Exhibit 99.1

                          LONDON FINANCIAL CORPORATION
                               2 East High Street
                               London, Ohio 43140
                                 (614) 852-0787

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         Notice is hereby given that the 1998 Annual Meeting of  Shareholders of
London Financial  Corporation ("LFC") will be held at the office of The Citizens
Loan & Savings Company, 2 East High Street,  London,  Ohio 43140, on January 22,
1998,  at 10:00 a.m.,  Eastern Time (the "Annual  Meeting"),  for the  following
purposes,  all of which are more completely set forth in the accompanying  Proxy
Statement:

          1.   To re-elect four directors of LFC for terms expiring in 2000;

          2.   To ratify the selection of Grant  Thornton LLP as the auditors of
               LFC for the current fiscal year; and

          3.   To transact  such other  business as may properly come before the
               Annual Meeting or any adjournments thereof.

         Only shareholders of LFC of record at the close of business on December
5, 1997, will be entitled to receive notice of and to vote at the Annual Meeting
and at any adjournments thereof.  Whether or not you expect to attend the Annual
Meeting,  we urge you to consider the accompanying Proxy Statement carefully and
to SIGN,  DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES MAY BE
VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM MAY BE ASSURED
AT THE ANNUAL MEETING.  The giving of a proxy does not affect your right to vote
in person in the event you attend the Annual Meeting.

                                         By Order of the Board of Directors





                                         John J. Bodle, President


London, Ohio
December 11, 1997


<PAGE>
                          LONDON FINANCIAL CORPORATION
                               2 East High Street
                               London, Ohio 43140
                                 (614) 852-0787

                                 PROXY STATEMENT

                                     PROXIES

     The enclosed  Proxy is being  solicited by the Board of Directors of London
Financial  Corporation,  an Ohio corporation ("LFC"), for use at the 1998 Annual
Meeting of  Shareholders  of LFC to be held at the office of The Citizens Loan &
Savings Company ("Citizens"), 2 East High Street, London, Ohio 43140, on January
22, 1998, at 10:00 a.m.,  Eastern  Time,  and at any  adjournments  thereof (the
"Annual Meeting"). Without affecting any vote previously taken, the Proxy may be
revoked by a  shareholder  by execution of a later dated proxy which is received
by LFC before the Proxy is exercised or by giving notice of revocation to LFC in
writing or in open  meeting  before the Proxy is  exercised.  Attendance  at the
Annual Meeting will not, of itself, revoke a proxy.

     Each properly  executed  Proxy received prior to the Annual Meeting and not
revoked  will be voted as  specified  thereon  or, in the  absence  of  specific
instructions to the contrary, will be voted:

        FOR the re-election of John I. Andrix,  Rodney A. Bell, John J. Bodle, 
        and Shirley C. Hansgen as directors of LFC for terms expiring in 2000;
        and

        FOR the  ratification  of the selection of Grant  Thornton LLP
        ("Grant  Thornton")  as the  auditors  of LFC for the  current
        fiscal year.

     Proxies may be solicited by the directors,  officers and other employees of
LFC and Citizens,  in person or by telephone,  telegraph or mail only for use at
the Annual  Meeting.  Such proxies will not be used for any other  meeting.  The
cost of soliciting proxies will be borne by LFC.

     Only shareholders of record as of the close of business on December 5, 1997
(the "Voting Record Date"),  are entitled to notice of and to vote at the Annual
Meeting.  Each such shareholder will be entitled to cast one vote for each share
owned.  LFC's records  disclose  that, as of the Voting Record Date,  there were
510,160 votes entitled to be cast at the Annual Meeting.

     This Proxy  Statement  is first being mailed to  shareholders  of LFC on or
about December 18, 1997.


                                  VOTE REQUIRED

Election of Directors

     Under Ohio law and LFC's Code of Regulations (the "Regulations"),  the four
nominees  receiving  the greatest  number of votes will be elected as directors.
Shares as to which the authority to vote is withheld are not counted  toward the
election  of  directors  or  toward  the  election  of the  individual  nominees
specified in the enclosed  Proxy.  If the enclosed  Proxy is signed and dated by
the  shareholder,  but no vote is  specified  thereon,  the shares  held by such
shareholder will be voted FOR the re-election of the four nominees. Shareholders
may not cumulate their votes in the election of directors.

                                       1

<PAGE>

Ratification of Selection of Auditors

     The  affirmative  vote of the  holders of a  majority  of the shares of LFC
represented  in person or by proxy at the Annual  Meeting is necessary to ratify
the  selection of Grant  Thornton as the auditors of LFC for the current  fiscal
year.  Generally,  shares which are held by a nominee for a beneficial owner and
which are represented in person or by proxy at the Annual Meeting, but not voted
with  respect  to  the   ratification   of  the  selection  of  Grant   Thornton
("Non-votes"),  will have the same effect as votes  against the approval of such
ratification,  as will abstentions.  If, however,  shares are represented at the
Annual Meeting by a shareholder  who signed and dated a proxy in the form of the
enclosed  Proxy,  but who did not vote on the  ratification  of the selection of
Grant Thornton by marking the appropriate  block on the Proxy,  such shares will
be voted FOR the ratification of the selection of Grant Thornton and will not be
considered Non-votes.


   VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information with respect to the only
person  known  to  LFC  to  own  beneficially  more  than  five  percent  of the
outstanding common shares of LFC as of December 10, 1997:
<TABLE>
<CAPTION>

                                   Amount and Nature of          Percent of
    Name and Address               Beneficial Ownership      Shares Outstanding
<S>                                       <C>                         <C>
    First Bankers Trust, N.A.
    1201 Broadway                       42,320 (1)                  8.3%
    Quincy, Illinois 62301
----------------------------
<FN>
(1)      Consists of shares held by First  Bankers  Trust,  N.A., as the trustee
         for the London Financial Corporation Employee Stock Ownership Plan (the
         "ESOP").
</FN>
</TABLE>


     The  following  table sets forth  certain  information  with respect to the
number of common shares of LFC beneficially owned by each director of LFC and by
all directors and executive officers of LFC as a group as of December 10, 1997:
<TABLE>
<CAPTION>

                                               Amount and Nature of                      Percent of
Name and Address (1)                         Beneficial Ownership (2)                Shares Outstanding
--------------------                         ------------------------                ------------------
<S>                                                       <C>                                <C>
John I. Andrix                                       41,221 (3)                             8.08%
Rodney A. Bell                                       20,000 (4)                             3.92
John J. Bodle                                        20,187 (5)                             3.95
Donovan D. Forrest                                    2,000                                 0.39
Edward D. Goodyear                                   44,096 (3)(6)                          8.64
Shirley C. Hansgen                                    3,155 (7)                             0.61
Kennison A. Sims                                     43,160 (3)(8)                          8.46
All directors and executive officers
   as a group (9 people)                            132,980                                26.06

-----------------------------
<FN>
(1)  Each of the persons listed on this table may be contacted at the address of
     LFC.

(2)  The beneficial  owner has sole voting and investment power unless otherwise
     indicated.
(Footnotes continued on next page.)



                                       2
<PAGE>

(3)  Includes  21,160  shares  held  by  The  Citizens  Loan &  Savings  Company
     Management  Recognition and Retention Plan and Trust, with respect to which
     Messrs.  Andrix,  Goodyear  and Sims have shared  voting power as Trustees.
     Such shares are counted only once in determining the number of shares owned
     by all directors and executive officers of LFC as a group.

(4)  Mr. Bell shares voting and investment power over such shares with his wife.

(5)  Includes  10,895  shares with respect to which Mr. Bodle shares  voting and
     investment power with his wife and 811 shares owned by Mr. Bodle's wife.

(6)  Includes 10,832 shares with respect to which Mr. Goodyear shares voting and
     investment  power with his wife and 1,650  shares  owned by Mr.  Goodyear's
     wife.

(7)  Includes 1,430 shares owned by Ms. Hansgen's husband.

(8)  Includes  6,775  shares with  respect to which Mr.  Sims shares  voting and
     investment power with his wife.
</FN>
</TABLE>


                              ELECTION OF DIRECTORS

     The  Regulations  provide  for a Board  of  Directors  consisting  of seven
persons  divided  into two  classes.  In  accordance  with  Section  2.02 of the
Regulations,  nominees  for election as  directors  may be proposed  only by the
directors or by a shareholder entitled to vote for directors if such shareholder
has  submitted a written  nomination to the Secretary of LFC by the later of the
December 1st  immediately  preceding the annual meeting of  shareholders  or the
sixtieth day before the first  anniversary  of the most recent annual meeting of
shareholders  held for the election of directors.  Each such written  nomination
must state the name,  age,  business or residence  address of the  nominee,  the
principal  occupation or employment of the nominee,  the number of common shares
of LFC owned  either  beneficially  or of record  by each such  nominee  and the
length of time such shares have been so owned.

     The Board of Directors proposes the re-election of the following persons to
serve  until  the  Annual  Meeting  of  Shareholders  in 2000  and  until  their
successors  are duly elected and qualified or until their  earlier  resignation,
removal from office or death:
<TABLE>
<CAPTION>

                                                                    Director of
Name                      Age (1)        Positions Held            LFC Since (2)
----                      -------        --------------           -------------
<S>                         <C>            <C>                            <C>   
John I. Andrix              50           Director                          1996
Rodney A. Bell              78           Director                          1996
John J. Bodle               50           Director and President            1996
Shirley C. Hansgen          46           Director                          1997


------------------------------
<FN>
(1)  As of December 1997.

(2)  With the exception of Ms. Hansgen,  each director became a director in 1995
     at the time of the  formation of LFC in connection  with the  conversion of
     Citizens  from  mutual to stock form (the  "Conversion").  Ms.  Hansgen was
     appointed by the Board of  Directors  in 1997 to fill a vacancy  created by
     the death of George O. Matthewson.
</FN>
</TABLE>

If any nominee is unable to stand for election,  any proxies granting  authority
to vote for such  nominee  will be voted  for such  substitute  as the  Board of
Directors recommends.

                                       3
<PAGE>

     The following directors will continue to serve as directors of LFC
after the Annual Meeting for the terms indicated:
<TABLE>
<CAPTION>

                                                                   Director of
Name                     Age (1)     Position(s) Held            LFC since (2)             Term Expires
----                     -------     ----------------            -------------             ------------
<S>                         <C>            <C>                        <C>
Donovan D. Forrest           48          Director                     1997                     1999
Edward D. Goodyear           50          Director                     1996                     1999
Kennison A. Sims             45          Director                     1996                     1999


-----------------------------
<FN>
(1)  As of December 10, 1997.

(2)  Mr. Goodyear became a director in 1995, at the time of the formation of LFC
     in connection  with the  Conversion.  Mr. Sims was appointed in May 1996 by
     the Board of Directors to fill a vacancy on the Board of Directors  created
     in 1996 by the  resignation of Mary Goodyear.  Mr. Forrest was appointed in
     September 1997 by the Board of Directors to fill a vacancy  created in 1997
     by the resignation of Donald E. Forrest.
</FN>
</TABLE>

     Mr. John I. Andrix. Mr. Andrix has been the President and owner of Andrix &
Company, a general insurance agency located in Madison County, Ohio, since 1974.

     Mr. Rodney A. Bell. From 1958 to 1986, Mr. Bell owned and operated Rod-Bell
Ford, an automobile  dealership in London,  Ohio,  sold to Buckeye Ford in 1986.
Since 1986, Mr. Bell has been a salesman at Buckeye Ford.

     Mr. John J. Bodle.  Mr. Bodle has been the  President of LFC since 1995 and
the President of Citizens since 1991. Mr. Bodle has been an employee of Citizens
since 1986.

     Mr.  Donovan D. Forrest.  For the past 18 years,  Mr.  Forrest has been the
President of Forrest Trucking Company, West Jefferson and London, Ohio.

     Mr. Edward D. Goodyear.  Mr. Goodyear is a Certified Public  Accountant who
has practiced in London, Ohio, since 1971. Since 1974, Mr. Goodyear has been the
Assistant Treasurer of The Dispatch Printing Company,  publisher of The Columbus
Dispatch newspaper.

     Ms.  Shirley C.  Hansgen.  Ms.  Hansgen is an  attorney at law and has been
practicing in Madison County, Ohio for the past 18 years..

     Mr.  Kennison  A. Sims.  Mr. Sims has been the  owner-operator  of The Sims
Construction Company, London, Ohio, since 1976.

Meetings of Directors

     The Board of  Directors  of LFC met 13 times for  regularly  scheduled  and
special  meetings  during the fiscal year ended  September  30,  1997.  With the
exception of Mr.  Forrest,  who joined the Board of Directors in September 1997,
and Ms.  Hansgen,  each director  attended at least 75% of the aggregate of such
meetings and all meetings of  committees of the Board of Directors of which such
director was a member.

Committees of Directors

     The Board of  Directors  of LFC has an Audit  Committee  and a Stock Option
Plan Committee, but no separate nominating or compensation committees.


                                       4

<PAGE>
     The members of the Audit  Committee  are Messrs.  Bell and Goodyear and Ms.
Hansgen. The Audit Committee is responsible for auditing teller boxes, reviewing
and  reporting to the full Board of Directors on the  independent  audits of LFC
and reviewing loan files for regulatory  compliance and adherence to the lending
policies of Citizens.  The Audit  Committee met six times during the fiscal year
ended September 30, 1997.

     The members of Stock Option Plan Committee are Messrs. Andrix, Goodyear and
Sims.  The  Stock  Option  Plan  Committee   administers  the  London  Financial
Corporation  1997 Stock Option and Incentive  Plan (the "Stock Option Plan") and
determines the number of shares to be covered by options granted to the officers
and employees of LFC and Citizens  pursuant to the Stock Option Plan.  The Stock
Option Plan  Committee  met one time during the fiscal year ended  September 30,
1997.


                               EXECUTIVE OFFICERS

     In addition to Mr.  Bodle,  the  President  of both LFC and  Citizens,  the
following  persons  are  executive  officers  of LFC and  Citizens  and hold the
designated positions:
<TABLE>
<CAPTION>

Name                 Age (1)           Position(s) Held
<S>                    <C>                   <C>
Joyce E. Bauerle        45             Vice President and Treasurer of
                                       Citizens and Treasurer of LFC
Rebecca A. Lohr         40             Secretary of LFC and Citizens




-----------------------------
<FN>
(1)  As of December 1997.
</FN>
</TABLE>

     Ms.  Joyce E.  Bauerle.  Ms.  Bauerle  has  served as a Vice  President  of
Citizens  since January 1996 and has served as the  Treasurer of Citizens  since
1981 and as Treasurer of LFC since LFC's incorporation in October 1995.

     Ms.  Rebecca A. Lohr.  Ms. Lohr has served as the Secretary of Citizens for
the past six years and as the Secretary of LFC since October 1995.


                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Executive Compensation

         No executive officer of LFC or Citizens received compensation in excess
of $100,000 during the fiscal year ended September 30, 1997. The following table
sets forth the  compensation  paid to John J. Bodle,  the  President  of LFC and
Citizens, for the fiscal years ended September 30, 1997 and 1996:
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
                       -----------------------------------
                                      Annual compensation              Long term compensation              All other
                                                                                                      compensation (3)
                           ----------------------------------------------------------------------------------------------
                                                                               Awards
                                                              ------------------------------------------
Name and principal           Fiscal                                Restricted          Securities
position                      Year    Salary ($)   Bonus ($)    stock awards ($)       underlying
                                                                                    options/SARs (#)
--------------------------------------------------------------------------------------------------------------------------
<S>                             <C>      <C>         <C>               <C>                 <C>                  <C>           
John J. Bodle                 1997     $59,500      $11,500         $79,350 (1)         $13,225 (2)          $14,414
President                     1996       55,530      10,725               -                   -                8,400
--------------------------------------------------------------------------------------------------------------------------


Footnotes on next page

                                       5

<PAGE>
<FN>
(1)  On January 30, 1997, Mr. Bodle was awarded 5,290 common shares  pursuant to
     the MRP. Mr. Bodle paid no consideration for such shares.  Such shares will
     become earned and  nonforfeitable  at the rate of one-fifth per year on the
     anniversary  of the date of the  award,  beginning  on  January  30,  1998,
     assuming continued  employment with or service on the Board of Directors of
     Citizens.  The market price of LFC's shares on January 30, 1997, determined
     by  reference  to the closing bid for LFC's  shares on the Nasdaq  SmallCap
     Market  ("Nasdaq") on such date, was $15.00 per share. The aggregate market
     value of the shares  awarded to Mr.  Bodle  under the MRP, as of such date,
     was $79,350.  By reference to the closing bid for LFC's shares on Nasdaq on
     September  30, 1997,  the shares which have been awarded to Mr. Bodle under
     the MRP had an aggregate  market  value of $82,987 on such date.  Dividends
     and other  distributions paid on such shares and earnings on such dividends
     and distributions will be distributed to Mr. Bodle according to the vesting
     schedule.

(2)  Represents the number of common shares of LFC underlying options granted to
     Mr. Bodle pursuant to the Stock Option Plan.

(3)  Consists of  directors'  fees and the $7,514  allocated  to Mr. Bodle under
     Citizens'  Simplified  Employee Pension Plan, which was terminated in 1997.
     Does not include amounts attributable to miscellaneous benefits received by
     Mr.  Bodle,  the cost of which was less than 10% of his  annual  salary and
     bonus.
</FN>
</TABLE>

Stock Option Plan

     The  shareholders  of LFC adopted the Stock  Option Plan at the 1997 Annual
Meeting of Shareholders.  Pursuant to the Stock Option Plan,  52,900 shares were
reserved for  issuance by LFC upon  exercise of options to be granted to certain
directors,  officers and  employees of LFC and Citizens  from time to time under
the Stock  Option Plan.  Options to purchase  38,095  common  shares of LFC were
granted pursuant to the Stock Option Plan during the fiscal year ended September
30, 1997.

     The Stock Option Committee may grant options under the Stock Option Plan at
such times as it deems most  beneficial  to LFC and Citizens on the basis of the
individual participant's responsibility,  tenure and future potential to LFC and
Citizens  and in  accordance  with  the  regulations  of the  Office  of  Thrift
Supervision.

     Options  granted to officers and employees  under the Stock Option Plan may
be "incentive  stock options"  ("ISOs") within the meaning of Section 422 of the
Internal  Revenue Code of 1986, as amended (the "Code").  Options  granted under
the Stock Option Plan to directors who are not employees of LFC or Citizens will
not  qualify  under  the Code  and thus  will  not be  incentive  stock  options
("Non-Qualified Stock Options").

     LFC will  receive no  monetary  consideration  for the  granting of options
under the Stock  Option  Plan.  Upon the  exercise of options,  LFC will receive
payment of cash or, if acceptable to the Stock Option  Committee,  common shares
of LFC or outstanding awarded stock options.

     The following table sets forth information  regarding all grants of options
to purchase  common shares of LFC made to Mr. Bodle during the fiscal year ended
September 30, 1997:
<TABLE>
<CAPTION>

                                                      Option/SAR Grants In Last Fiscal Year
                    Number of Securities        % Of Total Options/SARs
                    Underlying Options/         Granted to Employees in        Exercise or Base
Name                  SARs Granted (#)                1997 Fiscal Year         Price ($/Share)       Expiration Date
----                 -----------------         -------------------------      -----------------      ---------------
<S>                           <C>                         <C>                          <C>                 <C>
John J. Bodle            13,225 (1)                      34.7%                      $15.00           January 30, 2007


----------------------------
<FN>
(1)  The options  were  granted on January 30,  1997.  One-fifth of such options
     will become  exercisable  on each  anniversary  of such  grant,  commencing
     January 30, 1998.
</FN>
</TABLE>

                                       6
<PAGE>
     The following table sets forth  information  regarding the number and value
of unexercised options held by Mr. Bodle at September 30, 1997:
<TABLE>
<CAPTION>

                                  Aggregated Option/SAR Exercises in Last Fiscal Year and 9/30/97 Option/SAR Values
                                                           Number of Securities Underlying
                                                             Unexercised Options/SARs at          Value of Unexercisable
                   Shares Acquired on        Value                    9/30/97(#)                  "In The Money" Options/
Name                   Exercise(#)        Realized($)          Exercisable/Unexercisable           SARs at 9/30/97(#)(1)
<S>                         <C>               <C>                          <C>                            <C>    
John J. Bodle              -0-                N/A                     -0-/13,225                        -0-/$9,092


---------------------------
<FN>
(1)  For  purposes  of this  table,  the value of the option was  determined  by
     multiplying  the  number of shares  subject to  unexercised  options by the
     difference  between the $15.00  exercise price and the fair market value of
     LFC's common shares, which was $15.6875 on September 30, 1997, based on the
     closing bid price reported by Nasdaq.
</FN>
</TABLE>

Management Recognition Plan and Trust

     The  shareholders  of LFC  adopted  the MRP at the 1997  Annual  Meeting of
Shareholders.  The MRP purchased 21,160 shares of LFC's common stock,  17,640 of
which were awarded to  directors,  executive  officers and  employees of LFC and
Citizens in January 1997.

     The MRP is  administered  by the MRP Committee of the Board of Directors of
LFC.  Subject to express  provisions  of the MRP, the MRP  Committee  determines
which  directors,  executive  officers and employees of Citizens and LFC will be
awarded shares under the MRP and the number of shares to be awarded.

     Unless the MRP Committee  specifies a longer  period of time,  one-fifth of
the MRP shares awarded to a recipient will become earned and  nonforfeitable  on
each of the first five  anniversaries  of the date of the awards.  Until  shares
awarded are earned by the  participant,  such shares  will be  forfeited  in the
event  that the  participant  ceases to be either a  director,  an officer or an
employee  of LFC or  Citizens.  In the  event of the  death or  disability  of a
participant,  however,  the participant's shares will be deemed to be earned and
nonforfeitable upon such date.

     MRP  shares  will be  distributed  as soon as  practicable  after  they are
earned.  All plan shares which have been awarded but not earned will be voted in
the discretion of the MRP Trustee appointed by the MRP Committee.

Director Compensation

     LFC pays no director's fees. Each director of Citizens currently receives a
fee of $500 for each  meeting of the Board of Directors  attended.  In addition,
each member of Citizens' Executive Committee, Audit Committee and Classification
and Fixed Asset Committee receives,  respectively,  $300, $100 and $100 for each
committee meeting attended.

Employment Agreement

     On April 30, 1997,  Citizens entered into an employment  agreement with Mr.
Bodle (the "Employment Agreement").  Citizens has not entered into an employment
agreement with any other officer.

     The  Employment  Agreement  provides for a term of three years, a salary of
not less than $53,560 and performance  review by the Board of Directors not less
often than annually. The Employment Agreement also provides for the inclusion of
Mr. Bodle in any  formally  established  employee  benefit,  bonus,  pension and
profit-sharing plans for which senior management personnel are eligible.


                                       7

<PAGE>

     The  Employment  Agreement is  terminable  by Citizens at any time.  In the
event of  termination by Citizens for "just cause," as defined in the Employment
Agreement,  Mr.  Bodle will have no right to receive any  compensation  or other
benefits for any period after such  termination.  In the event of termination by
Citizens  other than for just  cause,  at the end of the term of the  Employment
Agreement  or in  connection  with a "change  of  control,"  as  defined  in the
Employment  Agreement,  Mr. Bodle will be entitled to a  continuation  of salary
payments for a period of time equal to the term of the Employment  Agreement and
a continuation  of benefits  substantially  equal to those being provided at the
date of termination of employment  until the earliest to occur of the end of the
term of the Employment Agreement or the date on which Mr. Bodle becomes employed
full-time by another employer.

     The  Employment  Agreement  also  contains  provisions  with respect to the
occurrence  of the following  within one year of a "change of control":  (1) the
termination  of  employment  of Mr.  Bodle for any reason other than just cause,
retirement or termination at the end of the term of the Employment Agreement and
(2) a  constructive  termination  resulting  from a change  in the  capacity  or
circumstances in which Mr. Bodle is employed or from a material reduction in his
responsibilities,  authority,  compensation or other benefits provided under the
Employment  Agreement  without Mr. Bodle's written consent.  In the event of any
such occurrence,  Mr. Bodle will be entitled to receive an amount equal to three
times his average annual  compensation  for the three taxable years  immediately
preceding the termination of employment, subject to certain limits. In addition,
Mr. Bodle will be entitled to continued  coverage  under all benefit plans until
the earliest of the end of the term of the  Employment  Agreement or the date on
which  he is  included  in  another  employer's  benefit  plans  as a  full-time
employee.  The  maximum  which Mr.  Bodle may  receive  under  such  provisions,
however,  is limited to an amount which will not result in the  imposition  of a
penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986,
as amended (the  "Code").  "Control,"  as defined in the  Employment  Agreement,
generally  refers to the acquisition by any person or entity of the ownership or
power to vote 10% or more of the voting stock of Citizens or LFC, the control of
the  election of a majority of the  directors of Citizens or LFC or the exercise
of a controlling influence over the management or policies of Citizens or LFC.

Certain Transactions

     Citizens has followed a policy of granting consumer loans and loans secured
by the borrower's personal residence to officers,  directors and employees.  All
such loans to executive  officers and directors are made in the ordinary  course
of  business,   on  the  same  terms  and  conditions  as  those  of  comparable
transactions   prevailing  at  the  time  and  in  accordance   with   Citizens'
underwriting  guidelines  and do not  involve  more  than  the  normal  risk  of
collectibility or present other unfavorable features.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the Exchange Act requires  LFC's  directors and executive
officers,  and  persons  who own more  than 10% of a  registered  class of LFC's
equity securities,  to file with the Securities and Exchange  Commission ("SEC")
reports of  ownership  and reports of changes in  ownership  of common stock and
other equity securities of the Corporation. Officers, directors and greater than
10%  stockholders  are required by SEC  regulation to furnish LFC with copies of
all Section  16(a) forms they file.  Form 3,  "Initial  Statement of  Beneficial
Ownership  of  Securities,"  required  to filed  with the SEC within ten days of
becoming  an  executive  officer  or  director,  was filed  late by Mr.  Forrest
following his appointment to the Board of Directors.  To LFC's knowledge,  based
solely on a review of the copies of such  reports  furnished  to LFC and written
representations that no other reports were required during the fiscal year ended
September 30, 1997,  LFC's  directors and executive  officers  complied with all
other Section 16(a) filing requirements applicable to them.


                                       8

<PAGE>

                              SELECTION OF AUDITORS

     On July 11, 1996, the Board of Directors approved the recommendation of its
Audit  Committee  to change its  independent  accountant  from KPMG Peat Marwick
("KPMG")  to  Grant  Thornton  LLP  ("Grant  Thornton").   No  adverse  opinion,
disclaimer  or  qualification  was  contained in KPMG's report for either of the
last two fiscal years for which KPMG  completed an audit of Citizens'  financial
statements,  nor were such reports  modified as to  uncertainty,  audit scope or
accounting  principles.  Further,  there was no  disagreement  between  KPMG and
Citizens or Grant Thornton on any matter of accounting  principles or practices,
financial statement disclosure or auditing scope or procedure.

     The Board of Directors has selected  Grant  Thornton as the auditors of LFC
and Citizens for the current  fiscal year and recommends  that the  shareholders
ratify  such  selection.  Management  expects  that a  representative  of  Grant
Thornton will be present at the Annual  Meeting,  will have the  opportunity  to
make a  statement  if he or she so desires and will be  available  to respond to
appropriate questions.


                   PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS

     Any  proposals  of  shareholders  intended  to be  included  in  the  proxy
statement for the 1999 Annual Meeting of  Shareholders  of LFC should be sent to
LFC by  certified  mail and must be  received  by LFC not later than  August 14,
1998.

     Management  knows of no other  business  which may be  brought  before  the
Annual  Meeting.  It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in  accordance  with their best judgment on any other matters
which may be brought before the Annual Meeting.

     IT IS  IMPORTANT  THAT  PROXIES BE  RETURNED  PROMPTLY.  WHETHER OR NOT YOU
EXPECT TO ATTEND  THE  MEETING  IN  PERSON,  YOU ARE URGED TO FILL IN,  SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.


                                           By Order of the Board of Directors




                                           John J. Bodle, President

London, Ohio
December 11, 1997


                                       9

<PAGE>


                                 REVOCABLE PROXY

                          LONDON FINANCIAL CORPORATION

                    THIS PROXY IS SOLICITED ON BEHALF OF THE
               BOARD OF DIRECTORS OF LONDON FINANCIAL CORPORATION

     The undersigned  shareholder of London Financial Corporation ("LFC") hereby
constitutes  and appoints Edward D. Goodyear and Kennison A. Sims, or either one
of them, the Proxy or Proxies of the undersigned with full power of substitution
and  resubstitution,  to vote at the Annual Meeting of Shareholders of LFC to be
held at the office of The  Citizens  Loan & Savings  Company,  located at 2 East
High Street, London, Ohio, on January 22, 1998, at 10:00 a.m., Eastern Time (the
"Annual Meeting"), all of the shares of LFC which the undersigned is entitled to
vote  at the  Annual  Meeting,  or at any  adjournment  thereof,  on each of the
following  proposals,  all of which  are  described  in the  accompanying  Proxy
Statement:

     1.   The election of four directors for terms expiring in 2000:

         FOR  all  nominees listed                     WITHHOLD authority to
         below (except as marked                       vote for all nominees
         to the contrary below)                        listed below


                                 John I. Andrix
                                 Rodney A. Bell
                                  John J. Bodle
                               Shirley C. Hansgen



(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
-------------------------------------------------------------------------------


     2    The  ratification  of  the  selection  of  Grant  Thornton  LLP as the
          auditors of London Financial Corporation for the current fiscal year.


                FOR                  AGAINST                    ABSTAIN


     3.   In their  discretion,  upon such other  business as may properly  come
          before the Annual Meeting or any adjournments thereof.


         Important: Please sign and date this proxy on the reverse side.


                                       1

<PAGE>




     This Revocable Proxy will be voted as directed by the  undersigned  member.
If no direction is given, this Revocable Proxy will be voted FOR proposals 1 and
2.

     All Proxies previously given by the undersigned are hereby revoked. Receipt
of the Notice of Annual Meeting of Shareholders  of LFC and of the  accompanying
Proxy Statement is hereby acknowledged.


NOTE: Please sign your name exactly as it appears on this Proxy.  Joint accounts
require  only one  signature.  If you are  signing  this  Proxy as an  attorney,
administrator, agent, corporation, officer, executor, trustee or guardian, etc.,
please add your full title to your signature.



Signature                                    Signature


Print or Type Name                           Print or Type Name


Date                                         Date



     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF LFC.  PLEASE
DATE,  SIGN AND  RETURN IT  PROMPTLY  IN THE  ENCLOSED  ENVELOPE.  NO POSTAGE IS
REQUIRED FOR MAILING IN THE U.S.A.


IMPORTANT:  IF YOU RECEIVE MORE THAN ONE CARD,  PLEASE SIGN AND RETURN ALL CARDS
IN THE ACCOMPANYING ENVELOPE.









                                       2