10-K

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, 2005

Commission file number 0-23134

NB&T FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Ohio	31-1004998
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

48 N. South Street, Wilmington, Ohio 45177

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number: (937) 382-1441

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to 12(g) of the Act:

Common Shares, without 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  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 of the Act.     Yes  ¨    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  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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. (Check one):    Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

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

Based on the closing sales price of $23.20 per share on June 30, 2005, the aggregate market value of the issuer’s shares held by nonaffiliates on such date was $54,469,146. For this purpose, shares held by nonaffiliates are all outstanding shares except those held by the directors and executive officers of the registrant and those held by The National Bank and Trust Company (the “Bank”) as trustee with respect to which the Bank has sole or shared voting or dispositive power.

As of March 1, 2006, 3,232,513 common shares were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The following sections of the definitive Proxy Statement for the 2006 Annual Meeting of Shareholders of NB&T Financial Group, Inc. (the “Proxy Statement”), are incorporated by reference into Part III of this Form 10-K:

1. Board of Directors;

2. Executive Officers;

3. Section 16(a) Beneficial Ownership Reporting Compliance;

4. Compensation of Executive Officers and Directors;

5. Voting Securities and Ownership of Certain Beneficial Owners and Management;

6. Certain Relationships and Related Transactions; and

7. Auditors.

NB&T FINANCIAL GROUP, INC.

For the Year Ended December 31, 2005

Table of Contents

PART I
Item 1:	Business	3
Item 1A:	Risk Factors	5
Item 1B:	Unresolved Staff Comments	8
Item 2:	Properties	11
Item 3:	Legal Proceedings	12
Item 4:	Submission of Matters to a Vote of Security Holders	12
PART II
Item 5:	Market for Registrant’s Common Equity and Related Stockholder Matters	13
Item 6:	Selected Financial Data	14
Item 7:	Management’s Discussion and Analysis of Financial Condition And Results of Operations	15
Item 7A:	Quantitative and Qualitative Disclosures About Market Risk	31
Item 8:	Financial Statements and Supplementary Data	32
Item 9:	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	58
Item 9A:	Controls & Procedures	58
PART III
Item 10:	Directors and Executive Officers of the Registrant	58
Item 11:	Executive Compensation	58
Item 12:	Security Ownership of Certain Beneficial Owners and Management	58
Item 13:	Certain Relationships and Related Transactions	58
Item 14:	Principal Accountant Fees and Services	58
PART IV
Item 15:	Exhibits and Financial Statement Schedules	59
Signatures		60
Exhibit Index		61

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PART I

I tem 1. Description of Business

GENERAL

NB&T Financial Group, Inc. (“NB&T Financial” or the “Company”), an Ohio corporation, is a bank holding company which owns all of the issued and outstanding common shares of The National Bank and Trust Company, chartered under the laws of the United States (the “Bank”). The Bank is engaged in the commercial banking business in southwestern Ohio, providing a variety of consumer and commercial financial services. The primary business of the Bank consists of accepting deposits, through various consumer and commercial deposit products, and using such deposits to fund consumer loans, including automobile loans, loans secured by residential and non-residential real estate, and commercial and agricultural loans. All of the foregoing deposit and lending services are available at each of the Bank’s full-service offices. The Bank also has a trust department with assets under management of approximately $175.5 million.

The Bank also operates its wholly-owned subsidiary, NB&T Insurance Agency, Inc. (“NB&T Insurance”). NB&T Insurance has four locations, with its principal office in Wilmington, Ohio. During 2004, NB&T Insurance acquired one agency located in Milford, Ohio for approximately $635,000 cash. This agency was merged into NB&T Insurance. NB&T Insurance sells a full line of insurance products, including property and casualty, life, health, and annuities.

Because of its ownership of all the outstanding stock of the Bank, NB&T Financial is subject to regulation, examination and oversight by the Board of Governors of the Federal Reserve System (the “FRB”) under the Bank Holding Company Act of 1956, as amended (the “BHCA”). The Bank, as a national bank, is subject to regulation, examination and oversight by the Office of the Comptroller of the Currency (the “OCC”) and special examination by the FRB. The Bank is a member of the Federal Reserve Bank of Cleveland. In addition, since its deposits are insured by the Federal Deposit Insurance Corporation (the “FDIC”), the Bank is also subject to some regulation, oversight and special examination by the FDIC. The Bank must file periodic financial reports with the FDIC, the OCC and the Federal Reserve Bank of Cleveland. Examinations are conducted periodically by these federal regulators to determine whether the Bank and NB&T Financial are in compliance with various regulatory requirements and are operating in a safe and sound manner.

Since its incorporation in 1980, NB&T Financial’s activities have been limited primarily to holding the common shares of the Bank. Consequently, the following discussion focuses primarily on the business of the Bank.

Lending Activities

General. The Bank’s income consists primarily of interest income generated by lending activities, including the origination of loans secured by residential and nonresidential real estate, commercial and agricultural loans, and consumer loans. Please refer to Table 7 on page 17, which summarizes the loan portfolio mix.

Commercial and Industrial Lending. The Bank originates loans to businesses in its market area, including “floor plan” loans to automobile dealers and loans guaranteed by the Small Business Administration. The typical commercial borrower is a small to mid-sized company with annual sales under $5,000,000. The majority of commercial loans are made at adjustable rates of interest tied to the prime rate. Commercial loans typically have terms of up to five years. Commercial and industrial lending entails significant risks. Such loans are subject to greater risk of default during periods of adverse economic conditions. Because such loans are secured by equipment, inventory, accounts receivable and other non-real estate assets, the collateral may not be sufficient to ensure full payment of the loan in the event of a default.

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Commercial Real Estate. The Bank makes loans secured by commercial real estate located in its market area. Such loans generally are adjustable-rate loans for terms of up to 20 years. The types of properties securing loans in the Bank’s portfolio include warehouses, retail outlets and general industrial use properties. Commercial real estate lending generally entails greater risks than residential real estate lending. Such loans typically involve larger balances and depend on the income of the property to service the debt. Consequently, the risk of default on such loans may be more sensitive to adverse economic conditions. The Bank attempts to minimize such risks through prudent underwriting practices.

Real Estate Construction. The Bank originates loans for the purpose of constructing both commercial and residential buildings. The Company offers both construction-phase-only and permanent financing.

Agricultural Loans. The Bank makes agricultural loans, which include loans to finance farm operations, equipment purchases, and land acquisition. The repayment of such loans is significantly dependent upon income from farm operations, which can be adversely affected by weather and other physical conditions, government policies and general economic conditions.

Residential Real Estate. The Bank makes loans secured by one- to four-family residential real estate and multi-family (over four units) real estate located in its market area. The Bank originates both fixed-rate mortgage loans and adjustable-rate mortgage loans (“ARMs”). Fixed-rate loans with terms of 20 to 30 years are typically originated for sale in the secondary market.

Installment Loans. The Bank makes a variety of consumer installment loans, including home equity loans, automobile loans, recreational vehicle loans, and overdraft protection. Consumer loans involve a higher risk of default than loans secured by one- to four-family residential real estate, particularly in the case of consumer loans which are unsecured or secured by rapidly depreciating assets, such as automobiles. Various federal and state laws, including federal and state bankruptcy and insolvency laws, may also limit the amount which can be recovered on such loans.

Credit Card Service. The Bank offers credit card services directly through a correspondent bank.

Loan Processing. Loan officers are authorized by the Board of Directors to approve loans up to specified limits. Loans exceeding the loan officers’ approval authority are referred to the Bank’s Senior Loan Committee. Any loans made by the Bank in excess of the limits established for the Senior Loan Committee must be approved by the Chairman of the Board and the President of the Bank as representatives of the Board of Directors. All loans in excess of $50,000 are reported to the Board on a monthly basis.

Loan Originations, Purchases and Sales. Although the Bank generally does not purchase loans, purchases could occur in the future. Fixed-rate residential real estate loans are originated for sale in the secondary market. From time to time, the Bank sells participation interests in loans it originates.

Allowance for Loan Losses. Federal regulations require that the Bank establish prudent general allowances for loan losses. Senior management, with oversight responsibility provided by the Board of Directors, reviews on a monthly basis the allowance for loan losses as it relates to a number of relevant factors, including but not limited to, historical trends in the level of non-performing assets and classified loans, current charge-offs and the amount of the allowance as a percent of the total loan portfolio. While management believes that it uses the best information available to determine the allowance for loan losses, unforeseen market conditions could result in adjustments, and net earnings could be significantly affected if circumstances differ substantially from the assumptions used in making the final determination.

Investment Activities

Funds not used in the Bank’s lending or banking function are dedicated to the investment portfolio. Those funds will be placed in investment programs approved by the Asset/Liability Management Committee (ALCO).

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The deployment of these funds will be consistent with the overall strategy and risk profile of the Bank. The Bank primarily invests in high-quality securities to provide sufficient liquidity, secure pledged deposits, minimize current tax liability, and increase earnings.

Trust Services

The Bank received trust powers in 1922, and had approximately $175.5 million in assets under management at December 31, 2005 in the Trust Department. These assets are not included in the Bank’s balance sheet because, under federal law, neither the Bank nor its creditors can assert any claim against funds held by the Bank in its fiduciary capacity. In addition to administering trusts, the services offered by the Trust Department include investment purchase and management, estate planning and administration, tax and financial planning and employee benefit plan administration.

Deposits and Borrowings

General: Deposits have traditionally been the primary source of the Bank’s funds for use in lending and other investment activities. In addition to deposits, the Bank derives funds from interest payments and principal repayments on loans and income on earning assets. Loan payments are a relatively stable source of funds, while deposit inflows and outflows fluctuate more in response to general interest rates and money market conditions.

Deposits: Deposits are attracted principally from within the Bank’s market area through the offering of numerous deposit instruments, including checking accounts, savings accounts, money market deposit accounts, and term certificate accounts. Interest rates paid, maturity terms, service fees and withdrawal penalties for the various types of accounts are established periodically by the Bank’s Asset/Liability Committee and the Executive Committee based on the Bank’s liquidity requirements, growth goals and market trends. The Company has also used brokers, on a limited basis, to obtain deposits. Currently the amount of deposits from outside the Bank’s market area is not significant.

Borrowings: The Federal Reserve System functions as a central reserve bank providing credit for its member banks and certain other financial institutions. As a member in good standing of the Federal Reserve Bank of Cleveland, the Bank is authorized to apply for advances, provided certain standards of credit-worthiness have been met. The Bank is also a member of the Federal Home Loan Bank system. Short-term borrowings include securities sold under agreements to repurchase, federal funds purchased and U.S Treasury demand notes.

Competition

The Bank competes for deposits with other commercial banks, savings associations and credit unions and with the issuers of commercial paper and other securities, such as shares in money market mutual funds. The primary factors in competing for deposits are interest rates and convenience of office location. In making loans, the Bank competes with other commercial banks, savings associations, mortgage bankers, consumer finance companies, credit unions, leasing companies, insurance companies and other lenders. The Bank competes for loan originations primarily through the interest rates and loan fees it charges and through the efficiency and quality of services it provides to borrowers. Competition is affected by, among other things, the general availability of lendable funds, general and local economic conditions, current interest rate levels and other factors which are not readily predictable. For years the Bank has competed within its market area with several regional bank holding companies, each with assets far exceeding those of the Bank.

Item 1A. Risk Factors

Like all financial companies, NB&T Financial’s business and results of operations are subject to a number of risks, many of which are outside of our control. In addition to the other information in this report, readers

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should carefully consider that the following important factors, among others, could materially impact our business and future results of operations.

Changes in interest rates could adversely affect our financial condition and results of operations.

Our results of operations depend substantially on our net interest income, which is the difference between (i) the interest earned on loans, securities and other interest-earning assets and (ii) the interest paid on deposits and borrowings. These rates are highly sensitive to many factors beyond our control, including general economic conditions, inflation, recession, unemployment, money supply and the policies of various governmental and regulatory authorities. If the interest we pay on deposits and other borrowings increases at a faster rate than the interest we receive on loans and other investments, our net interest income and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest we receive on loans and other investments falls more quickly than the interest we pay on deposits and borrowings. While we have taken measures intended to manage the risks of operating in a changing interest rate environment, there can be no assurance that these measures will be effective in avoiding undue interest rate risk.

Increases in interest rates also can affect the value of loans and other assets, including our ability to realize gains on the sale of assets. We originate loans for sale and for our portfolio. Increasing interest rates may reduce the origination of loans for sale and consequently the fee income we earn on such sales. Further, increasing interest rates may adversely affect the ability of borrowers to pay the principal or interest on loans and leases, resulting in an increase in non-performing assets and a reduction of income recognized.

Changes in national and local economic and political conditions could adversely affect our earnings, as our borrowers’ ability to repay loans and the value of the collateral securing our loans decline and as loans and deposits decline.

There are inherent risks associated with our lending activities, including credit risk, which is the risk that borrowers may not repay outstanding loans or the value of the collateral securing loans will decrease. Conditions such as inflation, recessions unemployment, changes in interest rates and money supply and other factors beyond our control may adversely affect the ability of our borrowers to repay their loans and the value of collateral securing the loans, which could adversely affect our earnings. Because we have a significant amount of real estate loans, a decline in the value of real estate could have a material adverse affect on us. As of December 31, 2005, 64% of our loan portfolio consisted of commercial and industrial, commercial real estate, real estate construction, installment and agricultural loans, all of which are generally viewed as having more risk of default than residential real estate loans and all of which, with the exception of installment loans, are typically larger than residential real estate loans. We attempt to manage credit risk through a program of underwriting standards, the review of certain credit decisions and an on-going process of assessment of the quality of the credit already extended. Economic and political changes could also adversely affect our deposits and loan demand, which could adversely affect our earnings and financial condition. Since substantially all of our loans are to individuals and businesses in Ohio, any decline in the economy of this market area could have a materially adverse effect on our credit risk and on our deposit and loan levels.

We operate in an extremely competitive market, and our business will suffer if we are unable to compete effectively.

In our market area, we encounter significant competition from other banks, savings and loan associations, credit unions, mortgage banking firms, securities brokerage firms, asset management firms and insurance companies. The increasingly competitive environment is a result primarily of changes in regulation and the accelerating pace of consolidation among financial service providers. NB&T Financial is smaller than many of our competitors. Many of our competitors have substantially greater resources and lending limits than we do and may offer services that we do not or cannot provide.

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Legislative or regulatory changes or actions could adversely impact the financial services industry.

The financial services industry is extensively regulated. Banking laws and regulations are primarily intended for the protection of consumers, depositors and the deposit insurance funds, not to benefit our shareholders. Changes to laws and regulations or other actions by regulatory agencies may negatively impact us, possibly limiting the services we provide, increasing the ability of non-banks to compete with us or requiring us to change the way we operate. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the ability to impose restrictions on the operation of an institution and the ability to determine the adequacy of an institution’s allowance for loan losses. Failure to comply with applicable laws, regulations and policies could result in sanctions being imposed by the regulatory agencies, including the imposition of civil money penalties, which could have a material adverse effect on our operations and financial condition. The significant federal and state banking regulations that affect us are described in this annual report under the heading “Regulation.”

Our ability to pay cash dividends is limited.

We are dependent primarily upon the earnings of our operating subsidiaries for funds to pay dividends on our common shares. The payment of dividends by us and our subsidiaries is subject to certain regulatory restrictions. As a result, any payment of dividends in the future will be dependent, in large part, on our ability to satisfy these regulatory restrictions and our subsidiaries’ earnings, capital requirements, financial condition and other factors. Although our financial earnings and financial condition have allowed us to declare and pay periodic cash dividends to our shareholders, there can be no assurance that our dividend policy or size of dividend distribution will continue in the future.

The preparation of financial statements requires management to make estimates about matters that are inherently uncertain.

Management’s accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Our management must exercise judgment in selecting and applying many of these accounting policies and methods in order to ensure that they comply with generally accepted accounting principles and reflect management’s judgment as to the most appropriate manner in which to record and report our financial condition and results of operations. Two of the most critical estimates are the level of the allowance of loan losses and the valuation of mortgage servicing rights. Due to the inherent nature of these estimates, we cannot provide absolute assurance that we will not significantly increase the allowance for loan losses or sustain loan losses that are significantly higher than the provided allowance.

Trading in our common shares is very limited, which may adversely affect the time and the price at which you can sell your NB&T Financial common shares.

Although the common shares of NB&T Financial are quoted on The Nasdaq Capital Market, trading in NB&T Financial’s common shares is not active, and the spread between the bid and the asked price is often wide. As a result, you may not be able to sell your shares on short notice, and the sale of a large number of shares at one time could temporarily depress the market price. The price at which you may be able to sell your common shares may be significantly lower than the price at which you could buy NB&T Financial common shares at that time.

Our organizational documents and the large percentage of shares controlled by management and family members of management may have the effect of discouraging a third party from acquiring us.

Our articles of incorporation and code of regulations contain provisions that make it more difficult for a third party to gain control or acquire us without the consent of the board of directors. These provisions could also discourage proxy contests and may make it more difficult for dissident shareholders to elect representatives as

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directors and take other corporate actions. Moreover, as of March 1, 2006, directors and executive officers controlled the vote of 18.3% of the outstanding common shares of NB&T Financial in addition to the 5.98% of the outstanding shares with respect to which the Bank controls the vote as trustee and an additional 29.37% owned by relatives of a director. The provisions in our articles and code of regulations and the percentage of voting control by NB&T Financial affiliates and relatives could have the effect of delaying or preventing a transaction or a change in control that a shareholder might deem to be in the best interests of that shareholder.

Item 1B. Unresolved Staff Comments

Not applicable

REGULATION

General

Because of its ownership of all the outstanding stock of the Bank, NB&T Financial is subject to regulation, examination and oversight by the FRB as a bank holding company under the BHCA. The Bank, as a national bank, is subject to regulation, examination and oversight by the OCC and special examination by the FRB. The Bank is a member of the Federal Reserve Bank of Cleveland and a member of the Federal Home Loan Bank of Cincinnati. In addition, since its deposits are insured by the FDIC, the Bank is also subject to some regulation, oversight and special examination by the FDIC. The Bank must file periodic financial reports with the FDIC, the OCC and the Federal Reserve Bank of Cleveland. Examinations are conducted periodically by these federal regulators to determine whether the Bank and NB&T Financial are in compliance with various regulatory requirements and are operating in a safe and sound manner. In general, the FRB may initiate enforcement actions for violations of law and regulations.

Bank Holding Company Regulation

The FRB has adopted capital adequacy guidelines for bank holding companies, pursuant to which, on a consolidated basis, NB&T Financial must maintain total capital of at least 8% of risk-weighted assets. Risk-weighted assets consist of all assets, plus credit equivalent amounts of certain off- balance sheet items, which are weighted at percentage levels ranging from 0% to 100%, based on the relative credit risk of the asset. At least half of the total capital to meet this risk-based requirement must consist of core or “Tier 1” capital, which includes common stockholders’ equity, qualifying perpetual preferred stock (up to 25% of Tier 1 capital) and minority interests in the equity accounts of consolidated subsidiaries, less goodwill, certain other intangibles, and portions of certain nonfinancial equity investments. The remainder of total capital may consist of supplementary or “Tier 2 capital.” In addition to this risk-based capital requirement, the FRB requires bank holding companies to meet a leverage ratio of a minimum level of Tier 1 capital to average total consolidated assets of 3%, if they have the highest regulatory examination rating, well-diversified risk and minimal anticipated growth or expansion. All other bank holding companies are expected to maintain a leverage ratio of at least 4% of average total consolidated assets. NB&T Financial was in compliance with these capital requirements at December 31, 2005. For NB&T Financial’s capital ratios, see Note 14 to the Consolidated Financial Statements in Item 8.

A bank holding company is required by law to guarantee the compliance of any insured depository institution subsidiary that may become “undercapitalized” (defined in the regulations as not meeting minimum capital requirements) with the terms of the capital restoration plan filed by such subsidiary with its appropriate federal banking agency.

The BHCA restricts NB&T Financial’s ownership or control of the outstanding shares of any class of voting stock of any company engaged in a nonbanking business, other than companies engaged in certain activities determined by the FRB to be closely related to banking. In addition, the FRB has the authority to require a bank

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holding company to terminate any activity or relinquish control of any nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the determination by the FRB that such activity or control constitutes a serious risk to the financial soundness and stability of any bank subsidiary of the bank holding company. NB&T Financial currently has no nonbank subsidiaries, except subsidiaries of the Bank. The ownership of subsidiaries of the Bank is regulated by the OCC, rather than the FRB.

The Financial Services Modernization Act of 1999 permits bank holding companies to become financial holding companies and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. A bank holding company may become a financial holding company if each of its subsidiary banks is well capitalized under the Federal Deposit Insurance Corporation Act of 1991 prompt corrective action provisions, is well managed, and has at least a satisfactory rating under the Community Reinvestment Act, by filing a declaration that the bank holding company wishes to become a financial holding company. No regulatory approval will be required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board.

The Financial Services Modernization Act defines “financial in nature” to include:

• securities underwriting, dealing and market making;

• sponsoring mutual funds and investment companies;

• insurance underwriting and agency;

• merchant banking; and

• activities that the Federal Reserve Board has determined to be closely related to banking.

A national bank also may engage, subject to limitations on investment, in activities that are financial in nature, other than insurance underwriting, insurance company portfolio investment, real estate development and real estate investment, through a financial subsidiary of the bank, if the bank is well capitalized, well managed and has at least a satisfactory Community Reinvestment Act rating. Subsidiary banks of a financial holding company or national banks with financial subsidiaries must continue to be well capitalized and well managed in order to continue to engage in activities that are financial in nature without regulatory actions or restrictions, which could include divestiture of the financial in nature subsidiary or subsidiaries. In addition, a financial holding company or a bank may not acquire a company that is engaged in activities that are financial in nature unless each of the subsidiary banks of the financial holding company or the bank has a Community Reinvestment Act rating of satisfactory or better. NB&T Insurance is a financial subsidiary.

Transactions between NB&T Financial and the Bank are subject to statutory limits in Sections 23A and 23B of the Federal Reserve Act (the “FRA”), which limit the amounts of such transactions and require that the terms of the transactions be at least as favorable to the Bank as the terms would be of a similar transaction between the Bank and an unrelated party. NB&T Financial and the Bank were in compliance with these requirements and restrictions at December 31, 2005.

The FRB must approve the application of a bank holding company to acquire any bank or savings association.

National Bank Regulation

Office of the Comptroller of the Currency. The OCC is an office in the Department of the Treasury and is subject to the general oversight of the Secretary of the Treasury. The OCC is responsible for the regulation and supervision of all national banks, including the Bank. The OCC issues regulations governing the operation of national banks and, in accordance with federal law, prescribes the permissible investments and activities of

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national banks. The Bank is authorized to exercise trust powers in accordance with OCC guidelines. National banks are subject to regulatory oversight under various consumer protection and fair lending laws. These laws govern, among other things, truth-in-lending disclosure, equal credit opportunity, fair credit reporting and community reinvestment.

The Bank is required to meet certain minimum capital requirements set by the OCC. These requirements consist of risk-based capital guidelines and a leverage ratio, which are substantially the same as the capital requirements imposed on NB&T Financial. The Bank was in compliance with those capital requirements at December 31, 2005. For the Bank capital ratios, see Note 14 to the Consolidated Financial Statements in Item 8. The OCC may adjust the risk-based capital requirement of a national bank on an individualized basis to take into account risks due to concentrations of credit or nontraditional activities.

The OCC has adopted regulations governing prompt corrective action to resolve the problems of capital deficient and otherwise troubled national banks. At each successively lower defined capital category, a national bank is subject to more restrictive and numerous mandatory or discretionary regulatory actions or limits, and the OCC has less flexibility in determining how to resolve the problems of the institution. In addition, the OCC generally can downgrade a national bank’s capital category, notwithstanding its capital level, if, after notice and opportunity for hearing, the national bank is deemed to be engaging in an unsafe or unsound practice, because it has not corrected deficiencies that resulted in it receiving a less than satisfactory examination rating on matters other than capital or it is deemed to be in an unsafe or unsound condition. The Bank’s capital at December 31, 2005, met the standards for the highest capital category, a well-capitalized bank.

A national bank is subject to restrictions on the payment of dividends, including dividends to a holding company. The Bank may not pay a dividend if it would cause the Bank not to meet its capital requirements. In addition, the dividends that a Bank subsidiary can pay to its holding company without prior approval of regulatory agencies is limited to net income plus its retained net income for the preceding two years. Based on the current financial condition of the Bank, the Bank does not expect these provisions to affect the current ability of the Bank to pay dividends to NB&T Financial in an amount customary for the Bank.

OCC regulations generally limit the aggregate amount that a national bank can lend to one borrower or aggregated groups of related borrowers to an amount equal to 15% of the bank’s unimpaired capital and surplus. A national bank may loan to one borrower an additional amount not to exceed 10% of the association’s unimpaired capital and surplus, if the additional amount is fully secured by certain forms of “readily marketable collateral.” Loans to executive officers, directors and principal shareholders and their related interests must conform to the OCC lending limits. All transactions between national banks and their affiliates, including NB&T Financial, must comply with Sections 23A and 23B of the FRA.

Federal Deposit Insurance Corporation. The FDIC is an independent federal agency that insures the deposits, up to prescribed statutory limits, of federally insured banks and thrifts and safeguards the safety and soundness of the banking and thrift industries. The FDIC is authorized to establish annual assessment rates for deposit insurance. The FDIC has established a risk-based assessment system for members. Under this system, assessments vary based on the risk the institution poses to its deposit insurance fund. The risk level is determined based on the institution’s capital level and the FDIC’s level of supervisory concern about the institution. Insurance of deposits may be terminated by the FDIC if it finds that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition enacted or imposed by the institution’s regulatory agency.

In February of 2006, President Bush signed into law the Deposit Insurance Reform Act of 2005 and its companion bill, the Deposit Insurance Reform Conforming Amendments Act of 2005 (collectively, the “Deposit Insurance Reform Acts”), which provide for the Bank Insurance Fund (BIF) and the Savings Association

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Insurance Fund (SAIF) to be merged into a new Deposit Insurance Fund (DIF). The Deposit Insurance Reform Acts provide for several additional changes to the deposit insurance system, including the following:

• Increasing the deposit insurance limit for retirement accounts from $100,000 to $250,000;

• Adjusting the deposit insurance limits (currently $100,000 for most accounts) every five years based on an inflation index, with the first adjustment to be effective on January 1, 2011;

• Providing pass-through deposit insurance for the deposits of employee benefit plans (but prohibiting undercapitalized depository institutions from accepting employee benefit plan deposits);

• Allocating an aggregate of $4.7 billion of one-time credits to offset the premiums of depository institutions based on their assessment bases at the end of 1996;

• Establishing rules for awarding cash dividends to depository institutions, based on their relative contributions to the DIF and its predecessor funds, when the DIF reserve ratio reaches certain levels; and

• Revising the rules and procedures for risk-based premium assessments.

The FDIC is required to adopt rules implementing the various provisions of the Deposit Insurance Reform Acts. The BIF and the SAIF are required to be merged into the DIF by July 1, 2006, while most of the other provisions are required to be implemented by November 5, 2006. Management is not yet able to determine the effect the Deposit Insurance Reform Acts will have on the Company.

Federal Reserve Board. The FRA requires national banks to maintain reserves against their net transaction accounts (primarily checking and NOW accounts). The amounts are subject to adjustment by the FRB. At December 31, 2005, the Bank was in compliance with its reserve requirements.

Federal Home Loan Banks. The Federal Home Loan Banks (the FHLBs) provide credit to their members in the form of advances. As a member, the Bank must maintain an investment in the capital stock of the FHLB of Cincinnati in an amount equal to the greater of 1% of the aggregate outstanding principal amount of the Bank’s residential real estate loans, home purchase contracts and similar obligations at the beginning of each year, or 5% of its advances from the FHLB. The Bank is in compliance with this requirement with an investment in FHLB of Cincinnati stock having a book value of $7.8 million at December 31, 2005. The FHLB advances are secured by collateral in one or more specified categories. The amount a member may borrow from the FHLB is limited based upon the amounts of various assets held by the member.

Ohio Department of Insurance. The Bank’s insurance agency operating subsidiary is subject to the insurance laws and regulations of the State of Ohio and the Ohio Department of Insurance. The insurance laws and regulations require education and licensing of agencies and individual agents, require reports and impose business conduct rules.

I tem 2. Properties

NB&T Financial and the Bank own and occupy their main offices located at 48 North South Street, Wilmington, Ohio. The National Bank and Trust Company also owns or leases 19 full-service branch offices and one remote drive-through ATM facility, all of which are located in Adams, Brown, Clermont, Clinton, Fayette, Hardin, Highland, and Warren Counties in Ohio. The Bank owns a building at 1600 West Main Street, Wilmington, Ohio, which serves as an operation center for the Bank and houses the Bank’s insurance agency.

11

I tem 3. Legal Proceedings

Neither NB&T Financial nor the Bank is presently involved in any legal proceedings of a material nature. From time to time, the Bank is a party to legal proceedings incidental to its business to enforce its security interest in collateral pledged to secure loans made by the Bank.

I tem 4. Submission of Matters to a Vote of Security Holders

None

12

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

There were 3,232,513 common shares of the Company outstanding on December 31, 2005 held of record by approximately 418 shareholders of record other than brokers, banks and depositories, and approximately an additional 423 beneficial owners holding their shares in the names of brokers, banks and depositories. Dividends per share declared were $0.26 per share in each quarter in 2005 and were $0.25 per share in each quarter in 2004.

The Company’s shares trade on the Nasdaq Capital Market (formerly Nasdaq SmallCap Market) under the symbol NBTF. The following table summarizes the quarterly common stock prices and dividends declared for the last two years.

2005	High		Low		Dividend
Fourth Quarter	$	23.50	$	19.75	$	0.26
Third Quarter		25.06		22.55		0.26
Second Quarter		24.50		22.40		0.26
First Quarter		28.50		22.80		0.26
2004
Fourth Quarter	$	29.38	$	25.50	$	0.25
Third Quarter		30.96		25.50		0.25
Second Quarter		32.30		29.60		0.25
First Quarter		33.50		29.00		0.25

As a national bank, the Bank is subject to restrictions on the payment of dividends to the Company, which could restrict the ability of the Company to pay dividends. The Bank may not pay a dividend if it would cause the Bank not to meet its capital requirements. In addition, without regulatory approval, the Bank is limited to paying dividends equal to net income to date in the fiscal year plus its retained net income for the preceding two years.

The Company has a stock option plan under which the Company may grant options that vest over five years to selected employees for up to 7% of the authorized and issued shares of the Company, currently 3,818,950 shares. The plan will terminate effective upon adoption of a new equity plan being submitted for shareholder approval at the 2006 annual meeting. The following table summarizes the securities authorized for issuance at December 31, 2005 under all equity compensation plans in existence at that date:

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)) (c)
Equity compensation plans approved by security holders	146,500	$	24.55	120,827
Equity compensation plans not approved by security holders	0		0	0
Total	146,500	$	24.55	120,827

13

I tem 6. Selected Financial Highlights

(Dollars and shares in thousands, except per share data)

	2005			2004			2003			2002			2001
Consolidated Statements of Income
Interest income	$	32,886		$	32,135		$	34,904		$	40,400		$	41,993
Interest expense		13,768			11,904			13,371			17,310			22,849
Net interest income		19,118			20,231			21,533			23,090			19,144
Provision for loan losses		775			1,900			3,919			2,100			1,500
Non-interest income		8,367			9,239			9,415			8,952			7,987
Non-interest expenses		21,868			21,552			22,471			22,020			18,138
Income before income taxes		4,842			6,018			4,558			7,922			7,493
Income taxes		737			1,064			454			1,391			1,476
Net income	$	4,105		$	4,954		$	4,104		$	6,531		$	6,017
Per Share Data
Basic earnings per share	$	1.30		$	1.57		$	1.31		$	2.11		$	1.91
Diluted earnings per share		1.30			1.56			1.30			2.10			1.90
Dividends per share		1.04			1.00			.96			.92			.84
Book value at year end		18.10			18.16			17.59			17.78			15.89
Weighted average shares outstanding—basic		3,162			3,148			3,133			3,089			3,150
Weighted average shares outstanding—diluted		3,168			3,166			3,152			3,117			3,165
Consolidated Balance Sheets (Year End)
Total assets	$	650,248		$	645,323		$	664,928		$	664,803		$	671,171
Securities		171,567			169,745			191,802			213,090			216,001
Loans		417,623			402,839			409,821			384,671			382,714
Allowance for loan losses		4,058			4,212			4,830			4,010			3,810
Deposits		447,626			452,593			450,500			468,089			479,240
Long-term debt		109,039			111,673			132,519			116,446			114,844
Total shareholders’ equity		58,498			58,601			56,696			57,304			50,976
Selected Financial Ratios
Return on average assets		0.63	%		0.75	%		0.60	%		0.96	%		0.99	%
Return on average equity		6.98			8.57			7.06			12.08			11.87
Dividend payout ratio		80.00			63.69			73.28			43.60			43.98
Net interest margin		3.16			3.31			3.38			3.70			3.37
Average loans to average total assets		62.26			61.80			58.42			56.92			57.02
Average equity to average total assets		8.99			8.74			8.49			8.62			7.60
Total risk-based capital ratio (at year end)		14.96			15.06			14.57			14.66			11.50
Ratio of non-performing loans to total loans		1.96			0.71			1.43			1.59			1.49
Ratio of loan loss allowance to total loans		.97			1.05			1.18			1.04			1.00
Ratio of loan loss allowance to non- performing loans		50			147			83			65			67
Net charge-offs to average loans		0.23			0.62			0.77			0.49			0.58

14

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis comparing 2005 to prior years should be read in conjunction with the audited consolidated financial statements at December 31, 2005 and 2004 and for the three years ended December 31, 2005.

FORWARD-LOOKING STATEMENTS

Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “may increase,” “may fluctuate,” “will likely result,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” and “could” are generally forward-looking in nature and not historical facts. Results could differ materially from those expressed in such forward-looking statements due to a number of factors, including (1) changes in interest rates; (2) changes in national and local economic and political conditions; (3) competitive pressures in the retail banking, financial services, insurance and other industries; (4) changes in laws and regulations, including changes in accounting standards; (5) changes in policy by regulatory agencies; and (6) changes in the securities markets. Any forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions, and actual results could differ materially from those contemplated by those forward-looking statements. Many of the factors that will determine these results are beyond the Company’s ability to control or predict. The Company disclaims any duty to update any forward-looking statements, all of which are qualified by the statements in this section. See Item 1.A. “Risk Factors” in this annual report for further discussion of the risks affecting the business of the Company and the value of an investment in its shares.

RESULTS OF OPERATIONS

EXECUTIVE SUMMARY

Net income for 2005 was $4.1 million, or $1.30 per diluted share, compared to $4.9 million, or $1.56 per diluted share, for last year. The decrease in net income was primarily due to a declining net interest margin and fewer gains on security sales, partially offset by a decrease in the provision for loan losses due to lower charged-off loans and management’s evaluation of the current portfolio. Net interest income declined $1.1 million from $20.2 million in 2004 to $19.1 million in 2005, and security gains were down $685,000. Net loan charge-offs were $928,000, or 0.23% of average loans in 2005, compared to $2.52 million, or 0.62%, in 2004, contributing to the decline in loan loss provision from $1.9 million in 2004 to $775,000 in 2005. Performance ratios for 2005 included a return on assets of .63% and a return on equity of 6.98%, compared to .75% and 8.57%, respectively, in 2004.

Net income for 2004 was $4.9 million, or $1.57 per share, compared to $4.1 million, or $1.31 per share, for the year of 2003. The increase in net income in 2004 was primarily due to a lower loan loss provision of $2.0 million, as a result of decreasing non-performing loans. Partially offsetting the lower loan loss provision was a decrease in net interest income of $1.3 million from $21.5 million in 2003 to $20.2 million in 2004. Total non-interest income of $8.5 million for 2004, excluding securities gains, was relatively unchanged from 2003. Non-interest expense decreased from $22.5 million in 2003 to $21.6 million in 2004 due to reorganization costs of $709,000 in 2003. Performance ratios for 2004 included a return on assets of 0.75% and a return on equity of 8.57 %, compared to 0.60% and 7.06%, respectively, in 2003.

NET INTEREST INCOME

Net interest income, the difference between interest income earned on interest-earning assets and interest expense incurred on interest-bearing liabilities, is the most significant component of the Company’s earnings. Net interest income is affected by changes in the volumes, rates and composition of interest-earning assets and interest-bearing liabilities. Table 1 reflects the components of the Company’s net interest income for each of the three years ended December 31, 2005, setting forth: (i) average assets, liabilities and shareholders’ equity,

15

(ii) interest income earned on interest-earning assets and interest expense incurred on interest-bearing liabilities, (iii) average yields earned on interest-earning assets and interest expense incurred on interest-bearing liabilities, and (iv) the net interest margin (i.e., net interest income divided by average interest-earning assets). Non-accrual loans have been included in the average loan balances.

TABLE 1—NET INTEREST INCOME AND NET INTEREST MARGIN

(Dollars in thousands)

	2005						2004						2003
	Average Outstanding Balance		Yield/ Rate		Interest Earned/ Paid		Average Outstanding Balance		Yield/ Rate		Interest Earned/ Paid		Average Outstanding Balance		Yield/ Rate		Interest Earned/ Paid
Loans (1)	$	407,766	6.26	%	$	25,535	$	408,779	6.09	%	$	24,895	$	400,008	6.62	%	$	26,471
Securities		184,072	3.77			6,938		190,013	3.71			7,055		226,315	3.68			8,326
Deposits in banks		670	2.66			17		718	.70			5		537	.56			3
Federal funds sold		13,374	2.96			396		12,647	1.42			180		9,656	1,08			104
Total interest-earning assets		605,882	5.43			32,886		612,157	5.25			32,135		636,516	5.48			34,904
Non-earning assets		49,080						49,292						48,109
Total assets	$	654,962					$	661,449					$	684,625
Non-interest-bearing demand deposits	$	56,534	—			—	$	54,193	—			—	$	51,654	—			—
Interest-bearing demand deposits		110,518	.48			532		110,476	.30			333		113,790	.54			609
Savings deposits		92,518	.78			725		106,760	.66			703		105,539	.80			848
Time deposits		190,375	3.00			5,715		177,127	2.55			4,518		196,390	2.75			5,402
Short-term borrowings		31,749	2.99			951		25,770	1.05			271		24,561	0.81			198
Junior subordinated debentures		8,248	6.81			562		8,248	4.98			411		8,248	4.73			390
FHLB advances		102,007	5.18			5,283		116,689	4.86			5,668		123,985	4.78			5,924
Total interest-bearing liabilities		535,415	2.57			13,768		545,070	2.18			11,904		572,513	2.34			13,371
Non-interest bearing liabilities		60,693						58,544						53,960
Capital		58,854						57,835						58,152
Total liabilities and capital	$	654,962					$	661,449					$	684,625
Net interest income					$	19,118					$	20,231					$	21,533
Net interest margin			3.16	%					3.31	%					3.38	%

(1) Includes nonaccrual loans and loan fees.

Net interest income was $19.1 million in 2005, a decrease of $1.1 million compared to 2004. During 2005, the Federal Reserve increased its targeted federal funds rate 200 basis points from 2.25% to 4.25%. This action increased general market rates for terms of less than two years by a similar amount; however, longer-term rates increased only slightly. The Bank’s deposits and short-term borrowing costs are more closely associated with short-term rates. As a result, total interest expense increased $1.86 million to $13.8 million during 2005 despite a $9.7 million decrease in average outstanding interest-bearing liabilities. A higher percentage of the Bank’s earning assets have yields more closely associated with longer-term rates. Interest income increased $751,000 to $32.9 million in 2005 from $32.1 million in 2004. Unfortunately, this increase was not enough to offset the increase in interest expense, and the Bank’s net interest margin dropped from 3.31% in 2004 to 3.16% in 2005.

Net interest income decreased $1.3 million, or 6.0%, from $21.5 million in 2003 to $20.2 million in 2004. Net interest margin decreased from 3.38% in 2003 to 3.31% in 2004. Interest income on loans decreased $1.6 million, or 6.0%, from 2003, and the yield on average loans decreased from 6.62% in 2003 to 6.09% in 2004,

16

despite an increase in average loans of $8.8 million. Although the prime rate increased approximately 125 basis points from June 2004 to December 2004, approximately 60% of the Company’s adjustable-rate loan portfolio reprices off the three- and five-year treasury rates. These treasury rates remained lower in 2004 than the previous repricing rates, resulting in a decrease in the yield earned on adjusting loans. In addition, interest income on securities decreased $1.2 million from $8.3 million in 2003 to $7.1 million in 2004. The average securities balance declined $36.3 million in 2004, primarily due to the use of proceeds from the sale and maturity of securities to pay down approximately $21.0 million in FHLB debt. The interest expense on interest-bearing liabilities only decreased $1.5 million from $13.4 million in 2003 to $11.9 million in 2004. The yield on interest-bearing deposits declined 24 basis points from 1.65% in 2003 to 1.41% in 2004 as certificates of deposit matured and repriced at lower rates. Rates on short-term borrowings are directly tied to the prime rate. As a result, short-term borrowing costs increased during the last six months of 2004.

Net interest income may also be analyzed by segregating the volume and rate components of interest income and interest expense. Table 2 presents an analysis of increases and decreases in interest income and expense in terms of changes in volume and interest rates during the three years ended December 31, 2005. Changes attributable to rate and volume are allocated to both rate and volume on an equal basis.

TABLE 2—NET INTEREST INCOME—RATE/VOLUME ANALYSIS

(Dollars in thousands)

	Years ended December 31, 2005 vs. 2004 Increase (decrease) due to									Years ended December 31, 2004 vs. 2003 Increase (decrease) due to
	Volume			Rate			Total			Volume			Rate			Total
Interest income attributable to:
Loans	$	(241	)	$	881		$	640		$	557		$	(2,133	)	$	(1,576	)
Securities		(222	)		105			(117	)		(1,342	)		71			(1,271	)
Deposits in banks		(1	)		14			13			1			1			2
Federal funds sold		16			199			215			37			39			76
Total interest-earning assets		(448	)		1,199			751			(747	)		(2,022	)		(2,769	)
Interest expense attributable to:
Interest-bearing deposits		(15	)		1,433			1,418			(327	)		(978	)		(1,305	)
Short-term borrowings		121			559			680			11			62			73
Junior subordinated debentures		0			151			151			0			21			21
FHLB advances		(737	)		352			(385	)		(351	)		95			(256	)
Total interest-bearing liabilities		(631	)		2,495			1,864			(667	)		(800	)		(1,467	)
Net interest income	$	183		$	(1,296	)	$	(1,113	)	$	(80	)	$	(1,222	)	$	(1,302	)

NON-INTEREST INCOME

Table 3 details the components of non-interest income, excluding securities gains and losses, and the percentage change from the two previous years. Total non-interest income was $8.3 million in 2005, $ 8.5 million in 2004, and $8.5 million in 2003. Trust income increased 1.8% in 2005 and 14.8 % in 2004, due to an increase in the average market value of funds under management and increased trust account fees. Service charges on deposits decreased 9.2% in 2005 largely due to fees on overdrawn accounts decreasing by approximately $69,000 and lower service charges on business checking accounts resulting from an increase in the average earnings credit. Other service charges and fees increased in 2005 and 2004 due to additional fee income on debit card transactions. ATM network fees have decreased since 2003 as a result of increased

17

competition in the ATM network business and the Company’s decision to discontinue this line of business due to lower profit margins and higher machine upgrade expenses. Bank owned life insurance (“BOLI”) income decreased to $438,000 in 2005 compared to $520,000 and $531,000 in 2004 and 2003, respectively, due to a decline in the yield on the underlying investments. Other income increased to $848,000 in 2005 from $716,000 in 2004 due to increased gains on loan sales and loan extension fee income.

TABLE 3—NON-INTEREST INCOME

(Dollars in thousands)

	2005		2004		2003		Percent Change
							2005 vs. 2004		2004 vs. 2003
Trust	$	1,009	$	991	$	863	1.82	%	14.83	%
Service charges on deposits		2,496		2,748		2,687	(9.17	)	2.23
Other service charges		793		668		617	18.71		8.27
ATM network fees		197		315		435	(37.46	)	(27.36	)
Insurance agency commissions		2,485		2,494		2,519	(.36	)	(.99	)
Income from BOLI		438		520		531	(15.77	)	(2.07	)
Other		848		716		848	18.44		(15.57	)
Total	$	8,266	$	8,452	$	8,500	(2.20	)%	(.56	)%

Gain on sales of securities totaled $101,000 in 2005, compared to $787,000 in 2004. Proceeds from the sale of securities totaled $7.5 million in 2005, compared to $42.1 million in 2004.

NON-INTEREST EXPENSE

Table 4 details the components of non-interest expense and the percentage change from the two previous years. Total non-interest expense was $21.9 million in 2005, $21.6 million in 2004 and $22.5 million in 2003.

TABLE 4—NON-INTEREST EXPENSE

(Dollars in thousands)

	2005		2004		2003		Percent Change
							2005 vs. 2004		2004 vs. 2003
Salaries & employee benefits	$	11,592	$	11,055	$	10,997	4.86	%	.53	%
Occupancy		1,866		1,743		1,790	7.06		(2.63	)
Equipment		1,954		2,032		2,312	(3.84	)	(12.11	)
Data processing		810		865		932	(6.36	)	(7.19	)
Professional fees		1,711		1,388		1,294	23.27		7.26
Marketing		626		628		577	(.32	)	8.84
Printing, postage and supplies		702		809		827	(13.23	)	(2.18	)
State franchise tax		748		701		685	6.70		2.34
Amortization of intangibles		681		705		712	(3.40	)	(.98	)
Other		1,178		1,626		2,345	(27.55	)	(30.66	)
Total	$	21,868	$	21,552	$	22,471	1.47	%	(4.09	)%

Salaries and benefits expense, which is the largest component of non-interest expense, increased to $11.6 million in 2005 from $11.1 million in 2004. Salaries and benefits expense in 2003 was $11.0 million. Salaries and employee benefits expense increased 4.9% during 2005 due to merit increases and increased health insurance costs. In 2004, salary expense was down approximately $370,000, largely due to a reduction in staffing in the

18

fourth quarter of 2003 and the closing of three offices in January 2004. This decrease was offset by payment of bonuses in 2004. The average number of full-time equivalent employees was 247 in 2005, 249 in 2004 and 269 in 2003.

Occupancy expense increased $123,000 in 2005 largely due to increased maintenance and repair costs, utility costs and real estate taxes. Equipment expense declined from $2.3 million in 2003 to $2.0 million in 2004 and 2005. Most of this decrease is the result of closing three branches in January 2004 and reduced depreciation and maintenance expenses related to the Company’s ATM network. Data processing expenses were down in 2005 and 2004 due to conversion to a new data processing system in 2004. The maintenance fees on the new data processing system were waived for the first year, resulting in a partial year’s fees in both 2005 and 2004. Professional fees increased $323,000 in 2005 from 2004 due to new corporate branding initiatives and executive search costs. Printing, postage and supplies expenses declined to $702,000 in 2005 from $809,000 and $827,000 in 2004 and 2003, respectively. These expense savings primarily came from decreases in supplies and postage costs related to office closings and lower preprinted form costs. Other non-interest expenses decreased from $2.3 million in 2003 to $1.6 million in 2004 and $1.2 million in 2005. Other expenses were higher in 2003 compared to 2004 due to $704,000 in reorganization expenses related to the closing of three banking offices in January 2004. Other non-interest expenses were down further in 2005 due to lower expenses associated with foreclosed real estate and reduced education expense.

INCOME TAXES

The effective tax rates were 15.2% for 2005, 17.7% for 2004 and 10.0% for 2003. The effective tax rate being lower than the statutory rate was primarily due to tax-exempt municipal bond interest income and BOLI income.

FINANCIAL CONDITION

ASSETS

Average total assets decreased 1.4% during 2005 to $655.0 million. Average interest-earning assets decreased 1.0%, and were 93% of total average assets, equivalent to 2004 and 2003.

SECURITIES

The following table sets forth the composition of the Bank’s securities portfolio, based on amortized cost, at the dates indicated:

TABLE 5—SECURITIES PORTFOLIO

(Dollars in thousands)

	At December 31,
	2005		2004		2003
Securities available for sale:
U.S. Treasuries & U.S. agency notes	$	80,268	$	69,135	$	60,502
U.S. agency mortgage-backed securities		16,337		30,098		42,696
Other mortgage-backed securities		38,914		31,825		41,380
Municipals		37,480		38,336		7,810
Other securities		10		10		10
Total securities available for sale		173,009		169,404		152,398
Securities held to maturity:
Municipals		—		—		38,681
Total securities	$	173,009	$	169,404	$	191,079

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In 2005, total securities increased $3.6 million to $173.0 million, compared to $169.4 million at December 31, 2004. Approximately $7.6 million in U.S. agency mortgage-backed securities were sold in 2005 with $16.6 million and $10.9 million reinvested in U.S. Agency notes and collateralized mortgage-backed securities, respectively. Approximately $6.6 million in U.S. agency notes were called or matured in 2005, and $9.7 million in payments were received on mortgage-backed securities.

The majority of the decreases in the securities portfolio from 2003 to 2004 were the result of sales of U.S. agency mortgage-backed securities and other mortgage-backed securities, as well as some out-of-state municipal bonds. Part of the proceeds of these sales, along with the proceeds from matured securities, were used to pay off approximately $21.0 million in Federal Home Loan Bank debt.

Effective July 30, 2004, the Company reclassified its Held-to-Maturity Securities as Available-for-Sale. Historically, the Held-to-Maturity portfolio contained both out-of-state and Ohio municipal securities which were used to meet State of Ohio public fund pledging requirements and provide non-taxable income for the Company. As a result of a change in the Ohio Revised Code, the State of Ohio public fund pledging requirements eliminated out-of-state municipals as eligible collateral. Because of this change, approximately 77% of the Held-to-Maturity portfolio could not be used as originally intended. Management reclassified the portfolio to provide more flexibility for public fund pledging requirements, interest rate risk management and potential tax savings opportunities.

The following table sets forth the amortized cost of the Bank’s securities portfolio at December 31, 2005. Expected maturities of individual securities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities are presented in the table based on current prepayment assumptions. U.S. Treasury and U.S. Agency notes, as well as municipal securities, are categorized based on contractual maturity. Yields do not include the effect of income taxes.

TABLE 6—SECURITIES PORTFOLIO REPRICING

(Dollars in thousands)

	One Year or Less				Over 1 Year Through 5 Years				Over 5 Years Through 10 Years				Over 10 Years				Total
	Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield
Securities available for sale:
U.S. Treasuries & U.S. agency notes	$	24,110	2.44	%	$	56,158	3.03	%	$	—	—	%	$	—	—	%	$	80,268	2.85	%
U.S. agency mortgage-backed securities		449	4.80			15,881	4.75			8	—			—	—			16,338	4.75
Other mortgage-backed securities		15,089	3.58			23,824	4.32			—	—			—	—			38,913	4.03
Municipals		—	—			100	4.50			2,329	3.54			35,051	5.04			37,480	4.95
Other securities		—				—				—				10	—			10	—
Total securities available for sale	$	39,648	2.90		$	95,963	3.64		$	2,337	3.58		$	35,061	5.04		$	173,009	3.75

LOANS

Table 7 shows loans outstanding at period end by type of loan. Commercial and industrial loans declined from $89.6 million in 2003 and $90.1 million in 2004 to $82.9 million in 2005. The decline in the commercial

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and industrial loan portfolio has been largely offset by an increase in commercial real estate loans, which increased from $35.4 million in 2003 to $55.6 million in 2004 and $82.6 million in 2005. The Company has experienced an increase in its commercial real estate lending over the past five years, because of the Company’s sales activities in the higher-growth Clermont and Warren Counties. The Company continues to focus its commercial lending on small- to medium-sized companies with established track records in the Company’s market area.

Residential real estate loans declined $9.8 million in 2004 compared to 2003, and declined $762,000 in 2005 to $148.3 million. Over the past two years, the Company has maintained shorter-term fixed-rate real estate loans for its portfolio and sold the majority of the long-term fixed-rate residential real estate loans originated. Outstanding balances have declined due to payments and refinancings. Currently, the Company has approximately $29.0 million in residential real estate loans with a loan-to-value ratio greater than 80% for which private mortgage insurance has not been required. The Company does not offer residential real estate loan products with negative amortization.

Installment loans outstanding decreased $2.2 million to $70.7 million in 2005 from $72.9 million at December 31, 2004. Installment loans also decreased $15.1 million from 2003 to 2004. This decrease occurred primarily in direct personal loans. Installment loans decreased to 17% of the portfolio at December 31, 2005 from 21% at December 31, 2003.

The Company has avoided concentration of commercial lending in any one industry. As of December 31, 2005, the highest commercial lending concentration was 8% for commercial rental real estate properties.

TABLE 7—LOAN PORTFOLIO

(Dollars in thousands)

At December 31,

	2005					2004					2003					2002					2001
	Amount			Percent of Total		Amount			Percent of Total		Amount			Percent of Total		Amount			Percent of Total		Amount		Percent of Total
Commercial & industrial	$	82,898		20	%	$	90,136		22	%	$	89,621		22	%	$	108,513		28	%	$	106,976	28	%
Commercial real estate		82,616		20			55,565		14			35,399		9			28,179		7			31,022	8
Real estate construction		9,743		2			13,114		3			11,296		3			7,282		2			5,389	2
Agricultural		23,468		5			22,210		6			22,841		6			20,857		6			19,076	5
Residential real estate		148,358		36			149,120		37			158,880		38			141,417		37			145,755	38
Installment		70,696		17			72,926		18			88,009		21			74,533		19			70,345	18
Other		—		0			0		0			4,011		1			4,247		1			3,883	1
Deferred net origination costs		(156	)	0			(232	)	0			(322	)	0			(357	)	0			268	0
Total	$	417,623		100	%	$	402,839		100	%	$	409,735		100	%	$	384,671		100	%	$	382,714	100	%

Table 8 shows the amount of commercial, construction and agricultural loans outstanding as of December 31, 2005, which, based on contractual maturities, are due in the periods indicated. The table also sets

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forth the amounts of loans due after one year from December 31, 2005 which have predetermined rates and which have floating or adjustable rates.

TABLE 8—LOAN MATURITIES AND PRICE SENSITIVITY

(Dollars in thousands)

	Due in 1 Year or Less		Due After 1 Year to 5 Years		Due after 5 Years		Total
Commercial and industrial	$	17,370	$	22,862	$	42,666	$	82,898
Commercial real estate		11,839		5,635		65,142		82,616
Real estate construction		8,080		1,250		413		9,743
Agricultural		8,915		3,672		10,881		23,468
Total	$	46,204	$	33,419	$	119,102	$	198,725
	Predetermined Rates		Floating or Adjustable Rates		Total
Commercial and industrial	$	21,048	$	61,850	$	82,898
Commercial real estate		6,310		76,306		82,616
Real estate construction		3,783		5,960		9,743
Agricultural		4,953		18,515		23,468
Total	$	36,094	$	162,631	$	198,725

NON-PERFORMING ASSETS

Table 9 shows the amount of non-performing assets outstanding as of December 31 for each of the last five years:

TABLE 9—NON-PERFORMING ASSETS

(Dollars in thousands)

	2005			2004			2003			2002			2001
Non-accrual loans	$	8,178		$	2,874		$	5,599		$	4,734		$	4,859
Accruing loans 90 days or more past due		0			0			248			1,391			858
Renegotiated loans		0			0			0			0			0
Other real estate owned		334			389			637			226			143
Total non-performing assets	$	8,512		$	3,263		$	6,484		$	6,351		$	5,860
RATIOS
Non-performing assets to total loans and other real estate owned		2.04	%		.81	%		1.58	%		1.65	%		1.53	%
Ratio of loan loss allowance to non-performing loans		50			147			83			65			67

The Company’s policy is to place a commercial loan on non-accrual status when it reaches 90 days past due and any of the following conditions exist: 1) the borrower cannot meet the payment obligations under the loan; 2) full payment of principal and interest is not expected; 3) the borrower has filed for bankruptcy and a plan of reorganization or liquidation is not imminent; or 4) foreclosure action has been initiated. All other loans are typically placed on non-accrual status once they reach 90 days past due. The amount of non-accrual loans was $8.2 million at year-end 2005, compared to $2.9 million at year-end 2004. The increase in non-accrual loans is due to placing one $5.0 million relationship on non-accrual during September 2005. At the time the relationship was placed on non-accrual status, the loans were less than 60 days past due; however, management was aware of potential cash flow weaknesses. At December 31, 2005, all payments due on this relationship were current.

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Interest income recognized in 2005 on non-accrual loans outstanding at December 31, 2005 was $94,000; however, interest income that would have been recognized had the loans been accruing would have been approximately $251,000. The interest income recognized in 2005 relates to the $5.0 million relationship discussed above, which is earning interest income on a cash basis as payments are made.

ALLOWANCE FOR LOAN LOSSES

The provision for loan losses charged to expense was $775,000 in 2005, a decrease of $1.1 million from the provision of $1.9 million recorded in 2004, which was a decrease from $3.9 million in 2003. The lower provision for loan losses in 2005 is a result of lower net charge-offs and management’s evaluation of the current portfolio. Net charge-offs were $928,000, or 0.23% of average loans outstanding, in 2005, compared to $2.52 million, or 0.62%, for the same period in 2004.

Table 10 shows selected information relating to the Company’s allowance for loan losses. The allowance is maintained to absorb potential losses in the portfolio. If, as a result of charge-offs or increases in risk characteristics of the loan portfolio, the reserve is below the level considered by management to be adequate to absorb possible future loan losses, the provision for loan losses is increased. Loans deemed not collectible are charged off and deducted from the reserve. Recoveries on loans previously charged off are added to the reserve.

TABLE 10—ALLOWANCE FOR LOAN LOSSES

(Dollars in thousands)

	December 31,
	2005			2004			2003			2002			2001
Balance at beginning of period	$	4,212		$	4,830		$	4,010		$	3,810		$	3,802
Charge-offs:
Commercial and industrial		(93	)		(514	)		(696	)		(486	)		(691	)
Commercial real estate		(27	)		(501	)		(88	)		(53	)		(15	)
Real estate construction		—			—			(9	)		—			(35	)
Agricultural		(77	)		(173	)		(35	)		(53	)		(119	)
Residential real estate		(178	)		(625	)		(1,039	)		(238	)		(150	)
Installment		(1,133	)		(1,385	)		(1,385	)		(1,346	)		(1,318	)
Other		—			—			(316	)		(9	)		(18	)
Total charge-offs		(1,508	)		(3,198	)		(3,622	)		(2,185	)		(2,346	)
Recoveries:
Commercial and industrial		39			119			200			49			33
Commercial real estate		89			51			6			—			—
Real estate construction		—			—			9			—			—
Agricultural		11			41			—			10			9
Residential real estate		40			88			37			7			2
Installment		400			271			255			219			188
Other		—			110			16			—			—
Total recoveries		579			680			523			285			232
Net charge-offs		(929	)		(2,518	)		(3,099	)		(1,900	)		(2,114	)
Acquired in acquisition		—			—			—						622
Provision for possible loan losses		775			1,900			3,919			2,100			1,500
Balance at end of period	$	4,058		$	4,212		$	4,830		$	4,010		$	3,810
Ratio of net charge-offs to average loans outstanding during the period		0.23	%		0.62	%		0.77	%		0.49	%		0.58	%
Average loans outstanding	$	407,766		$	408,779		$	400,008		$	385,324		$	366,190

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Net charge-offs were higher in 2003 with increased bankruptcies, foreclosures and changes in economic conditions. During 2003, management reappraised collateral securing loans, updated estimated recovery rates, and used a third-party loan specialist to assist in identifying other potential loan weaknesses. Management then charged-off or charged-down problem loans and increased the loan loss provision in 2003 based upon evaluation of the loan portfolio and potential weaknesses of specific loans incorporating the updated estimates. The allowance for loan losses as a percent of total loans at December 31 was .97% in 2005, 1.05% in 2004, and 1.18% in 2003.

The Company allocates the allowance for loan losses to specifically classified loans and generally based on three-year net charge-off history. In assessing the adequacy of the allowance for loan losses, the Company considers three principal factors: (1) the three-year rolling average charge-off percentage applied to the current outstanding balance by portfolio type; (2) specific percentages applied to individual loans estimated by management to have a potential loss; and (3) estimated losses attributable to economic conditions. Economic conditions considered include unemployment levels, the condition of the agricultural business, and other local economic factors. Table 11 shows the allocation of the allowance for loan losses as of December 31, 2005.

TABLE 11—ALLOCATION OF ALLOWANCE FOR LOAN LOSSES

(Dollars in thousands)

	Amount		Percent of Total
Commercial and industrial	$	854	21	%
Commercial real estate		1,094	27
Real estate construction		59	1
Agricultural		20	1
Residential real estate		547	14
Installment		1,062	26
Unallocated		422	10
	$	4,058	100	%

OTHER ASSETS

In September 2000, $10 million was used to purchase Bank Owned Life Insurance with a cash surrender value that increases tax-free during future years at an adjustable rate. At December 31, 2005, the cash surrender value was $12.6 million. The intangible assets consisted of core deposit intangibles of $3.1 million, which is amortized over the expected life of the related core deposits, and goodwill of $3.8 million, which is tested annually for impairment in accordance with SFAS No. 141 . In 2005 and 2004, no goodwill was expensed due to impairment of value.

DEPOSITS

Table 12 presents a summary of period end deposit balances. Total deposits declined to $447.6 million in 2005 from $452.6 million in 2004 and $450.5 million in 2003. Both non-interest bearing and interest-bearing checking accounts have remained relatively stable since 2003. Savings accounts grew from 2003 to 2004 but leveled off at 11% of total deposits at December 31, 2005. The Company introduced a Business Savings account in 2004, which contributed to the savings growth. Money market accounts declined from 13% in 2003 to 10% and 9% in 2004 and 2005, respectively, partially due to the introduction of the Business Savings account but also due to higher rates on certificates of deposit and higher rates offered by competitors. Certificates of deposit less than $100,000 declined $1.3 million in 2005 but continued to represent 32% of deposits at the end of 2005. Certificates of $100,000 and over are primarily short-term public funds and brokered deposits. Balances of such large certificates fluctuate depending on the Company’s pricing strategy and funding needs at any particular time

24

and were up to 10% of total deposits in 2005. Deposits are attracted principally from within the Company’s market area through the offering of numerous deposit instruments. Interest rates, maturity terms, service fees, and withdrawal penalties for the various types of accounts are established periodically by management based on the Company’s liquidity requirements, growth goals and market trends. The Company issued approximately $6.0 million in certificates of deposit through brokers in 2004 at terms ranging from 15 to 24 months. The amount of deposits currently from outside the Company’s market area is not significant.

TABLE 12—DEPOSITS

(Dollars in thousands)

At December 31,

	2005				2004				2003				2002				2001
	Amount		Percent of Total		Amount		Percent of Total		Amount		Percent of Total		Amount		Percent of Total		Amount		Percent of Total
Demand	$	60,657	14	%	$	58,452	13	%	$	56,781	13	%	$	52,280	11	%	$	52,734	11	%
NOW		107,424	24			109,840	24			110,429	25			111,680	24			103,905	22
Savings		49,914	11			53,037	12			46,785	10			41,853	9			42,854	9
Money market		40,649	9			45,023	10			60,084	13			54,688	12			59,990	13
CD’s less than $100,000		141,969	32			143,264	32			141,089	31			164,962	35			174,599	36
CD’s $100,000 and over		47,013	10			42,977	9			35,332	8			42,633	9			45,158	9
Total	$	447,626	100	%	$	452,593	100	%	$	450,500	100	%	$	468,096	100	%	$	479,240	100	%

The following table sets forth the dollar amount of time deposits maturing in the periods indicated:

TABLE 13—MATURITY OF TIME DEPOSITS

(Dollars in thousands)

	$100,000 or More		Less than $100,000		Total
Three months or less	$	9,378	$	15,160	$	24,538
Over 3 months to 6 months		12,441		16,710		29,151
Over 6 months to 12 months		13,795		49,975		63,770
Over twelve months		11,399		60,124		71,523
Total	$	47,013	$	141,969	$	188,982

OTHER BORROWINGS

Periodically during the past five years the Company has purchased investment securities with funds borrowed from the FHLB. At December 31, 2005, the Bank had outstanding $100.8 million of total borrowings from the FHLB, $98.5 million of which consisted of seven fixed-rate notes with a weighted average rate of 5.20% and with maturities in 2008, 2010 and 2011. At the option of the FHLB, all of these notes can be converted once a quarter to instruments that adjust quarterly at the three-month LIBOR rate. These notes are subject to substantial prepayment penalties. If converted by the Federal Home Loan Bank, the notes can be prepaid without penalty. The remaining $2.3 million consists of one fixed-rate monthly amortizing note with a weighted average rate of 4.67% and with final maturity in 2006. The Company completed paying off $47 million in Federal Home Loan Bank advances with a weighted average rate of 5.65% during February 2006. The prepayment of these advances included a penalty of $1.4 million. In addition, investments of approximately $18 million were sold at a loss of $156,000 to help fund repayment of these advances. Of the securities sold, one mortgage-backed security with a par value of approximately $14 million realized a loss of approximately

25

$160,000. This security was projected to mature over the next ten months. The Company had the ability to hold the security until maturity, but sold it to accelerate cash flow to fund repayment of the fixed-rate advances. The sale of this security and repayment of advances does impact the Company’s ability and intent to hold the remaining available for sale securities until the foreseeable future. This penalty and loss will be recognized during the first quarter of 2006 and will reduce net income for the quarter approximately $1 million.

At December 31, 2005, the Company’s short-term borrowings consisted of $28.5 million in securities sold under repurchase agreements and $1.6 million in treasury demand notes. Table 14 sets forth certain information regarding the Company’s outstanding short-term borrowings at the dates and for the periods indicated:

TABLE 14—SHORT-TERM BORROWINGS

(Dollars in thousands)

	December 31,
	2005			2004			2003
Amount of short-term borrowings outstanding at end of period	$	30,027		$	18,023		$	21,909
Maximum amount of short-term borrowings outstanding at any month end during period	$	42,942		$	39,250		$	36,480
Average amount of short-term borrowings outstanding during period	$	31,749		$	25,770		$	24,561
Weighted average interest rate of short-term borrowings during period		2.99	%		1.05	%		0.83	%
Weighted average interest rate of short-term borrowings at end of period		3.91	%		1.81	%		0.65	%

During the second quarter of 2002, the Company participated in a securities sale commonly referred to as a “pooled trust preferred securities offering.” In that offering, the Company issued to a trust controlled by the Company $8.2 million in thirty-year debt securities at a rate of interest adjustable quarterly equal to the three-month LIBOR rate plus 3.45% (currently 7.97%), and the trust issued capital securities of $8.0 million to an unrelated party. The securities issued by the Company are classified as Tier 1 capital for regulatory purposes, and the interest is deductible for federal income tax purposes. The Company made a capital contribution of $8 million of these funds to the Bank to improve its regulatory capital ratios.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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CONTRACTUAL OBLIGATIONS

The following table summarizes the Company’s contractual obligations at December 31, 2005 and the periods the expected payments are due.

TABLE 15—CONTRACTUAL OBLIGATIONS

(Dollars in thousands)

December 31, 2005

			Payments Due By Period
Contractual Obligation	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Time deposits	$	188,982	$	117,459	$	49,579	$	7,973	$	13,971
Long-term debt		100,791		2,291		45,000		5,000		48,500
Capital lease		—		—		—		—		—
Operating lease		286		81		109		66		30
Fixed purchase obligation		—		—		—		—		—
Variable purchase obligation (a)		1,646		400		778		468		—
Other long-term liabilities reflected on the balance sheet		—		—		—		—		—
Total	$	291,705	$	120,231	$	95,466	$	13,507	$	62,501

(a) Variable purchase obligation includes service contracts based on variable pricing measures, such as number of accounts or items processed. Future obligations have been estimated based on recent activity and pricing.

CAPITAL

The Federal Reserve Board has adopted risk-based capital guidelines that assign risk weightings to assets and off-balance sheet items and also define and set minimum capital requirements (risk-based capital ratios). Bank holding companies must maintain total risk-based, Tier 1 risk-based and Tier 1 leverage ratios of 8%, 4% and 3%, respectively. At December 31, 2005, NB&T Financial met all of its capital requirements with a total risk-based capital ratio of 14.96%, a Tier 1 risk-based capital ratio of 14.03%, and a Tier 1 leverage ratio of 9.36%. For further information regarding NB&T Financial’s capital, see Note 14 to the Financial Statements in Item 8 of this annual report.

LIQUIDITY

Effective liquidity management ensures that the cash flow requirements of depositors and borrowers, as well as Company cash needs, are met. The Company manages liquidity on both the asset and liability sides of the balance sheet. The loan to deposit ratio at December 31, 2005, was 93.3%, compared to 89.0% at December 31, 2004. Loans to total assets were 64.2% at the end of 2005, compared to 62.4% at the same time last year. Management strives to keep this ratio below 70%. The securities portfolio is 100% available-for-sale securities that are readily marketable. Approximately 80% of the available-for-sale portfolio is pledged to secure public deposits, short-term and long-term borrowings and for other purposes as required by law. The balance of the available-for-sale securities could be sold if necessary for liquidity purposes. Also, a stable deposit base, consisting of over 89.5% core deposits, makes the Company less susceptible to large fluctuations in funding needs. The Company has short-term borrowing lines of credit with several correspondent banks. The Company also has both short- and long-term borrowing available through the FHLB. The Company has the ability to obtain deposits in the brokered certificate of deposit market to help provide liquidity to fund loan growth.

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MARKET RISK MANAGEMENT

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to interest rate risk, exchange rate risk, equity price risk and commodity price risk. The Company does not maintain a trading account for any class of financial instrument, and is not currently subject to foreign currency exchange rate risk, equity price risk or commodity price risk. The Company’s market risk is composed primarily of interest rate risk.

The Company’s Asset/Liability Committee (ALCO) is responsible for reviewing the interest rate sensitivity position of the Company and establishing policies to monitor and limit exposure to interest rate risk. The Company’s Board of Directors approves the guidelines established by ALCO. The primary goal of the asset/liability management function is to maximize net interest income within the interest rate risk limits set by ALCO. Interest rate risk is monitored on a quarterly basis through ALCO meetings. Techniques used include both interest rate gap management and simulation modeling that measures the effect of rate changes on net interest income and market value of equity under different rate scenarios. The interest rate gap analysis schedule (Table 16) quantifies the static asset/liability rate sensitivity as of December 31, 2005 for the Bank only. As shown, the Bank was asset sensitive for all periods. Asset sensitive means the Bank has more earning assets with the potential to change rate than interest-bearing liabilities. Conversely, liability sensitive means the Bank has more interest-bearing liabilities with the potential to change rate than earning assets. The cumulative gap as a percent of total assets through one year at the end of 2005 was a positive 3.0% compared to a positive 7.7% at the end of 2004. The balances of transaction type NOW and MMDA accounts are scheduled to run off over their expected lives. Although the entire balance of these deposits is subject to repricing or withdrawal in a relatively short period of time, they have been a stable base of retail core deposits for the Bank. Also, historically their sensitivity to changes in interest rates has been significantly less than some other deposits, such as certificates of deposit. The Bank estimates the repricing periods for NOW, savings and MMDAs using guidance available from industry historical measures. However, considering today’s low interest rate environment, the future rate sensitivity of these deposits could be significantly different.

TABLE 16—INTEREST RATE GAP ANALYSIS

(Dollars in thousands)

At December 31, 2005

	Report Grouping
	0-3 Months			3-6 Months			6-12 Months			1-3 Years			Over 3 Years			Total
Loans	$	82,917		$	21,577		$	45,704		$	156,017		$	111,408		$	417,623
Securities		9,244			10,451			32,144			90,505			37,779			180,123
Short-term funds & BOLI		517			—			12,588			—			—			13,105
Total earning assets	$	92,678		$	32,028		$	90,436		$	246,522		$	149,187		$	610,851
Savings, NOW & MMDA	$	11,411		$	11,411		$	22,822		$	109,373		$	42,970		$	197,987
Other time deposits		24,538			29,151			63,770			49,579			21,944			188,982
Short-term borrowings		30,027			—			—			—						30,027
Long-term debt		678			686			927			45,000			53,500			100,791
Total interest-bearing funds	$	66,654		$	41,248		$	87,519		$	203,952		$	118,414		$	517,787
Period gap		26,024			(9,220	)		2,917			42,570			30,773			93,064
Cumulative gap		26,024			16,804			19,721			62,291			93,064
Gap as a percent of assets		4.01	%		2.59	%		3.04	%		9.60	%		14.34	%

The Bank also uses simulation models to manage interest rate risk. In the Bank’s simulation models, each asset and liability balance is projected over a one-year horizon. Net interest income is then projected based on expected cash flows and projected interest rates under a stable rate scenario and analyzed on a quarterly basis.

28

The results of this analysis are used in decisions made concerning pricing strategies for loans and deposits, balance sheet mix, securities portfolio strategies, liquidity and capital adequacy. The Bank’s current one-year simulation models under stable rates indicate a relatively flat yield on interest-earning assets and an increasing cost of interest-bearing liabilities. This position could have a slightly negative effect on projected net interest margin over the next twelve months.

Simulation models are also performed under an instantaneous parallel 300 basis point increase or decrease in interest rates. The model includes assumptions as to repricing and expected prepayments, anticipated calls, and expected decay rates of transaction accounts under the different rate scenarios. The results of these simulations include changes in both net interest income and market value of equity. ALCO guidelines that measure interest rate risk by the percent of change from stable rates, and capital adequacy, have been established, and as Table 17 indicates at December 31, 2005, the results of 300 basis points increase simulations are within those guidelines; however, the results of the 300 basis points decrease simulations exceeded those guidelines. Many of the Bank’s deposits are within 300 basis points of a zero interest rate floor, and the Bank’s inability to reduce rates below the zero floor could negatively impact the Bank’s future earnings and market value of equity.

As with any method of measuring interest rate risk, certain shortcomings are inherent in the simulation modeling. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market rates. In addition, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market rates, while interest rates on other types may lag behind changes in market rates. Further, in the event of a change in interest rates, expected rates of prepayment on loans and mortgage-backed securities and early withdrawals from certificates of deposit may deviate significantly from those assumed in making the risk calculations. The Bank’s rate shock simulation models provide results in extreme interest rate environments and results are used accordingly. Reacting to changes in economic conditions, interest rates and market forces, the Bank has been able to alter the mix of short-and long-term loans and investments, and increase or decrease the emphasis on fixed- and variable-rate products in response to changing market conditions. By managing the interest rate sensitivity of its asset composition in this manner, the Bank has been able to maintain a flow of net interest income less volatile than the rate shock simulation models predicted.

TABLE 17—RATE SHOCK ANALYSIS

	One Year Net Interest Income Change							Economic Value of Equity Change
Rate Shock	Year End 2005		Year End 2004		ALCO Guideline			Year End 2005		Year End 2004		ALCO Guideline
+300	-  4.5	%	-  2.8	%	±	10	%	-  6.0	%	-  2.4	%	±	50	%
+200	-  3.0		-  1.3		±	10		-  3.0		0.0		±	30
+100	-  1.6		0.3		±	10		-  0.6		0.7		±	15
- 100	-  3.1		-  8.7		±	10		-  3.9		-  7.9		±	15
- 200	-  7.8		-17.9		±	10		-11.7		-18.7		±	30
- 300	-17.7		-27.5		±	10		-22.0		-25.7		±	50

IMPACT OF INFLATION AND CHANGING PRICES

The majority of a financial institution’s assets and liabilities are monetary in nature. Changes in interest rates affect the financial condition of a financial institution to a greater degree than inflation. Although interest rates are determined in large measure by changes in the general level of inflation, they do not change at the same rate or in the same magnitude, but rather react in correlation to changes in expected rate of inflation and to changes in monetary and fiscal policy. The Company’s ability to react to changes in interest rates has a significant impact on financial results. As discussed previously, management attempts to control interest rate sensitivity in order to protect against wide interest rate fluctuations.

29

CRITICAL ACCOUNTING POLICIES

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States and conform to general practices within the banking industry. The Company’s significant accounting policies are described in detail in the notes to the Company’s consolidated financial statements for the year ended December 31, 2005. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. The financial position and results of operations can be affected by these estimates and assumptions and are integral to the understanding of reported results. Critical accounting policies are those policies that management believes are the most important to the portrayal of the Company’s financial condition and results, and they require management to make estimates that are difficult, subjective, or complex.

Allowance for Loan Losses—The allowance for loan losses provides coverage for probable losses inherent in the Company’s loan portfolio. Management evaluates the adequacy of the allowance for loan losses each quarter based on changes, if any, in underwriting activities, the loan portfolio composition (including product mix and geographic, industry or customer-specific concentrations), trends in loan performance, regulatory guidance and economic factors. This evaluation is inherently subjective, as it requires the use of significant management estimates. Many factors can affect management’s estimates of specific and expected losses, including volatility of default probabilities, collateral values, rating migrations, loss severity and economic and political conditions. The allowance is increased through provisions charged to operating earnings and reduced by net charge-offs.

The Company determines the amount of the allowance based on relative risk characteristics of the loan portfolio. The allowance recorded for commercial loans is based on reviews of individual credit relationships and historical loss experience. The allowance recorded for homogeneous consumer loans is based on an analysis of loan mix, risk characteristics of the portfolio, and historical losses, adjusted for current trends, for each homogeneous category or group of loans. The allowance for loan losses relating to impaired loans is based on the loan’s observable market price, the collateral for certain collateral-dependent loans, or the discounted cash flows using the loan’s effective interest rate.

Regardless of the extent of the Company’s analysis of customer performance, portfolio trends or risk management processes, certain inherent but undetected losses are probable within the loan portfolio. This is due to several factors, including inherent delays in obtaining information regarding a customer’s financial condition or changes in their unique business conditions, the judgmental nature of individual loan evaluations, collateral assessments and the interpretation of economic trends. Volatility of economic or customer-specific conditions affecting the identification and estimation of losses for larger non-homogeneous credits and the sensitivity of assumptions utilized to establish allowances for homogenous groups of loans are among other factors. The Company estimates a range of inherent losses related to the existence of these exposures. The estimates are based upon the Company’s evaluation of risk associated with the commercial and consumer allowance levels and the estimated impact of the current economic environment.

Goodwill and Other Intangibles—The Company records all assets and liabilities acquired in purchase acquisitions, including goodwill and other intangibles, at fair value as required by SFAS 141. Goodwill is subject, at a minimum, to annual tests for impairment. Other intangible assets are amortized over their estimated useful lives using straight-line and accelerated methods, and are subject to impairment if events or circumstances indicate a possible inability to realize the carrying amount. The initial goodwill and other intangibles recorded and subsequent impairment analysis requires management to make subjective judgments concerning estimates of how the acquired asset will perform in the future. Events and factors that may significantly affect the estimates include, among others, customer attrition, changes in revenue growth trends, specific industry conditions and changes in competition.

30

EFFECT OF RECENT ACCOUNTING STANDARDS

Share Based Payments—The Financial Accounting Standards Board issued Standard 123R “Share Based Payments” in 2004, which becomes effective for fiscal years beginning after June 15, 2005. This standard impacts the accounting for and disclosure of stock-based compensation plans. As disclosed in Note 1 “Stock Options” to the financial statements included in Item 1, this standard will increase the Company’s compensation expense related to stock options.

I tem 7A. Quantitative and Qualitative Disclosures About Market Risk.

See “Market Risk Management” in Item 7, which is incorporated herein by reference.

31

I tem 8. Financial Statements and Supplementary Data

- INDEX-

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	33
FINANCIAL STATEMENTS
Consolidated Balance Sheets	34
Consolidated Statements of Income	35
Consolidated Statements of Shareholders’ Equity	36
Consolidated Statements of Cash Flows	37
Notes to Consolidated Financial Statements	38-57

32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee, Board of Directors and Stockholders

NB&T Financial Group, Inc.

Wilmington, Ohio

We have audited the accompanying consolidated balance sheets of NB&T Financial Group, Inc. as of December 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these 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 NB&T Financial Group, Inc. as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ BKD, LLP

Cincinnati, Ohio

February 2, 2006, except for Note 22 as to which the date is February 17, 2006

33

NB&T Financial Group, Inc.

Consolidated Balance Sheets

December 31, 2005 and 2004

(Dollars in Thousands)

	2005			2004
Assets
Cash and due from banks	$	16,882		$	13,248
Interest-bearing demand deposits		285			563
Federal funds sold		232			16,240
Cash and cash equivalents		17,399			30,051
Available-for-sale securities		171,567			169,745
Loans, net of allowance for loan losses of $4,058 and $4,212 at December 31, 2005 and 2004		413,565			398,627
Premises and equipment		13,565			14,096
Federal Reserve and Federal Home Loan Bank stock		8,556			8,176
Earned income receivable		4,047			3,393
Goodwill		3,830			3,625
Core deposits and other intangibles		2,663			3,344
Bank-owned life insurance		12,588			12,150
Other		2,468			2,116
Total assets	$	650,248		$	645,323
Liabilities and Stockholders’ Equity
Liabilities
Deposits
Demand	$	60,657		$	58,451
Savings, NOW and money market		197,987			207,900
Time		188,982			186,242
Total deposits		447,626			452,593
Short-term borrowings		30,027			18,023
Long-term debt		109,039			111,673
Interest payable and other liabilities		5,058			4,433
Total liabilities		591,750			586,722
Commitments and Contingencies
Stockholders’ Equity
Preferred stock, no par value, authorized 100,000 shares; none issued
Common stock, no par value; authorized 6,000,000 shares; issued—3,818,950 shares		1,000			1,000
Additional paid-in capital		10,134			9,828
Retained earnings		55,501			54,688
Unearned employee stock ownership plan (ESOP) shares		(1,152	)		(1,337	)
Accumulated other comprehensive income		(951	)		225
Treasury stock, at cost Common; 2005—586,437 shares, 2004—591,887 shares		(6,034	)		(5,803	)
Total stockholders’ equity		58,498			58,601
Total liabilities and stockholders’ equity	$	650,248		$	645,323

See Notes to Consolidated Financial Statements.

34

NB&T Financial Group, Inc.

C onsolidated Statements of Income

Years Ended December 31, 2005, 2004 and 2003

(Dollars in Thousands, except per share amounts)

	2005		2004		2003
Interest and Dividend Income
Loans	$	25,535	$	24,895	$	26,471
Securities
Taxable		4,629		4,638		5,515
Tax-exempt		1,886		2,076		2,488
Federal funds sold		396		180		104
Dividends on Federal Home Loan and Federal Reserve Bank stock		423		341		323
Deposits with financial institutions		17		5		3
Total interest and dividend income		32,886		32,135		34,904
Interest Expense
Deposits		6,972		5,554		6,859
Short-term borrowings		951		271		198
Long-term debt		5,845		6,079		6,314
Total interest expense		13,768		11,904		13,371
Net Interest Income		19,118		20,231		21,533
Provision for Loan Losses		775		1,900		3,919
Net Interest Income After Provision for Loan Losses		18,343		18,331		17,614
Noninterest Income
Trust income		1,009		991		863
Service charges on deposits		2,496		2,748		2,687
Other service charges and fees		793		668		617
ATM network fees		197		315		435
Insurance agency commissions		2,485		2,494		2,519
Net realized gains on sales of available-for-sale securities		101		787		915
Income from bank owned life insurance		438		520		531
Other		848		716		848
Total noninterest income		8,367		9,239		9,415
Noninterest Expense
Salaries and employee benefits		11,592		11,055		10,997
Net occupancy expense		1,866		1,743		1,790
Equipment expense		1,954		2,032		2,312
Data processing fees		810		865		932
Professional fees		1,711		1,388		1,294
Marketing expense		626		628		577
Printing, postage and supplies		702		809		827
State franchise tax		748		701		685
Amortization of intangibles		681		705		712
Other		1,178		1,626		2,345
Total noninterest expense		21,868		21,552		22,471
Income Before Income Tax		4,842		6,018		4,558
Provision for Income Taxes		737		1,064		454
Net Income	$	4,105	$	4,954	$	4,104
Basic Earnings Per Share	$	1.30	$	1.57	$	1.31
Diluted Earnings Per Share	$	1.30	$	1.56	$	1.30

See Notes to Consolidated Financial Statements.

35

NB&T Financial Group, Inc.

Consolidated Statements of Stockholders’ Equity

Years Ended December 31, 2005, 2004 and 2003

(Dollars in Thousands)

	Common Stock Amount		Additional Paid-in Capital		Retained Earnings			Unearned ESOP Shares			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
Balance, January 1, 2003		1,000		9,270		51,792			(1,703	)		2,064			(5,119	)		57,304
Comprehensive income
Net income						4,104												4,104
Change in unrealized (loss) on securities available for sale, net of reclassification adjustment and tax effect												(1,587	)					(1,587	)
Total comprehensive income																		2,517
Dividends on common stock, $.96 per share						(3,013	)											(3,013	)
Purchase of stock (45,245 shares)															(1,138	)		(1,138	)
Sale of stock to ESOP (5,728 shares)				172														172
Stock options exercised				186											407			593
ESOP shares earned		—		64		—			197			—			—			261
Balance, December 31, 2003		1,000		9,692		52,883			(1,506	)		477			(5,850	)		56,696
Comprehensive income
Net income						4,954												4,954
Change in unrealized gain on securities available for sale, net of reclassification adjustment and tax effect												(252	)					(252	)
Total comprehensive income																		4,702
Dividends on common stock, $1.00 per share						(3,149	)											(3,149	)
Tax benefit on stock options exercised				16														16
Stock options exercised				42											47			89
ESOP shares earned		—		78		—			169			—			—			247
Balance, December 31, 2004		1,000		9,828		54,688			(1,337	)		225			(5,803	)		58,601
Comprehensive income
Net income						4,105												4,105
Change in unrealized gain on securities available for sale, net of reclassification adjustment and tax effect												(1,176	)					(1,176	)
Total comprehensive income																		2,929
Dividends on common stock, $1.04 per share						(3,292	)											(3,292	)
Purchase of stock (20,150 shares)															(482	)		(482	)
Tax benefit on stock options exercised				46														46
Stock options exercised				223											251			474
ESOP shares earned		—		37		—			185			—			—			222
Balance, December 31, 2005	$	1,000	$	10,134	$	55,501		$	(1,152	)	$	(951	)	$	(6,034	)	$	58,498

See Notes to Consolidated Financial Statements.

36

NB&T Financial Group, Inc.

Consolidated Statements of Cash Flows

Years Ended December 31, 2005, 2004 and 2003

(Dollars in Thousands)

	2005			2004			2003
Operating Activities
Net income	$	4,105		$	4,954		$	4,104
Items not requiring (providing) cash:
Depreciation and amortization		2,252			2,435			2,491
Provision for loan losses		775			1,900			3,919
Amortization of premiums and discounts on securities		983			1,183			1,910
ESOP shares earned		222			247			261
Deferred income taxes		55			527			(620	)
Proceeds from sale of loans held for sale		2,155			874			1,954
Originations of loans held for sale		(2,123	)		(766	)		(1,980	)
Gain from sale of loans		(32	)		(22	)		(60	)
Net realized (gains) losses on available-for-sale securities		(101	)		(787	)		(915	)
FHLB stock dividends		(380	)		(299	)		(279	)
Changes in:
Interest receivable		(654	)		99			621
Other assets		(668	)		(1,093	)		(892	)
Interest payable and other liabilities		1,027			1,591			(420	)
Net cash provided by operating activities		7,616			10,843			10,094
Investing Activities
Purchases of available-for-sale securities		(28,216	)		(71,340	)		(146,732	)
Proceeds from maturities of available-for-sale securities		16,184			49,995			116,295
Proceeds from the sales of available-for-sale securities		7,545			42,106			42,509
Proceeds from maturities of held-to-maturity securities		—			519			5,815
Net change in loans		(15,713	)		4,378			(28,163	)
Purchases of premises and equipment		(1,171	)		(2,086	)		(1,005	)
Acquisitions of bank and insurance agencies		—			(635	)		—
Net cash provided (used) in investing activities		(21,371	)		22,937			(11,281	)
Financing Activities
Net increase (decrease) in demand deposits, money market, now and savings accounts		(7,707	)		(7,727	)		13,577
Net increase (decrease) in certificates of deposit		2,740			9,820			(31,173	)
Net (decrease) in short-term borrowings		12,004			(3,886	)		2,669
Proceeds from long-term debt		—			—			20,000
Repayment of long-term debt		(2,634	)		(21,094	)		(3,927	)
Proceeds from stock options exercised		474			89			593
Purchase of treasury stock		(482	)		—			(1,138	)
Dividends paid		(3,292	)		(3,149	)		(3,013	)
Net cash provided (used) in financing activities		1,103			(25,947	)		(2,412	)
Increase (Decrease) in Cash and Cash Equivalents		(12,652	)		7,833			(3,599	)
Cash and Cash Equivalents, Beginning of Year		30,051			22,218			25,817
Cash and Cash Equivalents, End of Year	$	17,399		$	30,051		$	22,218
Supplemental Cash Flows Information
Interest paid	$	13,666		$	12,401		$	13,474
Income taxes paid (net of refunds)		684			380			1,043

See Notes to Consolidated Financial Statements.

37

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements

Years Ended December 31, 2005, 2004 and 2003

Note 1: Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

NB&T Financial Group, Inc. (“Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The National Bank and Trust Company (the “Bank”) and NB&T Statutory Trust I (“Trust I”). In accordance with FIN 46R, Trust I is not consolidated into these financial statements. The Bank is primarily engaged in providing a full range of banking and financial services to individual and corporate customers in Adams, Brown, Clermont, Clinton, Hardin, Highland, and Warren counties in Ohio. The Bank offers insurance products including property, casualty and life through its wholly-owned subsidiary, NB&T Insurance Agency, Inc. (“Agency”). The Bank is subject to competition from other financial institutions. The Bank is subject to the regulation of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, Bank and the Agency. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses. In connection with the determination of the allowance for loan losses, management obtains independent appraisals for significant properties.

Cash Equivalents

The Company considers all liquid investments with original maturities of three months or less to be cash equivalents.

Securities

Available-for-sale securities, which include any security for which the Company has no immediate plan to sell but which may be sold in the future, are carried at fair value. Unrealized gains and losses are recorded, net of related income tax effects, in other comprehensive income.

Held-to-maturity securities, which include any security for which the Company has the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts.

Amortization of premiums and accretion of discounts are recorded as interest income from securities. Realized gains and losses are recorded as net security gains (losses). Gains and losses on sales of securities are determined on the specific-identification method.

38

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

The Company evaluates its securities portfolio for impairment throughout the year. An impairment is recorded against individual equity securities if their cost significantly exceeds their fair value for a substantial amount of time. An impairment is also recorded for investments in debt securities, unless the decrease in fair value is attributed to interest rates and management has the intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

Loans Held for Sale

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for any charge-offs, the allowance for loan losses, any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Generally, loans are placed on non-accrual status at ninety days past due and interest is considered a loss, unless the loan is well-secured and in the process of collection.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

39

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

Large groups of smaller balance homogenous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment measurements.

Premises and Equipment

Depreciable assets are stated at cost less accumulated depreciation. Depreciation is charged to expense using the straight-line method over the estimated useful lives of the assets.

Federal Reserve and Federal Home Loan Bank Stock

Federal Reserve and Federal Home Loan Bank stock are required investments for institutions that are members of the Federal Reserve and Federal Home Loan Bank systems. The required investment in the common stock is based on a predetermined formula.

Foreclosed Assets Held for Sale

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets.

Goodwill

Goodwill is annually tested for impairment. If the implied fair value of goodwill is lower than its carrying amount, a goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the financial statements.

Intangible Assets

Intangible assets are being amortized on an accelerated basis over periods ranging from seven to eleven years. Such assets are periodically evaluated as to the recoverability of their carrying value.

Treasury Stock

Treasury stock is stated at cost. Cost is determined based on the average cost of all shares.

Stock Options

At December 31, 2005, the Company had a stock-based employee compensation plan, which is described more fully in Note 17. The Company accounts for this plan under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the grant date. The following table illustrates the effect on net income and earnings per share if the company had applied the fair value provisions of FASB

40

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation (thousands, except per share amounts):

	Year Ended December 31
	2005			2004			2003
Net income, as reported	$	4,105		$	4,954		$	4,104
Less: Total stock-based employee compensation cost determined under the fair value based method, net of income taxes		(122	)		(51	)		(75	)
Pro forma net income	$	3,983		$	4,903		$	4,029
Earnings per share:
Basic—as reported	$	1.30		$	1.57		$	1.31
Basic—pro forma	$	1.26		$	1.56		$	1.29
Diluted—as reported	$	1.30		$	1.56		$	1.30
Diluted—pro forma	$	1.26		$	1.55		$	1.28

Income Taxes

Deferred tax assets and liabilities are recognized for the tax effects of differences between the financial statement and tax bases of assets and liabilities. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be realized. The Company files consolidated income tax returns with its subsidiaries.

Earnings Per Share

Earnings per share have been computed based upon the weighted-average common shares outstanding during each year. Unearned ESOP shares have been excluded from the computation of average shares outstanding.

Reclassifications

Certain reclassifications have been made to the 2004 and 2003 financial statements to conform to the 2005 financial statement presentation. These reclassifications had no effect on net income.

Note 2: Restriction on Cash and Due From Banks

The Bank is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank. The reserve required at December 31, 2005 was $7,483,000.

41

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

Note 3: Securities

The amortized cost and approximate fair values of securities are as follows (thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Approximate Fair Value
Available-for-Sale Securities:
December 31, 2005:
U.S. government agencies	$	80,268	$	—	$	(1,944	)	$	78,324
Mortgage-backed securities		55,251		47		(839	)		54,459
State and political subdivision		37,480		1,363		(69	)		38,774
Other securities		10		—		—			10
	$	173,009	$	1,410	$	(2,852	)	$	171,567
December 31, 2004:
U.S. government agencies	$	69,135	$	—	$	(1,046	)	$	68,089
Mortgage-backed securities		61,923		473		(323	)		62,073
State and political subdivision		38,336		1,269		(32	)		39,573
Other securities		10		—		—			10
	$	169,404	$	1,742	$	(1,401	)	$	169,745

In the third quarter of 2004, all held-to-maturity securities, which were comprised mostly of out-of-state municipal bonds, were transferred to available-for-sale because such securities were no longer eligible for pledging against public deposits. The amortized cost of these securities and the unrealized gain at the time of transfer was $38,160,000 and $571,000, respectively.

The amortized cost and fair value of securities available for sale at December 31, 2005, by contractual maturity, are shown below (thousands). Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost		Fair Value
Within one year	$	24,110	$	23,780
One to five years		56,258		54,648
Five to ten years		2,329		2,276
After ten years		35,051		36,394
		117,748		117,098
Mortgage-backed securities		55,251		54,459
Other asset-backed securities		10		10
Totals	$	173,009	$	171,567

The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, was $108,240,000 at December 31, 2005, and $88,070,000 at December 31, 2004. The book value of securities sold under agreements to repurchase amounted to $29,046,000 and $25,540,000 at December 31, 2005 and 2004, respectively.

42

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

Gross gains of $107,000, $824,000 and $915,000 and gross losses of $6,000, $37,000 and $0 resulting from sales of available-for-sale securities were realized for 2005, 2004 and 2003, respectively. The tax expense for net gains on securities transactions for 2005, 2004 and 2003 was $34,000, $268,000 and $311,000, respectively.

The table below indicates the gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2005 and 2004.

	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
December 31, 2005
U.S. Treasuries & U.S. Agency Notes	$	11,433	$	(205	)	$	66,891	$	(1,739	)	$	78,324	$	(1,944	)
U.S. Agency mortgage-backed securities		9,224		(143	)		4,296		(126	)		13,520		(269	)
Other mortgage-backed securities		13,986		(234	)		22,067		(336	)		36,053		(570	)
Municipals		2,749		(35	)		1,076		(34	)		3,825		(69	)
Other securities		0		0			0		0			0		0
Total Securities	$	37,392	$	(617	)	$	94,330	$	(2,235	)	$	131,722	$	(2,852	)
December 31, 2004
U.S. Treasuries & U.S. Agency Notes	$	62,230	$	(908	)	$	5,859	$	(138	)	$	68,089	$	(1,046	)
U.S. Agency mortgage-backed securities		2,298		(6	)		3,518		(57	)		5,816		(63	)
Other mortgage-backed securities		22,207		(200	)		3,241		(60	)		25,448		(260	)
Municipals		2,531		(32	)		0		0			2,531		(32	)
Other securities		0		0			0		0			0		0
Total Securities	$	89,266	$	(1,146	)	$	12,618	$	255		$	101,884	$	(1,401	)

Management evaluates securities for other-than-temporary impairment on a periodic basis. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost; (2) the financial condition of the issuer; and (3) the intent and ability of the company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Securities with a market value of $58,253,000 and an unrealized loss of $1,326,000 at December 31, 2005, are scheduled to mature in the next two years as part of the Company’s short-term liquidity cash flow management. The unrealized losses are due to the increase in interest rates since the securities were purchased. As management has the ability to hold these securities until the foreseeable future, no declines are deemed to be other-than-temporary.

43

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

Note 4: Loans and Allowance for Loan Losses

Categories of loans at December 31, include (thousands):

	2005			2004
Commercial and industrial	$	82,898		$	90,136
Agricultural		23,468			22,210
Real estate construction		9,743			13,114
Commercial real estate		82,616			55,565
Residential real estate		148,358			149,120
Consumer		70,696			72,926
Total loans		417,779			403,071
Less: Net deferred loan fees, premiums and discounts		(156	)		(232	)
Allowance for loan losses		(4,058	)		(4,212	)
Net loans	$	413,565		$	398,627

Activity in the allowance for loan losses was as follows (thousands):

	2005			2004			2003
Balance, beginning of year	$	4,212		$	4,830		$	4,010
Provision charged to expense		775			1,900			3,919
Recoveries of previous charge-offs		579			680			523
Losses charged off		(1,508	)		(3,198	)		(3,622	)
Balance, end of year	$	4,058		$	4,212		$	4,830

Impaired loans totaled $6,371,000 and $1,017,000 at December 31, 2005 and 2004, respectively. An allowance for loan losses of $529,000 and $146,000 relates to impaired loans of $5,197,000 and $458,000, at December 31, 2005 and 2004, respectively. At December 31, 2005 and 2004, impaired loans of $1,174,000 and $559,000 had no related allowance for loan losses.

Interest of $102,000 and $149,000 was recognized on average impaired loans of $3,262,000 and $3,951,000 for 2005 and 2004. Interest of $102,000 and $149,000 was recognized on impaired loans on a cash basis during 2005 and 2004.

At December 31, 2005 and 2004, there were no accruing loans delinquent 90 days or more. Non-accruing loans at December 31, 2005 and 2004 were $8,178,000 and $2,874,000, respectively.

Note 5: Premises and Equipment

Major classifications of premises and equipment, stated at cost, are as follows (thousands):

	2005			2004
Land	$	1,854		$	1,854
Buildings and improvements		13,032			12,668
Leasehold improvements		430			430
Construction in progress		146			20
Equipment		11,876			11,471
	$	27,338		$	26,443
Less accumulated depreciation and amortization		(13,773	)		(12,347	)
Net premises and equipment	$	13,565		$	14,096

44

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

Note 6: Operating Leases

The Bank has entered into certain operating leases for some of its branch locations. Operating lease expense was $92,000, $97,000, and $125,000 for years 2005, 2004, and 2003, respectively.

The minimum future lease payments for each of the next five years is as follows (thousands):

2006	$	81
2007		76
2008		33
2009		33
2010		33

Note 7: Goodwill

All goodwill is allocated to the banking segment of the business and totaled $3,830,000 and $3,625,000 at December 31, 2005 and 2004. An additional $205,000 related to a 2004 acquisition was allocated to goodwill in 2005.

Note 8: Other Intangible Assets

The carrying basis and accumulated amortization of recognized intangible assets at December 31, 2005 and 2004, were (thousands):

	2005					2004
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Core deposits	$	3,051	$	(2,031	)	$	3,051	$	(1,603	)
Other		2,325		(682	)		2,325		(429	)
	$	5,376	$	(2,713	)	$	5,376	$	(2,032	)

Amortization expense for the years ended December 31, 2005 and 2004, was $686,000 and $705,000, respectively. Estimated amortization expense for each of the following five years is (thousands):

2006	$	602
2007		510
2008		330
2009		243
2010		176

Note 9: Interest-Bearing Deposits

Interest-bearing deposits in denominations of $100,000 or more were $47,013,000 on December 31, 2005, and $42,977,000 on December 31, 2004. At December 31, 2005, the scheduled maturities of time deposits are as follows (thousands):

2006	$	117,459
2007		42,691
2008		6,888
2009		2,967
2010		5,006
Thereafter		13,971
	$	188,982

45

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

Note 10: Short-Term Borrowings

Short-term borrowings included the following (thousands):

	2005		2004
Securities sold under repurchase agreements	$	28,476	$	16,864
U. S. Treasury demand notes		1,551		1,159
Total short-term borrowings	$	30,027	$	18,023

Securities sold under agreements to repurchase consist of obligations of the Company to other parties. The obligations are secured by U.S. agency notes, and such collateral is held by the Federal Reserve Bank. The maximum amount of outstanding agreements at any month end during 2005 and 2004 totaled $41,798,000 and $38,397,000 and the daily average of such agreements totaled $31,063,000 and $25,181,000. The agreements at December 31, 2005, mature daily.

The Bank has an unused letter of credit with the Federal Home Loan Bank in the amount of $10,000,000 expiring March 31, 2006.

Note 11: Long-Term Debt

Long-term debt consisted of the following components (thousands):

	2005		2004
Federal Home Loan Bank Advances	$	100,791	$	103,425
Junior subordinated debentures		8,248		8,248
Total	$	109,039	$	111,673

The Federal Home Loan Bank advances are secured by mortgage loans and investment securities totaling $158,166,000 at December 31, 2005. Advances, at interest rates from 4.60 to 6.26 percent, are subject to restrictions or penalties in the event of prepayment. In addition, the Federal Home Loan Bank has at their option the ability to convert $98,500,000 to variable rate three- month Libor advances. If the Federal Home Loan Bank exercises this option, the Bank may repay the advance at interest rate reset dates with no penalty.

On June 26, 2002, NB&T Statutory Trust I (“Trust I”), a wholly owned subsidiary of the Company, closed a pooled private offering of 8,000 Capital Securities with a liquidation amount of $1,000 per security. The proceeds of the offering were loaned to the Company in exchange for junior subordinated debentures with terms similar to the Capital Securities. The sole assets of Trust I are the junior subordinated debentures of the Company and payments thereunder. The junior subordinated debentures and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee by the Company of the obligations of Trust I under the Capital Securities. Distributions on the Capital Securities are payable quarterly at the annual rate of 3.45% over the 3 month LIBOR and are included in interest expense in the consolidated financial statements. These securities are considered Tier 1 capital (with certain limitations applicable) under current regulatory guidelines.

In December 2003, FASB issued a revision to FIN 46 to clarify certain provisions which affected the accounting for trust preferred securities. As a result of the provisions in FIN 46, the trust was deconsolidated as of March 31, 2004, with the Company accounting for its investment in the trust as assets, its subordinated

46

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

debentures as debt, and the interest paid thereon as interest expense. The Company had always classified the trust preferred securities as debt but eliminated its common stock investment.

The junior subordinated debentures are subject to mandatory redemption, in whole or in part, upon repayment of the Capital Securities at maturity or their earlier redemption at the liquidation amount. Subject to the Company having received prior approval of the Federal Reserve, if then required, the Capital Securities are redeemable prior to the maturity date of June 26, 2032, at the option of the Company; on or after June 26, 2007 at par. Upon occurrence of specific events defined within the trust indenture, the Capital Securities may also be redeemed prior to June 26, 2007 at a premium. The Company has the option to defer distributions on the Capital Securities from time to time for a period not to exceed 20 consecutive semi-annual periods.

Aggregate annual maturities of Federal Home Loan Bank Advances at December 31, 2005, are (thousands):

	Debt
2006	$	2,291
2007		—
2008		45,000
2009		—
2010		5,000
Thereafter		48,500
	$	100,791

Note 12: Income Taxes

The provision for income taxes includes these components (thousands):

	2005		2004		2003
Taxes currently payable	$	682	$	535	$	1,074
Deferred income taxes		55		529		(620	)
Income tax expense	$	737	$	1,064	$	454

A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense is shown below (thousands):

	2005			2004			2003
Computed at the statutory rate (34%)	$	1,646		$	2,046		$	1,550
Increase (decrease) resulting from
Tax exempt interest		(606	)		(670	)		(788	)
ESOP dividend		(165	)		(161	)		(141	)
Bank owned life insurance		(149	)		(177	)		(180	)
Other		11			26			13
Actual tax expense	$	737		$	1,064		$	454

47

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

The tax effects of temporary differences related to deferred taxes shown on the balance sheets were (thousands):

	2005			2004
Deferred tax assets
Intangible asset amortization	$	—		$	83
Allowance for loan losses		1,229			1,267
Accruals not currently deductible		357			261
AMT credit carry forward		498			462
Unrealized losses on available for-sale securities		490			—
Charitable contribution carry forward		—			8
	$	2,574		$	2,081
Deferred tax liabilities
Intangible asset amortization		(75	)		—
Depreciation		(513	)		(706	)
FHLB stock dividends		(1,150	)		(1,021	)
Prepaid assets currently deductible		(116	)		(69	)
Unrealized gains on available-for-sale securities		—			(116	)
		(1,854	)		(1,912	)
Net deferred tax asset	$	720		$	169

Note 13: Other Comprehensive Income (Loss)

Other comprehensive income (loss) components and related taxes were as follows (thousands):

	2005			2004			2003
Unrealized gains (losses) on securities available for sale	$	(1,681	)	$	405		$	(1,490	)
Reclassification for realized amount included in income		101			787			915
Other comprehensive income (loss), before tax effect		(1,782	)		(382	)		(2,405	)
Tax expense (benefit)		(606	)		(130	)		(818	)
Other comprehensive income (loss)	$	(1,176	)	$	(252	)	$	(1,587	)

Note 14: Regulatory Matters

The Company and the subsidiary bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the subsidiary bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The 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 Company and the subsidiary bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital

48

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

(as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 2005, that the Company and the subsidiary bank meet all capital adequacy requirements to which they are subject.

As of December 31, 2005, the most recent notification from the regulators categorized the Company as well capitalized under the regulatory framework for prompt corrective action. To be categorized, the Company must maintain capital ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Company’s category.

The Company and subsidiary bank’s actual capital amounts and ratios are also presented in the following table (thousands):

	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of December 31, 2005
Total Risk-Based Capital (to Risk-Weighted Assets)
Consolidated	$	65,014	14.96	%	$	34,767	8.0	%		N/A	N/A
Bank		56,839	13.12			34,661	8.0		$	43,326	10.0	%
Tier I Capital (to Risk-Weighted Assets)
Consolidated		60,956	14.03			17,384	4.0			N/A	N/A
Bank		52,781	12.18			17,330	4.0			25,995	6.0
Tier I Capital (to Average Assets)
Consolidated		60,956	9.36			26,050	4.0			N/A	N/A
Bank		52,781	8.12			25,994	4.0			32,493	5.0

	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of December 31, 2004
Total Risk-Based Capital (to Risk-Weighted Assets)
Consolidated	$	63,619	15.06	%	$	33,803	8.0	%		N/A	N/A
Bank		56,688	13.46			33,691	8.0		$	42,113	10.0	%
Tier I Capital (to Risk-Weighted Assets)
Consolidated		59,407	14.06			16,901	4.0			N/A	N/A
Bank		52,476	12.46			16,845	4.0			25,268	6.0
Tier I Capital (to Average Assets)
Consolidated		59,407	9.18			25,873	4.0			N/A	N/A
Bank		52,476	8.13			25,821	4.0			32,341	5.0

49

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

The Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval. At December 31, 2005, approximately $1,390,000 of retained earnings were available for dividend declaration without prior regulatory approval.

Note 15: Related Party Transactions

The Bank had loans outstanding to executive officers, directors, significant shareholders and their affiliates (related parties). A summary of the related party loan activity follows (thousands):

	2005			2004
Balance, January 1	$	3,143		$	3,490
New loans		958			37
Payments		(1,070	)		(369	)
Other changes		2,079			(15	)
Balance, December 31	$	5,110		$	3,143

In management’s opinion, such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons. Further, in management’s opinion, these loans did not involve more than normal risk of collectibility or present other unfavorable features.

Deposits from related parties held by the Bank at December 31, 2005 and 2004 totaled $851,000 and $692,000 respectively.

Note 16: Employee Benefits

The Company has a retirement savings 401(k) plan covering substantially all employees. Employees may contribute up to 50% of their compensation. The Bank will match up to 3% of an employee’s compensation for the first 8% of their compensation contributed to the plan. Employer contributions charged to expense for 2005, 2004 and 2003 were $180,000, $146,000 and $139,000, respectively.

Also, the Bank has a deferred compensation agreement with certain active and retired officers. The agreement provides level monthly or annual payments ranging from four to twenty years after retirement. The charge to expense for the agreement was $245,000, $246,000 and $283,000 for 2005, 2004 and 2003, respectively. Such charges reflect the straight-line accrual over the period until full eligibility of the present value of benefits due each participant on the full eligibility date, using a 6.1% discount factor.

The Company sponsors a leveraged employee stock ownership plan (ESOP) that covers substantially all employees who meet minimum age and length of service requirements. Shares of the Company’s common stock held by the ESOP were purchased with the proceeds of external borrowings and borrowings from the Company; however, as of December 31, 2004, all external borrowings were paid off and all earned shares were purchased using internal funds. The Company makes annual contributions to the ESOP equal to the ESOP’s debt service less dividends on unallocated shares received by the ESOP. All dividends on unallocated shares received by the ESOP are used to pay debt service. The ESOP shares initially were pledged as collateral for its debt. As the debt is repaid, shares are released from collateral and allocated to plan participants, based on the proportion of debt service paid in the year to total expected debt service. The Bank accounts for its ESOP in accordance with

50

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

Statement of Position 93-6. All shares acquired in 1986 were fully allocated in 2003. Accordingly, the external debt of the ESOP is recorded as debt of the Company and the shares pledged as collateral are reported as unearned ESOP shares in the balance sheet. As shares are released from collateral, the Company reports compensation expense equal to the current fair value of the shares. Dividends on allocated ESOP shares are recorded as a reduction of retained earnings; dividends on unallocated ESOP shares are recorded as a reduction of debt and accrued interest.

ESOP compensation expense was $192,000, $247,000 and $261,000 for years 2005, 2004 and 2003, respectively. The ESOP shares as of December 31 were as follows:

	2005		2004
	Total Shares		Total Shares
Allocated shares		515,395		526,336
Shares released for allocation		9,248		8,292
Unearned shares		58,814		68,062
Total ESOP shares		583,457		602,690
Fair value of unearned shares at December 31	$	1,223,000	$	1,923,000

Note 17: Stock Option Plan

The Company has a fixed option plan under which the Company may grant options that vest over five years to selected employees for up to 267,327 shares of common stock. The exercise price of each option is intended to equal the fair value of the Company’s stock on the date of grant. An option’s maximum term is ten years.

A summary of the status of the plan at December 31, 2005, 2004 and 2003, and changes during the years then ended is presented below:

	2005				2004				2003
	Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
Outstanding, beginning of year	135,100		$	23.84	112,080		$	21.52	168,976		$	18.95
Granted	37,000			23.00	35,000			29.86	20,500			24.50
Exercised	(25,600	)		18.52	(4,780	)		18.60	(44,996	)		13.18
Expired	—			—	(7,200	)		20.61	(32,400	)		21.69
Outstanding, end of year	146,500		$	24.55	135,100		$	23.84	112,080		$	21.52
Options exercisable, end of year	94,800		$	23.66	61,360		$	21.72	56,400		$	21.15

51

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

The fair value of options granted is estimated on the date of the grant using an option-pricing model with the following weighted-average assumptions:

	2005			2004	2003
Dividend yields		4.52	%	3.35%		3.97	%
Volatility factors of expected market price of common stock		20.0	%	16.2% – 20.0%		16.7	%
Risk-free interest rates		4.1	%	1.6%		2.0	%
Expected life of options		9 years		9 years		9 years
Weighted-average fair value of options granted during the year	$	3.43		$2.65 – 3.51	$	2.27

The following table summarizes information about stock options under the plan outstanding at December 31, 2005:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price		Shares	Weighted- Average Exercise Price
$12.00 to $17.25	11,400	5.1 years	$	17.25	7,800	$	17.25
$20.50 to $23.25	58,900	7.6 years		22.29	48,700		22.57
$24.50 to $30.00	76,200	6.6 years		27.40	38,300		26.35

Note 18: Earnings Per Share

Earnings per share (EPS) were computed as follows (thousands, except per share amounts):

	2005		2004		2003
Basic earnings per share:
Net income	$	4,105	$	4,954	$	4,104
Weighted average common shares outstanding		3,161,630		3,148,241		3,132,791
Basic earnings per share	$	1.30	$	1.57	$	1.31
Diluted earnings per share:
Net income	$	4,105	$	4,954	$	4,104
Weighted average common shares outstanding		3,161,630		3,148,241		3,132,791
Effect of dilutive securities—stock options		6,248		17,708		18,977
Average shares and dilutive potential common shares		3,167,878		3,165,949		3,151,768
Diluted earnings per share	$	1.30	$	1.56	$	1.30

Options to purchase 120,700 shares of common stock at $22.00 to $30.50 per share were outstanding at December 31, 2005, but not included in the computation of diluted EPS because the options’ exercise price was greater than the average market price of the common shares.

52

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

Options to purchase 39,500 shares of common stock at $28.00 to $30.50 per share were outstanding at December 31, 2004, but not include in the computation of diluted EPS because the options’ exercise price was greater than the average market price of the common shares.

Options to purchase 7,100 shares of common stock at $28.00 per share were outstanding at December 31, 2003, but not included in the computation of diluted EPS because the options’ exercise price was greater than the average market price of the common shares.

Note 19: Disclosures about Fair Value of Financial Instruments

The following table presents estimated fair values of the Company’s financial instruments. The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate (thousands):

	December 31, 2005				December 31, 2004
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets
Cash and cash equivalents	$	17,399	$	17,399	$	30,051	$	30,051
Available-for-sale securities		171,567		171,567		169,745		169,745
Held-to-maturity securities		—		—		—		—
Loans including loans held for sale, net		413,565		409,464		398,627		394,850
Stock in FRB and FHLB		8,556		8,556		8,176		8,176
Cash surrender value of life insurance		12,588		12,588		12,150		12,150
Interest receivable		4,047		4,047		3,393		3,393
Financial liabilities
Deposits		447,626		445,057		452,593		451,487
Short-term borrowings		30,027		30,027		18,023		18,023
Long-term debt		109,039		111,054		111,673		117,676
Interest payable		817		817		715		715

For purposes of the above disclosures of estimated fair value, the following assumptions were used as of December 31, 2005 and 2004. The estimated fair value for cash and cash equivalents, interest-bearing deposits, FRB and FHLB stock, cash surrender value of life insurance, accrued interest receivable, demand deposits, savings accounts, NOW accounts, certain money market deposits, short-term borrowings, and interest payable is considered to approximate cost. The estimated fair value for securities is based on quoted market values for the individual securities or for equivalent securities. The estimated fair value for loans receivable, including loans held for sale, net, is based on estimates of the rate the Bank would charge for similar loans at December 31, 2005 and 2004 applied for the time period until the loans are assumed to reprice or be paid. The estimated fair value for fixed-maturity time deposits as well as borrowings is based on estimates of the rate the Bank would pay on such liabilities at December 31, 2005 and 2004, applied for the time period until maturity. 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 and lines of credit is based on fees currently charged for similar

53

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date.

Note 20: Commitments and Credit Risk

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 a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.

At December 31, 2005 and 2004, the Bank had outstanding commitments to originate business loans aggregating approximately $7,944,000 and $3,381,000, respectively. The commitments extended over varying periods of time with the majority being disbursed within a one-year period. Loan commitments at fixed rates of interest amounted to $0 and $215,000 at December 31, 2005 and 2004, respectively, with the remainder at floating market rates.

Letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.

The Bank had total outstanding letters of credit amounting to $1,202,000 and $1,046,000, at December 31, 2005 and 2004, respectively, with terms ranging from 30 days to 4 years.

Mortgage loans in the process of origination represent amounts that the Bank plans to fund within a normal period of 60 to 90 days, some of which are intended for sale to investors in the secondary market. Forward commitments to sell mortgage loans are obligations to deliver loans at a specified price on or before a specified future date. The Bank acquires such commitments to reduce market risk on mortgage loans in the process of origination and mortgage loans held for sale.

Total mortgage loans in the process of origination amounted to $2,188,000 and $1,155,000. There were no mortgage loans held for sale at December 31, 2005 and 2004. Included in mortgage loans in the process of origination were commitments to originate loans at fixed rates of interest of $0 and $160,000 at December 31, 2005 and 2004, respectively.

Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates. Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments.

At December 31, 2005, the Bank had granted unused lines of credit to borrowers aggregating approximately $29,847,000 and $24,507,000 for commercial lines and open-end consumers lines, respectively. At December 31, 2004, unused lines of credit to borrowers aggregated approximately $22,996,000 for commercial lines and $21,820,000 for open-end consumer lines.

54

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

The Bank had $232,000 in Federal Funds sold invested at US Bank at December 31, 2005.

At December 31, 2005, the Bank had a commitment to purchase land for a new branch location in the amount of $684,250. Five percent of the purchase price has already been paid as down payment and the remainder is due when the transaction is closed.

Note 21: Future Change in Accounting Principle

The Financial Accounting Standards Board recently issued Statement No. 123R “Share Based Payments”, which becomes effective for fiscal years beginning after June 15, 2005. This standard impacts the accounting for and disclosure of stock-based compensation plans. As disclosed in Note 1 “Stock Options” to the financial statements included in Item 1, this standard will increase the Company’s compensation expense related to stock options.

Note 22: Subsequent Event

The Company paid off $47 million in Federal Home Loan Bank advances with a weighted average rate of 5.65% during February 2006. The prepayment of these advances included a penalty of $1.4 million. In addition, investments of approximately $18 million were sold at a loss of $156,000 to help fund repayment of these advances. Of the securities sold, one mortgage-backed security with a par value of approximately $14 million realized a loss of approximately $160,000. This security was projected to mature over the next ten months. The Company had the ability to hold the security until maturity, but sold it to accelerate cash flow to fund repayment of the fixed rate advances. This balance sheet restructuring was completed to improve the Bank’s interest rate risk profile based on the current interest rate environment in 2006. This penalty and loss will be recognized during the first quarter of 2006 and will reduce net income for the first quarter of 2006 approximately $1 million.

Note 23: Condensed Financial Information (Parent Company Only)

Presented below is condensed financial information as to financial position, results of operations and cash flows of the Company (thousands):

Condensed Balance Sheets

	2005		2004
Assets
Cash and due from banks	$	7,466	$	6,354
Investment in common stock of banking subsidiary		58,089		59,427
Investment in nonbanking subsidiary		281		264
Due from bank subsidiary		469		247
Other assets		1,283		1,364
Total assets	$	67,588	$	67,656
Liabilities
Long-term debt	$	8,248	$	8,248
Other liabilities		842		807
Total liabilities		9,090		9,055
Stockholders’ Equity		58,498		58,601
Total liabilities and stockholders’ equity	$	67,588	$	67,656

55

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

Condensed Statements of Income

	2005			2004			2003
Income
Dividends from banking subsidiary	$	4,500		$	3,500		$	2,500
Total income		4,500			3,500			2,500
Expenses
Interest expense		562			411			390
Directors Fees		41			—			—
Amortization of loan costs		9			9			9
Other expenses		40			26			35
Total expenses		652			446			434
Income Before Income Tax and Equity in Undistributed Income of Banking Subsidiary		3,848			3,054			2,066
Income Tax Expense (Benefit)		(402	)		(339	)		(312	)
Income Before Equity in Undistributed Income of Banking Subsidiary		4,250			3,393			2,378
Equity in Undistributed Income of Banking Subsidiary		(162	)		1,553			1,718
Equity in Undistributed Income of Nonbanking Subsidiary		17			8			8
Net Income	$	4,105		$	4,954		$	4,104

Condensed Statements of Cash Flows

	2005			2004			2003
Operating Activities
Net income	$	4,105		$	4,954		$	4,104
Items not requiring (providing) cash		307			(1,857	)		(1,634	)
Net cash provided by (used in) by operating activities		4,412			3,097			2,470
Financing Activities
Cash dividends paid		(3,292	)		(3,149	)		(3,013	)
Repayment of long-term debt					—			(108	)
Proceeds from stock options exercised		474			89			593
Sale/(Purchase) of treasury stock		(482	)		—			(1,138	)
Net cash provided by (used in) financing activities		(3,300	)		(3,060	)		(3,666	)
Net Change in Cash and Cash Equivalents		1,112			37			(1,196	)
Cash and Cash Equivalents at Beginning of Year		6,354			6,317			7,513
Cash and Cash Equivalents at End of Year	$	7,466		$	6,354		$	6,317

56

NB&T Financial Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Years Ended December 31, 2005, 2004 and 2003

Note 24: Selected Quarterly Data (Unaudited)

The following tables summarize selected quarterly results of operations for 2005 and 2004 (thousands, except per share amounts):

December 31, 2005	March		June		September		December
Interest and dividend income	$	7,893	$	8,168	$	8,299	$	8,526
Interest expense		3,134		3,271		3,551		3,812
Net interest income		4,759		4,897		4,748		4,714
Provision for loan losses		75		125		275		300
Net interest income after provision for loan losses		4,684		4,772		4,473		4,414
Noninterest income		2,119		2,096		2,085		2,067
Noninterest expense		5,299		5,507		5,686		5,376
Income before income tax		1,504		1,361		872		1,105
Income tax expense		277		223		93		144
Net income	$	1,227	$	1,138	$	779	$	961
Earnings per share
Basic	$	0.39	$	0.36	$	0.25	$	0.30
Diluted		0.39		0.36		0.25		0.30
Dividends per share		0.26		0.26		0.26		0.26
December 31, 2004	March		June		September		December
Interest and dividend income	$	8,142	$	8,023	$	7,989	$	7,981
Interest expense		2,950		2,934		2,978		3,042
Net interest income		5,192		5,089		5,011		4,939
Provision for loan losses		450		450		450		550
Net interest income after provision for loan losses		4,742		4,639		4,561		4,389
Noninterest income		2,632		2,162		2,211		2,234
Noninterest expense		5,623		5,203		5,378		5,348
Income before income tax		1,751		1,598		1,394		1,275
Income tax expense		330		328		219		187
Net income	$	1,421	$	1,270	$	1,175	$	1,088
Earnings per share
Basic	$	0.45	$	0.40	$	0.37	$	0.35
Diluted		0.45		0.40		0.37		0.34
Dividends per share		0.25		0.25		0.25		0.25

57

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

The Company’s principal executive officer and principal financial officer have concluded, based upon their evaluation of the Company’s disclosure controls and procedures as of December 31, 2005, that the Company’s disclosure controls and procedures were effective. During the quarter ended December 31, 2005, no changes have occurred in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors and Executive Officers of the Registrant

The information contained in the Proxy Statement under the captions “BOARD OF DIRECTORS,” “EXECUTIVE OFFICERS” and “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE” is incorporated herein by reference.

The Board of Directors has determined that it does not have an “audit committee financial expert,” as defined in 17 C.F.R. Section 229.401(h). The Board currently has an individual who recently met the independence requirements to qualify as an “audit committee financial expert”. The Board intends to add this person to the Audit Committee after the 2006 annual meeting and election of Directors.

The NB&T Financial Group, Inc. Code of Ethics is attached to this Form 10-K as Exhibit 14. Amendments to the Code of Ethics and waivers of the provisions of the Code of Ethics will be posted on the registrant’s web site at www.nbtdirect.com.

Item 11. Executive Compensation

The information contained in the Proxy Statement under the caption “COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS” is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

The information contained in the Proxy Statement under the caption “VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

The information contained in the Proxy Statement under the caption “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information contained in the Proxy Statement under the caption “AUDITORS” is incorporated herein by reference.

58

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)

(1) Financial Statements—See Index to Consolidated Financial Statements in Item 8 of this Form 10-K.

(2) Financial Statement Schedules—None

(b) Exhibits

EXHIBIT NUMBER	DESCRIPTION
3.1	Third Amended and Restated Articles of Incorporation of NB&T Financial Group, Inc.
3.2	Amended and Restated Code of Regulations of NB&T Financial Group, Inc.
10.1	InterCounty Bancshares, Inc. Non-qualified Stock Option Plan
10.2	NB&T Financial Group, Inc. Supplemental Executive Retirement Plan
10.3	NB&T Financial Group, Inc. Supplemental Executive Retirement Plan Participation Agreement—Timothy L. Smith
10.4	NB&T Financial Group, Inc. Supplemental Executive Retirement Plan Participation Agreement—Charles L. Dehner
10.5	Severance Agreement with Andrew J. McCreanor
10.6	Severance Agreement with Craig F. Fortin
10.7	Severance Agreement with Stephen G. Klumb
10.8	Severance Agreement with Walter R. Rowsey
10.9	Severance Agreement with Howard T. Witherby
10.10	Management Annual Incentive Plan (replaced in February 2006)
10.11	National Bank & Trust Incentive Plan
10.12	Employment Agreement with John J. Limbert
14	NB&T Financial Group, Inc. Amended Code of Ethics
21	Subsidiaries of NB&T Financial Group, Inc.
23	Consent of Independent Accountants – BKD, LLP
31.1	Rule 13a-14(a)/Section 302 Certification of Chief Executive Officer
31.2	Rule 13a-14(b)/Section 302 Certification of Chief Financial Officer
32.1	Rule 13a-14(b)/Section 906 Certification of Chief Executive Officer
32.2	Rule 13a-14(b)/Section 906 Certification of Chief Financial Officer
99.2	Proxy Statement for 2006 annual meeting of shareholders

59

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NB&T FINANCIAL GROUP, INC.
	By	/s/    TIMOTHY L. SMITH
		Timothy L. Smith
		President and Chief Executive Officer
March 16, 2006		(Principal Executive Officer)

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.

By	/s/    CRAIG F. FORTIN	By	/s/    TIMOTHY L. SMITH
	Craig F. Fortin		Timothy L. Smith
	Senior Vice President and Chief Financial Officer (Principal Accounting Officer)		President, Chief Executive Officer and a Director
Date: March 16, 2006		Date: March 16, 2006
By	/s/    DANIEL A. DIBIASIO	By	/s/    G. DAVID HAWLEY
	Daniel A. DiBiasio		G. David Hawley
	Director		Director
Date: March 9, 2006		Date: March 9, 2006
By	/s/    S. CRAIG BEAM	By	/s/    BROOKE WILLIAMS JAMES
	S. Craig Beam		Brooke Williams James
	Director		Director
Date: March 16, 2006		Date: March 13, 2006
By	/s/    ROBERT A. RAIZK	By	/s/    CHARLES L. DEHNER
	Robert A. Raizk		Charles L. Dehner
	Director		Director
Date: March 15, 2006		Date: March 14, 2006
By	/s/    DARLEEN M. MYERS	By	/s/    D. JEFFERY LYKINS
	Darleen M. Myers		D. Jeffery Lykins
	Director		Director
Date: March 9, 2006		Date: March 9, 2006

60

INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION	PAGE REFERENCE
3.1	Third Amended and Restated Articles of Incorporation of NB&T Financial Group, Inc.	Incorporated by reference to registrant’s Definitive Proxy Statement filed on March 31, 2003, Exhibit A.
3.2	Amended and Restated Code of Regulations of NB&T Financial Group, Inc.	Incorporated by reference to registrant’s Definitive Proxy Statement filed on March 31, 2003.
10.1	InterCounty Bancshares, Inc. Non-qualified Stock Option Plan	Incorporated by reference to the Registration Statement on Form S-1 filed by registrant on July 2, 1993 (Registration No. 33-65608), Exhibit 10.1
10.2	NB&T Financial Group, Inc. Supplemental Executive Retirement Plan	Incorporated by reference to registrant’s Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2002, Exhibit 10.1.
10.3	NB&T Financial Group, Inc. Supplemental Executive Retirement Plan Participation Agreement—Timothy L. Smith	Incorporated by reference to registrant’s Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2002, Exhibit 10.2.
10.4	NB&T Financial Group, Inc. Supplemental Executive Retirement Plan Participation Agreement—Charles L. Dehner	Incorporated by reference to registrant’s Annual Report on Form 10-K for the Year Ended December 31, 2002, Exhibit 10.5.
10.5	Severance Agreement with Andrew J. McCreanor	Incorporated by reference to registrant’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2004, Exhibit 10.1
10.6	Severance Agreement with Craig F. Fortin	Incorporated by reference to registrant’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2004, Exhibit 10.2
10.7	Severance Agreement with Stephen G. Klumb	Incorporated by reference to registrant’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2004, Exhibit 10.3
10.8	Severance Agreement with Walter R. Rowsey	Incorporated by reference to registrant’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2004, Exhibit 10.4
10.9	Severance Agreement with Howard T. Witherby	Incorporated by reference to registrant’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2004, Exhibit 10.5
10.10	Management Annual Incentive Plan (replaced in February 2006)	Incorporated by reference to registrant’s Amendment to Quarterly Report on Form 10-Q/A filed on November 9, 2004, Exhibit 10.6
10.11	National Bank & Trust Incentive Plan	Incorporated by reference to registrant’s Current Report on Form 8-K filed on February 27, 2006, Exhibit 99.1

61

EXHIBIT NUMBER	DESCRIPTION	PAGE REFERENCE
10.12	Employment Agreement with John J. Limbert	Incorporated by reference to registrant’s Current Report on Form 8-K filed on March 3, 2006, Exhibit 99.1
14	NB&T Financial Group, Inc. Amended Code of Ethics	Incorporated by reference to registrant’s Annual Report on Form 10-K for the Year Ended December 31, 2003, Exhibit 14.
21	Subsidiaries of NB&T Financial Group, Inc.
23	Consent of Independent Accountants—BKD, LLP
31.1	Rule 13a-14(a)/Section 302 Certification of Chief Executive Officer
31.2	Rule 13a-14(b)/Section 302 Certification of Chief Financial Officer
32.1	Rule 13a-14(b)/Section 906 Certification of Chief Executive Officer
32.2	Rule 13a-14(b)/Section 906 Certification of Chief Financial Officer
99.2	Proxy Statement for 2006 annual meeting of shareholders	Incorporated by reference to the registrant’s definitive proxy statement to be filed on or before March 28, 2006.

62

EX-21

EXHIBIT 21

NB&T FINANCIAL GROUP, INC.

SUBSIDIARIES OF THE REGISTRANT

At December 31, 2005

NAME OF CORPORATION	STATE OF INCORPORATION	PERCENTAGE OF OWNERSHIP
The National Bank and Trust Company	Ohio	100	%
NB&T Insurance Agency Group, Inc.	Ohio	100	%
NB&T Insurance Agency, Inc.	Ohio	100	%
NB&T Statutory Trust I	Ohio	100	%

63

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statements on Form S-8, previously filed by NB&T Financial Group, Inc. on March 23, 1995, of our report dated February 2, 2006, except for Note 22 as to which the date is February 27, 2006 on our audit of the consolidated financial statements of NB&T Financial Group, Inc., as of December 31, 2005 and 2004 and for each of the three years in the period ended December 31, 2005 which report and financial statements are contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and 2004.

/S/    BKD, LLP        

BKD, LLP

Cincinnati, Ohio

March 15, 2006

64

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Timothy L. Smith, the President and Chief Executive Officer of NB&T Financial Group, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of NB&T Financial Group, Inc.;

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 officers 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)) 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) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year 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 officers 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 function):

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 16, 2006	/s/    TIMOTHY L. SMITH
	Timothy L. Smith
	President and Chief Executive Officer

65

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Craig F. Fortin, the Senior Vice President and Chief Financial Officer of NB&T Financial Group, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of NB&T Financial Group, Inc.;

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 officers 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)) 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) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year 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 officers 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 function):

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 16, 2006	/s/    CRAIG F. FORTIN
	Craig F. Fortin
	Senior Vice President and Chief Financial Officer

66

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of NB&T Financial Group, Inc. (the “Company”), on Form 10-K for the period ended December 31, 2005, dated the date of this Certification (the “Report”), I, Timothy L. Smith, the President and the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 16, 2006	/s/    TIMOTHY L. SMITH
	Timothy L. Smith President and Chief Executive Officer

67

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of NB&T Financial Group, Inc. (the “Company”), on Form 10-K for the period ended December 31, 2005, dated the date of this Certification (the “Report”), I, Craig F. Fortin, the Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 16, 2006	/s/    CRAIG F. FORTIN
	Craig F. Fortin Senior Vice President and Chief Financial Officer

68