Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of New Directors

On February 19, 2009, the Board of Directors (the "Board") of Auburn National Bancorporation, Inc. (the "Registrant"), pursuant to Section 1.03 of the Registrant's Certificate of Incorporation (the "Certificate"), increased the authorized number of directors from ten to eleven and elected Mr. J. Tutt Barrett to serve as an independent director. Mr. Barrett will serve until the 2009 Annual Meeting of Shareholders (the "2009 Annual Meeting") and thereafter, until his respective successor is duly elected and qualified. Until the 2009 Annual Meeting, Mr. Barrett will serve on the Independent Directors Committee and the Nominating & Corporate Governance Committee. Following the 2009 Annual Meeting, Mr. Barrett may be appointed to other committees.

As previously disclosed, the Registrant was temporarily not in compliance with Nasdaq Marketplace Rule 4350(c)(1) because it no longer had a majority of independent directors on its Board. With the election of Mr. Barrett, the Board consists of a majority of independent directors and the Registrant is again in compliance with such rule.

Mr. Barrett is a senior partner in the law firm of Dean and Barrett located in Opelika, Alabama where he has worked since 1992. Mr. Barrett is 57.

There is no agreement or understanding between Mr. Barrett and any other person pursuant to which he was elected to the Board. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Registrant. In accordance with Nasdaq guidelines, the Board has determined that Mr. Barrett is independent. Mr. Barrett is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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