Management's Discussion and Analysis of Financial Condition and Results of Operations (the "MD&A") is designed to provide a reader of our financial statements with a narrative on our financial condition, results of operations, liquidity, critical accounting policies, off-balance sheet arrangements and the future impact of accounting standards. We believe it is useful to read our MD&A in conjunction with the consolidated financial statements contained in Part I in this Quarterly Report on Form 10-Q (this "Form 10-Q"), our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and our other reports on Forms 10-Q and 8-K and other publicly available information.

FORWARD-LOOKING STATEMENTS

This Form 10-Q may contain certain "forward-looking statements" within the meaning of the federal securities laws. These statements are not historical facts, rather statements based on Ameriana Bancorp's current expectations regarding its business strategies, intended results and future performance. Forward-looking statements are generally preceded by terms such as "expects," "believes," "anticipates," "intends" and similar expressions. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, the outcome of litigation, fluctuations in interest rates, demand for loans and deposits in the Company's market area, changes in the quality or composition of our loan portfolio, changes in accounting principles, laws and regulations, and competition that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Additional factors that may affect our results are discussed in the Form 10-K under Part I, Item 1A.- "Risk Factors," in this Form 10-Q under Part II, Item 1A -"Risk Factors," and in other reports filed with the Securities and Exchange Commission. The Company cautions readers not

to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company advises readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions, that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Who We Are

Ameriana Bancorp (the "Company") is an Indiana chartered bank holding company subject to regulation and supervision by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the Bank Holding Company Act of 1956 (the "BHCA"). The Company became the holding company for Ameriana Bank, SB, an Indiana chartered savings bank headquartered in New Castle, Indiana (the "Bank") in 1990. The Company also holds a minority interest in a limited partnership organized to acquire and manage real estate investments, which qualify for federal tax credits.

The Bank began operations in 1890. Since 1935, the Bank has been a member of the Federal Home Loan Bank (the "FHLB") System. Its deposits are insured to applicable limits by the Deposit Insurance Fund, administered by the Federal Deposit Insurance Corporation (the "FDIC"). On June 29, 2002, the Bank converted to an Indiana savings bank and adopted the name "Ameriana Bank and Trust, SB." On July 31, 2006, the Bank closed its Trust Department and adopted its present name on September 12, 2006. As a result of the conversion in 2002, the Bank became subject to regulation by the Indiana Department of Financial Institutions (the "DFI") and the FDIC. The Bank conducts business through its main office at 2118 Bundy Avenue, New Castle, Indiana and through nine branch offices located in New Castle, Middletown, Knightstown, Morristown, Greenfield, Anderson, Avon, McCordsville and New Palestine, Indiana and a loan production office in Carmel, Indiana. The Bank offers a wide range of retail and commercial banking services, including: (i) accepting deposits; (ii) originating commercial, mortgage, consumer and construction loans; and (iii) through its subsidiaries, providing investment and brokerage services and insurance services.

The Bank has three wholly-owned subsidiaries, Ameriana Insurance Agency ("AIA"), Ameriana Financial Services, Inc. ("AFS") and Ameriana Investment Management, Inc. ("AIMI"). AIA provides insurance sales from offices in New Castle, Greenfield and Avon, Indiana. AFS offers insurance products through its ownership of an interest in Family Financial Life Insurance Company, New Orleans, Louisiana, which offers a full line of credit-related insurance products. In 2002, AFS acquired a 20.9% ownership interest in Indiana Title Insurance Company, LLC through which it offers title insurance. AFS also operates a brokerage facility in conjunction with LPL Financial that provides non-bank investment product alternatives to its customers and the general public. AIMI manages the Company's investment portfolio.

What We Do

The Bank is a community-oriented financial institution. Our principal business consists of attracting deposits from the general public and investing those funds along with borrowed funds primarily in mortgage loans on single-family residences, multi-family loans, construction loans, commercial real estate loans, and, to a lesser extent, commercial and industrial loans, small business lending, home improvement loans, and consumer loans. We have from time to time purchased loans and loan participations in the secondary market. We also invest in various federal and government agency obligations and other investment securities permitted by applicable laws and regulations, including mortgage-backed, municipal and equity securities. We offer customers in our market area time deposits with terms ranging from three months to seven years, interest-bearing and noninterest-bearing checking accounts, savings accounts and money market accounts. Our primary source of borrowings is Federal Home Loan Bank ("FHLB") advances. Through our subsidiaries, we engage in insurance and brokerage activities.

Our primary source of income is net interest income, which is the difference between the interest income earned on our loan and investment portfolios and the interest expense incurred on our deposits and borrowing portfolios. Our loan portfolio typically earns more interest than the investment portfolio, and our deposits typically have a lower average rate than FHLB advances. Several factors affect our net interest income. These factors include loan, investment, deposit, and borrowing portfolio balances, their composition, the length of their maturity, re-pricing characteristics, liquidity, credit, and interest rate risk, as well as market and competitive conditions.

Executive Overview of the Third Quarter of 2008

The Company recorded net income of $393,000, or $0.13 per share, for the third quarter of 2008, which followed earnings of $383,000 for each of the first two quarters of 2008. Other highlights for the quarter include the following:

• The quarterly dividend of $0.04 per share represented a payout ratio of 30.4%.

• The Company's closing stock price of $8.62 per share on September 30, 2008 represented 78.2% of its book value of $11.03 per share on that date, and represented a market capitalization of $25.8 million.

• Net interest income for the third quarter of 2008 was $3.0 million, 23.9% higher than the same quarter in 2007, primarily a result of a 38 basis point improvement in net interest margin to 3.12%, on a fully tax-equivalent basis.

• Net interest margin of 3.12%, on a fully tax-equivalent basis for the third quarter of 2008, represented a 7 basis point decline from the 3.19% recorded for the second quarter of 2008. The decrease was due primarily to $54,000 of accrued interest not being recognized as income as a result of a $1.7 million loan being placed on non-accrual status.

• Total non-performing loans of $4.5 million, or 1.44% of total net loans at September 30, 2008, represented a $1.0 million increase from June 30, 2008. The increase in non-performing loans was primarily due to the classification of a multi-family loan of $1.7 million in Anderson, Indiana. The total for OREO of $4.0 million was essentially unchanged from June 30, 2008.

• The provision for loan losses for the third quarter of 2008 was $205,000, which represented a reduction from the $221,000 and $371,000 recorded for the second quarter and first quarter of 2008, respectively.

• Other income for the third quarter was $43,000, or 4.4%, higher than the same quarter of 2007, primarily a result of an increase in other fees and service charges on deposit accounts, and a net gain on other real estate owned compared to a net loss in the prior year. The increases were offset in part by a decrease in brokerage commissions due to reduced sales resulting from the current global financial crisis.

• Other expense for the third quarter was $82,000, or 2.3%, lower than the same quarter of 2007, with legal and professional decreasing $65,000, which was due primarily to a significant decline of legal fees as a result of the third quarter 2007 settlement of the RLI litigation involving pools of leases.

• The income tax benefit of $25,000 for the third quarter of 2008 was related primarily to a significant amount of tax-exempt income from municipal securities and bank-owned life insurance.

For the third quarter of 2008, the balance sheet grew by $14.0 million, or 3.1%, to $467.8 million:

• The third quarter balance sheet growth included a $10.9 million increase in the investment portfolio resulting primarily from the purchase of Ginnie Mae mortgage-backed securities totaling $15.1 million, and a $6.6 million, or 2.1%, increase in the loan portfolio to $314.7 million.

• As of September 30, 2008, the Company did not own Fannie Mae or Freddie Mac preferred stock, and did not own private-label mortgage-backed securities. The Company has no direct exposure to sub-prime loans in its loan portfolio.

• The growth in the investment portfolio and in the loan portfolio for the third quarter of 2008 was funded with a combination of deposit growth and a $7.5 million long-term repurchase agreement involving one of the two new Ginnie Mae mortgage-backed securities.

Strategic Issues

As part of the Bank's efforts to expand its commercial lending capabilities, in the second quarter of 2007, we opened a commercial lending center in the fast growing suburban area of Carmel, Indiana. This office and the Bank's current emphasis on commercial lending have contributed to our continued loan growth, which coupled with our strong focus on retail banking activities, is expected to allow us to produce earnings growth for the Company.

A major remodeling of our Greenfield Banking Center, our second largest office, was completed in the third quarter of 2008. The renovations will provide our customers the opportunity to interact with our banking associates in a new and dynamic environment that will include interactive terminals, an internet café, and multi-media in-store marketing.

The Company also recently announced plans to open three new full-service banking centers in Hamilton County, which lies just north of Marion County and Indianapolis. The new offices in Fishers, Carmel and Westfield, expected to open in November 2008, December 2008, and the second quarter of 2009, respectively, will enhance Ameriana's presence in one of the fastest growing areas of Indiana, considerably increase the footprint in the Indianapolis area, and boost the Company's overall visibility in this market.

We believe the continued success of the Company is dependent on its ability to provide its customers with financial advice and solutions that assist them in achieving their goals. We will accomplish this mission by:

• being our customers' first choice for financial advice and solutions;

• informing and educating customers on the basics of money management; and

• understanding and meeting customers' financial needs throughout their life cycle.

Serving customers requires the commitment of all Ameriana associates to provide exceptional service and sound advice. We believe these qualities will differentiate us from our competitors and increase profitability and shareholder value.

CRITICAL ACCOUNTING POLICIES

The accounting and reporting policies of the Company are maintained in accordance with GAAP 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 in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2007. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. The financial condition and results of operations can be affected by these estimates and assumptions, and such estimates and assumptions 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 of operations, and they require management to make estimates that are difficult, subjective or complex. We consider the allowance for loan losses and mortgage servicing rights to be our critical accounting policies.

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 size and composition (including product mix and geographic, industry or customer-specific concentrations), asset quality trends, 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, 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 an analysis of the migration of commercial loans and actual loss experience. The allowance recorded for non-commercial loans is based on an analysis of loan mix, risk characteristics of the portfolio, fraud loss and bankruptcy experiences and historical losses, adjusted for current trends, for each loan 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 subjective 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 considered. 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 imprecision risk associated with the commercial and consumer allowance levels and the estimated impact of the current economic environment.

Mortgage Servicing Rights. Mortgage servicing rights ("MSRs") associated with loans originated and sold, where servicing is retained, are capitalized and included in other intangible assets in the consolidated balance sheet. The value of the capitalized servicing rights represents the present value of the future servicing fees arising from the right to service loans in the portfolio. Critical accounting policies for MSRs relate to the initial valuation and subsequent impairment tests. The methodology used to determine the valuation of MSRs requires the development and use of a number of estimates, including anticipated principal amortization and prepayments of that principal balance. Events that may significantly affect the estimates used are changes in interest rates, mortgage loan prepayment speeds and the payment performance of the underlying loans. The carrying value of the MSRs is periodically reviewed for impairment based on a determination of fair value. Impairment, if any, is recognized through a valuation allowance and is recorded as amortization of intangible assets.

FINANCIAL CONDITION

Total assets of $467.8 million at September 30, 2008, represented growth of $41.0 million, or 9.6%, from the December 31, 2007 total of $426.8 million. This increase resulted primarily from investment portfolio and loan portfolio growth.

Cash and cash equivalents of $17.8 million at September 30, 2008, which were slightly higher than the December 31, 2007 total of $17.2 million, represent an immediate source of liquidity to fund loans or meet deposit outflows.

Investment securities available for sale increased 17.3% to $78.2 million at September 30, 2008 from $66.7 million at December 31, 2007, and there also was a material change in the investment mix. Mortgage-backed securities increased $24.4 million to $55.9 million, while municipal securities declined $9.8 million to $17.8 million, primarily through a second quarter sale of $9.2 million designed to support the Bank's income tax and liquidity strategies. The growth in mortgage-backed securities resulted primarily from a first quarter purchase of $15.0 million of Fannie Mae securities, and a third quarter purchase of $15.1 million of Ginnie Mae securities. The third quarter purchase was funded with FHLB borrowings and a $7.5 million repurchase agreement embedded with two interest caps totaling $15.0 million in notional value. The interest rate caps are designed to provide protection against a negative impact on the Company's net interest income that could result from rising interest rates. All mortgage-backed securities in the portfolio at September 30, 2008, are insured by either Ginnie Mae, Fannie Mae or Freddie Mac.

We realized a $20.5 million, or 7.0%, increase in net loans receivable to $314.7 million from $294.3 million at December 31, 2007. Our loan portfolio growth objectives for 2008 have been negatively impacted by the slowing economy, which has included significant weakness in the housing sector, but our overall results are encouraging considering this difficult economic environment. For the nine month period ended September 30, 2008, commercial real estate, commercial construction and commercial business loans increased $16.9 million, or 10.9%, to $172.0 million, with most of the lending activity occurring in the Indianapolis metropolitan market. The residential real estate first mortgage loan portfolio grew $2.2 million, or 1.8%, to $119.2 million at September 30, 2008, which was reflective of generally poor mortgage market conditions. During the nine month period ended September 30, 2008,, the Bank designated only $1.1 million of mortgage originations as loans for sale, as widening spreads to funding costs resulted in management modifying its mortgage banking strategy to put a larger percentage of new originations in portfolio. The residential mortgage loan strategy is reviewed regularly to ensure that it remains consistent with the Bank's overall balance sheet management objectives.

Premises and equipment of $13.6 million at September 30, 2008 represented a $5.9 million increase over the total of $7.7 million at December 31, 2007. The increase was related primarily to the Indianapolis market expansion strategy, with total acquisition costs of $4.7 million for new properties, in addition to construction costs related to the remodel of two acquired properties and an extensive remodel of the Greenfield banking center.

Total deposits of $320.8 million at September 30, 2008 increased only $6.0 million, or 1.9%, from $314.7 million at December 31, 2007, but strategies employed by management to add new checking customers produced a continuing improvement in the deposit mix. Noninterest-bearing checking core deposits increased $2.4 million, or 11.6%, for the nine-month period to $22.8 million at September 30, 2008. The Bank also added a deposit relationship with the State of Indiana that produced $15 million in certificates of deposit, which are expected to be stable deposits for the Bank, based on the prior history of the related investment program as administered by the State. Our markets remain very competitive for deposit products and the Bank continues to utilize pricing strategies designed to produce growth with an acceptable marginal cost for both existing and new deposits.

Borrowings increased by $36.7 million during the first nine months of 2008 to $105.2 million, primarily to fund loan portfolio growth, investment portfolio growth, and for investments in premises and equipment that are part of the Indianapolis retail banking expansion strategy. Wholesale funding strategies and sources are continuously being analyzed in an effort to control costs using this alternative to organic deposit account funding.

Drafts payable of $1.6 million at September 30, 2008 were $2.9 million less than the total of $4.5 million at December 31, 2007. This difference will vary and is a function of the dollar amount of checks issued near period end and the time required for those checks to clear.

Shareholders' equity declined $664,000 during the nine months ended September 30, 2008, due to the Company recording a $1.1 million liability, effective January 1, 2008, for post retirement benefits, as required under EITF Issues 06-04 and 06-10, with a corresponding direct charge to retained earnings. Other major items impacting shareholders' equity included net income of $1,159,000, a reduction of $373,000 representing the after-tax affect of the $563,000 decline in the market value of the Bank's available-for-sale investment securities, and a total of $358,000 in three quarterly dividends, each at $0.04 per share.

RESULTS OF OPERATIONS

Third Quarter of 2008 compared to the Third Quarter of 2007

The Company realized net income of $393,000, or $0.13 per diluted share, for the third quarter of 2008, compared to $1.4 million, or $0.47 per diluted share, for the third quarter of 2007. Net income in the year-earlier period included a recovery of $2.8 million, with an after-tax benefit of $1.8 million, in settlement of litigation related to the purchases of pooled leases. The Company realized improvements in many areas of the income statement, excluding those line items affected by the aforementioned recovery:

• The Company produced a $580,000, or 23.9%, increase in net interest income resulting primarily from a 38 basis point improvement in net interest margin from 2.74% to 3.12%, on a fully tax-equivalent basis. The significant improvement in net interest income was accomplished with an average earning asset total of $399.2 million for the third quarter of 2008 that was only 5.6% higher than the $378.0 million for the same period in 2007.

• Other expense for the third quarter of 2008 was $3.5 million, which represented an $82,000, or 2.3%, decrease from total other expense for the same quarter of 2007.

• Income before income taxes of $368,000 for the third quarter of 2008 represented a decrease of $1.4 million from the $1.8 million income before income taxes for the same period a year earlier, but the results for the third quarter of 2007 benefited from the aforementioned $2.8 million recovery.

Net Interest Income

Net interest income on a fully tax-equivalent basis increased $525,000, or 20.1%, to $3.1 million for the third quarter of 2008 compared to $2.6 million for the same period of 2007. The Company improved its net interest margin on a fully tax-equivalent basis by 38 basis points to 3.12% for the third quarter of 2008 from 2.74% for the third quarter of 2007. The improvement in net interest income and net interest margin was accomplished primarily through the continuation of the balance sheet restructuring strategy initiated in November of 2006, which has resulted in significant commercial loan growth, and through well-managed deposit re-pricing during a falling interest rate environment in 2008.

Tax-exempt interest was $249,000 for the third quarter of 2008 compared to $352,000 for the same period of 2007. Our tax-exempt interest was from bank-qualified municipal securities and municipal loans. The tax-equivalent adjustments were $125,000 and $180,000 for the third quarters of 2008 and 2007, respectively.

Provision for Loan Losses

The following table sets forth an analysis of the Bank's allowance for loan
losses for the periods indicated:



                                                  (Dollars in thousands)
                                             Three Months Ended September 30,
                                                2008                   2007
     Balance at beginning of quarter      $          2,909         $       2,730
     Provision (credit) for loan losses                205                (1,927 )
     Charge-offs                                      (105 )                (818 )
     Recoveries                                          5                 2,754

     Net (charge-offs) recoveries                     (100 )               1,936

     Balance at end of period             $          3,014         $       2,739

     Allowance to total loans                         0.95 %                0.96 %

     Allowance to non-performing loans               66.76 %              112.25 %
. . .