AmeriServ Financial (ASRV)

Financial Statements

The financial statements of the Company (including the balance sheets, statements of income, changes in shareholders’ equity and cash flows and any related notes and schedules thereto) as of and for the periods ended December 31, 2006 and 2005 have heretofore been delivered to Buyer and provide that they have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present the financial position of the Company and the results of operations, changes in shareholders’ equity and cash flows of the Company as of the dates and for the periods shown, and have been derived from the accounting books and records of the Company.  The balance sheet of the Company as of December 31, 2006 is hereafter called the “Balance Sheet”.

Except for:  (i) those liabilities that are fully reflected or reserved for in the financial statements of the Company for the quarter ended December 31, 2006 (the “Interim Balance Sheet”), or (ii) liabilities incurred since December 31, 2006, in the Ordinary Course of Business, the Company, since December 31, 2006, has not incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), that is required to be accrued in the financial statements of the Company or disclosed in a footnote thereto.