Adappt, IncAdvanced CarbonTechnologies Inc.Advanced Ind’l Piping Inc.AFTECHAll Star DistributingAluminum Building ProductsAMTRAKArkemaArro ConsultingAssociated Wholesalers IncA Treat Bottling Co.AW GoldenAW Styer Photography

Baltimore Life/Life of MDBarbett Industries, IncBCTGM UnionBell Tower Salon - MediSpa -StoreBerks County Assoc forHearing ImpairedBerks County CIL dba/AIMBerks Credit & CollectionsBerks County Medical SocietyBerks County Prison SocietyBerks County Senior CitizensCouncilBerks Home CareBerks Packing CoBerks Products CorpBerks Visiting Nurses AssocBerkshire InsulationCompanyBerkshire Podiatry Center LtdB&G Glass ServiceBlazing TechnologiesBNB Mechanical IncBollag InternationalBrenntagBurnish Advertising Studios

Cardiology Assoc of WestReadingChef Alan's American BistroChima IncChiyoda America IncCity of ReadingComcast Cable (Reading)Commonwealth OrthopedicCommunity Physical TherapyCONRAILConrail Direct IncCopy Systems IncCouncil on Chemical AbuseCOCACSX Railroad

Dan Phelps GMC Trucks IncDick Horrigan - BMW

Diesel Services IncDolan Construction IncDSM Engineering

Eagle Brass CompanyEagle Distributing CompanyEbersole-Kohl-Zerby AssocE-Cycle IncEgan SignEG SmithEJ Brenneman Inc/EJBPaving & MaterialsElectronic Connectors IncElite Sportswear LtdEmpire Services IncEntech Engineering IncErnie's Garage

Fidelity Technologies CorpFire&RescueExplorerPost#290Fleetwood Industries

Geiger BeveragesGlen Gery CorpGoodman VendingGotwals BrothersGraffius Tiny TreasuresNursery SchoolGraphite Machining, Inc.Greater Berks Food BankGreen Valley NurseryGriwold Special CareGST AutoLeather

Hale ManufacturingHampton Inn Har-Jan Mechanical IncHome Health CareManagement

Industrial PlywoodInn at Reading

Jacobson & AssociatesJimmie Kramer’s Peanut BarJP Linette Inc

Key PrintingKulp Family ChiropracticClinic

Laborers' District CounclHeavy & Highway Lancaster Beverages/All StarDistributingLDC Building & Construction Lentz MillingLGL Cable Co IncLincoln Chemicals

Local #126Local #429 TeamstersLocal #481 and #289BCTWIULocal #743 IBEWLongo Toyota/Penske

Maxwell ResourcesMerchants Dispatch MGP IncMidGaard Advertising AgencyMifflin CenterMiller-Keystone Blood CenterMJ Reider AssocMorgan Brothers TreeService

Nells Shurfine (AWI) New Jersey Transit Norfolk Southern North Penn FenceNovacomNurses Available Inc

Offset ImpressionsO-Z Gedney

Paragon Optical CompanyIncPB&NE RailroadPennsylvania Truck CenterIncPenske CorporationPenske Truck LeasingPersonacare of WyomissingPhillips Van HeusenPower PackagingPremium Beverage PackersProcess Recovery CorpP-Wave Inc.

Quadrant EPP Inc.Radio MaintenanceRajah Shrine ComplexReading Bakery SystemsReading Berks Chapter Guildof CraftsmenReading Metro TaxiReading Pediatrics IncReading Plastic FabricatorsReading Post OfficeRecycling Works Inc(Clement’sWaste) Reitech CorpRemcon Plastics IncRenbow InternationalRichard M Kline & Son, IncRiveredge IncRobesonia Flowers & Gifts

Rohm & Haas RPA Associates IncRS Richert & SonsRTC Direct MailingRW Eaken Inc

Saint Joseph’s MedicalCenterSaint Joseph VillaSantilli Oil CompanySavage Sales & ServiceSDR Mechanical IncSealed Air CorpSecure A HomeSEPTASheraton Berkshire HotelSir SpeedySlovak Catholic Sokol AssocSnap On Tools CorpSpanish Speaking Council ofRdg & BerksSparkle's Cleaning ServiceSpotts, Stevens and McCoyIncSpruce Manor Nursing &RehabSRG Auto SupplyStauffer Biscuit Company Inc.Strohmann/Maires SunSweet Growers IncSupervalue IncSurety Administrators IncSurgical Specialties Corp

Ted and Carl Caterers, IncThe Hair ConnectionThe Villa of St. ElizabethThird Ward Democratic ClubTownship of CumruTrooper Thorn’s IrishBeefhouse

UAI GroupUnited Corrstak IncUnited Knitting Machine Co

Valley Forge Flag CompanyVision Mechanical, Inc.

Western Berks AmbulanceAssocWhite Brothers Construction,IncWH Schlegel IncWindsor Service IncWolfe Roofing & SheetmetalWomelsdorf Fire Company

YMCA PhiladelphiaYorkshire Americas

John W. KlineChairman

Lynden E. MillerVice Chairman

Michael J. PantaleoTreasurer

Larry C. MengelSecretary

Roy TowlesDirector

John L. BernheiserDirector

Noah SeyfertDirector

Ginger ThomasDirector

Timothy MurrayDirector

Board of Directors Field of Membership

2007 2006

ASSETS

Loans to members, net $ 50,262,057 $ 49,794,306

Cash and cash equivalents 3,568,683 4,936,463

Interest bearing accounts 11,926,942 12,151,853

Securities available for sale 54,277,955 49,075,211

Accrued interest receivable 829,322 718,654

Property and equipment, net 888,825 947,138

NCUSIF deposit 1,049,094 1,037,098

Prepaid expenses and other assets 457,343 283,452

$ 123,260,221 $ 118,944,175

LIABILITIES AND MEMBERS’ EQUITY

LiabilitiesMembers’ shares & savings accounts $ 105,445,979 $ 103,117,488Accounts payable & accrued expenses 721,933 454,286

Total liabilities 106,167,912 103,571,774

Commitments and contingencies - -

Members’ equity 17,092,309 15,372,401

$ 123,260,221 $ 118,944,175

When the credit union industry first began, a sloganwas penned, "People Helping People". This slogansummed up exactly what Riverfront and other creditunions are - groups of people all helping each other toreach common goals. Sixty years ago, a group of menfrom the former Reading Company railroad wanted tohelp their fellow workers by pooling their moniestogether and forming a credit union named RDGReading Federal Credit Union. After several charterand name changes over the years, this small creditunion has evolved into what Riverfront is today. Today,we are a full service credit union that is dedicated toproviding the financial products and services that meetthe needs of our members.

Today's changing and increasingly complex financialservices marketplace requires us to be at our best.Our board and management team must make wisedecisions to ensure future successes. The currentstate and condition of the credit union is excellent.2007 again provided us with a very good year. Themanaging of your assets by our CEO, Vince Paoliniand his staff has been exemplary. At a time whenmany financial institutions are suffering effects from thesub-prime mortgage lending fiasco that has plaguedour nations economy, we have maintained strongearnings and have positioned ourselves with a verygood capital position. This capital position will help ushedge off any residual effects that could trickle downfrom the sub-prime lending and will help us maintainand add additional products and services even asmargins shrink due to a weak economy. Our excellentcapital position also allowed the Board of Directors todeclare an 'Interest Rebate and Extraordinary Dividend'for 2007. Each member who had qualified loans orsavings accounts on December 1st received a returnwhich was reflected on your January, 2008 statementor your recent quarterly statement.

As in past years, we as an organization take the needsof our community seriously and continue to strive to bea leader in it. We continue to support financial literacyprograms, worthy charitable campaigns andfundraising events. We are committed to supportingthose organizations and programs that benefit thecommunities we serve.

Our vision is to be the financial institution that ourmembers think of first for their financial needs and todevelop a lasting partnership with each member andprovide exceptional personal service. We know ourmembers financial needs change over time and nomatter what your stage is in life, we can help take careof most of your financial needs.

Our goal is to enhance our existing relationships withour members. We will continue to add value to yourmembership by adding products and services thatmake sense and will meet your needs. We will alsocontinue to address the convenience of our accessand delivery channels with our on-line home banking,call center, ATM and branch networks. For example,this past year we installed a full service drive-up ATMat our Shillington branch and shortly will open ournewest branch office in the attached commercial officecenter at the Saint Joseph's Medical Center on route183 outside the City of Reading.

Another goal is to give everyone in our community theopportunity to belong to Riverfront, to reap the benefitsand value of being a member. As a loyal member, Iask that you be an advocate for the credit union; tellothers, your families, co-workers and friends about thecredit union difference. Remember, at Riverfront, youare not just a customer, you are a member and youbelong.

December 31, 2007 and 2006

Statements of Financial Condition Chairman of the BoardA message from the

John W. KlineChairman of the Board

As I reflect upon the events that occurred during2007, the meltdown in the construction, housing,and mortgage sectors is clearly the mostsignificant. Stress fractures began to appearduring August and by the end of September ithad become apparent that many companies andfinancial institutions were operating undersignificant duress.

A number of factors, including the volume of“subprime”, adjustable rate mortgages that wereoriginated in 2006 and 2007; lax underwritingstandards; and overbuilding converged to formthe perfect storm in the financial servicesindustry. Credit standards were tightenedsignificantly; a number of the largest and wellknown brokerage firms and commercial banks inthe country wrote-down or wrote-off billions inmortgage loans and securities that were backedby mortgage loans. Fannie Mae and FreddieMac were required to raise several billion inadditional capital.

Amidst this turmoil, Riverfront continued to growprofitably. Our financial performance for 2007and our financial condition, as measured byindustry accepted standards, continue to beexcellent.

Our management team recommended and ourBoard of Directors supported the issuance of aninterest rebate equal to 3% of interest paid onqualifying loans and a bonus dividend of 3.40%of dividends earned on deposits during 2007.This return of capital distribution, whichapproximated $185,000, reflects our continuingcommitment to you.

An independent public accounting firm thatspecializes in the credit union industrycompletes an audit of our financial statementseach year. In addition, our federal regulator, theNational Credit Union Administration, completedan examination of our operation during 2007.Both of these engagements went well andneither organization proposed any adjustmentsto our internal financial statements.

Testing is also completed each year to helpensure that our critical information systems,especially those that are accessible via theInternet, and records are not vulnerable.Enhancements are continually being made toour security systems to make them even morerobust.

We introduced a 20-year home equity loan prod-uct and installed a drive-up ATM at our branchin the Kmart Shopping Plaza in Shillington lastyear. We also began to offer automobile andhome owner’s insurance to our membersthrough an affiliation with a third party.

Looking ahead to next year, we expect thecompetitive, economic, and interest rateenvironments to continue to present challengesfor the financial services sector. Our entireorganization is working hard in this difficultenvironment to enhance the value of theservices that Riverfront offers to its members.We are also confident that our financialcondition and performance will remain strong.

It is our intention to open our third full-servicebranch in 2008. We also plan to introduceseveral new loan and deposit products andenhance our online Home Banking product.

I encourage you to think of Riverfront first for allof your financial service needs. If there isproduct or service that we don’t offer today andyou feel we should, please let us know.

Our Board of Directors, management team andall of the associates at the credit union deeplyappreciate your membership and support. Onbehalf of our entire organization, I would like tothank you for your continued support, whichenables us to continue to grow strongertogether.

Vincent Paolini, CPAPresident and CEO

The role of the Supervisory Committee is an important one and is similar in many respects tothe role of an internal auditor. We serve to protect the interests of our members. We assumethe responsibility for ensuring that a quality system of checks and balances is maintained. Ourcommittee consists of five members and one associate member appointed annually by theBoard of Directors.

The committee's primary duties and responsibilities include:Ø Engaging an independent auditing firm to complete an annual audit of the credit union's

financial statements and a review of its internal controls.Ø Monitoring regulatory compliance.Ø Ensuring that the credit union's directors and staff fulfill their fiduciary responsibility.

In 2007 the Supervisory Committee completed the following:Ø Performed surprise cash counts.Ø Reviewed expense accounts and internal controls for disbursements.Ø Reviewed file maintenance and teller short/over reports.Ø Reviewed loan files for compliance with internal and regulatory policies.Ø Verified the accuracy of bank statement reconcilements.

Irwin G. LevanSupervisory Committee Chairperson

President/CEOChairman of theSupervisory Committee

A message from the

A report from the