UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2001

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THESECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _________________

Commission File Number 0-25049

FIRST PLACE FINANCIAL CORP.(Exact name of registrant as specified in its charter)

|Delaware                                       | 34-1880130                          
|---------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation) | (IRS Employer Identification Number)
|                                               |                                     
|185 E. Market Street, Warren, OH               | 44482                               
|(Address of principal executive offices)       | (Zip Code)                          

(330) 373-1221(Registrants telephone number, including area code)

Not Applicable(Former name, former address and former fiscal year, if change since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

| | Yes | x | No | o
| | --- | - | -- | -

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

14,501,490 common shares as of January 31, 2002

1

TABLE OF CONTENTS



|           |                                                                      | Page  
|---------- | -------------------------------------------------------------------- | ------
|           |                                                                      | Number
|PART I.    | FINANCIAL INFORMATION                                                |       
|           |                                                                      |       
|           |                                                                      |       
|           | Item 1. Financial Statements                                         |       
|           |                                                                      |       
|           |                                                                      |       
|           | Consolidated Statements of Financial Condition                       |       
|           | As of December 31, 2001 and June 30, 2001                            | 3     
|           |                                                                      |       
|           |                                                                      |       
|           | Consolidated Statements of Income                                    |       
|           | For the Three and Six Months Ended December 31, 2001 and 2000        | 4     
|           |                                                                      |       
|           |                                                                      |       
|           | Condensed Consolidated Statements of Changes in Stockholders Equity |       
|           | For the Three and Six Months Ended December 31, 2001 and 2000        | 5     
|           |                                                                      |       
|           |                                                                      |       
|           | Condensed Consolidated Statements of Cash Flows                      |       
|           | For the Six Months Ended December 31, 2001 and 2000                  | 6     
|           |                                                                      |       
|           |                                                                      |       
|           | Notes to Consolidated Financial Statements                           | 7     
|           |                                                                      |       
|           | Item 2. Managements Discussion and Analysis of                      |       
|           | Financial Condition and Results of Operations                        | 11    
|           |                                                                      |       
|           |                                                                      |       
|           | Item 3. Quantitative and Qualitative Disclosures About Market Risk   | 16    
|           |                                                                      |       
|           |                                                                      |       
|PART II.   | OTHER INFORMATION                                                    |       
|           |                                                                      |       
|           | Item 1. Legal Proceedings                                            | 16    
|           |                                                                      |       
|           |                                                                      |       
|           | Item 2. Changes in Securities and Use of Proceeds                    | 16    
|           |                                                                      |       
|           |                                                                      |       
|           | Item 3. Defaults Upon Senior Securities                              | 16    
|           |                                                                      |       
|           |                                                                      |       
|           | Item 4. Submission of Matters to a Vote of Security Holders          | 16    
|           |                                                                      |       
|           |                                                                      |       
|           | Item 5. Other Information                                            | 16    
|           |                                                                      |       
|           |                                                                      |       
|           | Item 6. Exhibits and Reports on Form 8-K                             | 16    
|           |                                                                      |       
|           |                                                                     
|SIGNATURES | 16                                                                  
|           |                                                                      |       
|           |                                                                      |       
|           |                                                                      |       
|           |                                                                     
|           |                                                                      |       

2

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

FIRST PLACE FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

|                                                               | December 31,

2001 |           |   | June 30,

2001 |  
|-------------------------------------------------------------- | ------------------ | --------- | - | -------------- | -
|                                                               | (Unaudited)        |           |   |                |  
|(Dollars in thousands, except per share data)                  |                    |           |   |                |  
|                                                               |                    |           |   |                |  
|ASSETS:                                                        |                    |           |   |                |  
|Cash and cash equivalents                                      | $                  | 45,816    |   |                | $
|Federal funds sold                                             |                    | 57,902    |   |                |  
|Securities available for sale                                  |                    | 447,988   |   |                |  
|Loans held for sale                                            |                    | 63,016    |   |                |  
|Loans:                                                         |                    |           |   |                |  
|Total loans                                                    |                    | 968,291   |   |                |  
|Less allowance for loan losses                                 |                    | (8,825    | ) |                |  
|                                                               |                    |           |   |                |  
|Net loans                                                      |                    | 959,466   |   |                |  
|Premises and equipment, net                                    |                    | 21,588    |   |                |  
|Accrued interest receivable                                    |                    | 9,220     |   |                |  
|Intangibles                                                    |                    | 6,287     |   |                |  
|Goodwill                                                       |                    | 14,725    |   |                |  
|Other assets                                                   |                    | 32,783    |   |                |  
|                                                               |                    |           |   |                |  
|TOTAL ASSETS                                                   | $                  | 1,658,791 |   |                | $
|                                                               |                    |           |   |                |  
|                                                               |                    |           |   |                |  
|LIABILITIES:                                                   |                    |           |   |                |  
|Deposits                                                       | $                  | 1,075,309 |   |                | $
|Securities sold under agreement to repurchase                  |                    | 96,291    |   |                |  
|Federal Home Loan Bank advances                                |                    | 258,699   |   |                |  
|Advances by borrowers for taxes and insurance                  |                    | 4,936     |   |                |  
|Accrued interest payable                                       |                    | 3,234     |   |                |  
|Other liabilities                                              | 29,901             |           |   | 15,535         |  
|TOTAL LIABILITIES                                              |                    | 1,468,370 |   |                |  
|                                                               |                    |           |   |                |  
|STOCKHOLDERS EQUITY:                                          |                    |           |   |                |  
|Preferred stock, $.01 par value:                               |                    |           |   |                |  
|Authorized 3,000,000 shares, none outstanding                  |                    | 0         |   |                |  
|Common stock, $.01 par value:                                  |                    |           |   |                |  
|33,000,000 shares authorized;                                  |                    |           |   |                |  
|18,128,272 shares issued at December 31, 2001 and              |                    |           |   |                |  
|June 30, 2001                                                  |                    | 181       |   |                |  
|Additional paid in capital                                     |                    | 177,286   |   |                |  
|Retained earnings, substantially restricted                    |                    | 70,456    |   |                |  
|Unearned recognition and retention plan shares                 |                    | (3,009    | ) |                |  
|Unearned employee stock ownership plan shares                  |                    | (7,123    | ) |                |  
|Treasury stock, at cost, 3,486,451 shares at December 31, 2001 |                    |           |   |                |  
|and 2,948,804 shares at June 30, 2001                          |                    | (42,671   | ) |                |  
|Accumulated other comprehensive income (loss)                  |                    | (4,699    | ) |                |  
|                                                               |                    |           |   |                |  
|TOTAL STOCKHOLDERS EQUITY                                     | 190,421            |           |   | 194,036        |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                     | $                  | 1,658,791 |   |                | $
|                                                               |                    |           |   |                |  

See accompanying notes to consolidated financial statements

3

FIRST PLACE FINANCIAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME (Unaudited)

|                                              | Three months ended |        | Six months ended |  
|--------------------------------------------- | ------------------ | ------ | ---------------- | -
|                                              | December 31,       |        | December 31,     |  
|(Dollars in thousands, except per share data) | 2001               |        | 2000             |  
|                                              |                    |        |                  |  
|INTEREST INCOME                               |                    |        |                  |  
|Loans                                         | $                  | 20,379 |                  | $
|Securities                                    |                    | 2,968  |                  |  
|Mortgage-backed and related securities        |                    | 3,796  |                  |  
|                                              |                    |        |                  |  
|TOTAL INTEREST INCOME                         |                    | 27,143 |                  |  
|                                              |                    |        |                  |  
|INTEREST EXPENSE                              |                    |        |                  |  
|Deposits                                      |                    | 10,411 |                  |  
|Borrowed funds                                |                    | 3,993  |                  |  
|Repurchase agreements                         |                    | 1,292  |                  |  
|                                              |                    |        |                  |  
|TOTAL INTEREST EXPENSE                        |                    | 15,696 |                  |  
|                                              |                    |        |                  |  
|                                              |                    |        |                  |  
|NET INTEREST INCOME                           |                    | 11,447 |                  |  
|PROVISION FOR LOAN LOSSES                     |                    | 660    |                  |  
|                                              |                    |        |                  |  
|NET INTEREST INCOME AFTER                     |                    |        |                  |  
|PROVISION FOR LOAN LOSSES                     |                    | 10,787 |                  |  
|NONINTEREST INCOME                            |                    |        |                  |  
|Service charges                               |                    | 1,077  |                  |  
|Security gains (losses), net                  |                    | 15     |                  |  
|Gain (loss) on sale of loans                  |                    | 2,203  |                  |  
|Other                                         |                    | 534    |                  |  
|                                              |                    |        |                  |  
|TOTAL NONINTEREST INCOME                      |                    | 3,829  |                  |  
|NONINTEREST EXPENSE                           |                    |        |                  |  
|Salaries and benefits                         |                    | 3,281  |                  |  
|Occupancy and equipment                       |                    | 1,350  |                  |  
|Merger, integration and restructuring         |                    |        |                  |  
|expense                                       |                    | 0      |                  |  
|Franchise taxes                               |                    | 284    |                  |  
|Intangible amortization                       |                    | 244    |                  |  
|Other                                         |                    | 2,121  |                  |  
|                                              |                    |        |                  |  
|TOTAL NONINTEREST EXPENSE                     |                    | 7,280  |                  |  
|                                              |                    |        |                  |  
|INCOME (LOSS) BEFORE INCOME TAX               |                    | 7,336  |                  |  
|PROVISION FOR INCOME TAX (BENEFIT)            |                    | 2,556  |                  |  
|                                              |                    |        |                  |  
|NET INCOME (LOSS)                             | $                  | 4,780  |                  | $
|                                              |                    |        |                  |  
|Basic earnings (loss) per share               | $                  | 0.34   |                  | $
|                                              |                    |        |                  |  
|Diluted earnings (loss) per share             | $                  | 0.34   |                  | $
|                                              |                    |        |                  |  

See accompanying notes to consolidated financial statements

4

FIRST PLACE FINANCIAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY(Unaudited)

|                                                                                                            | Three months ended | Six months ended
|----------------------------------------------------------------------------------------------------------- | ------------------ | ----------------
|                                                                                                            | December 31,       | December 31,    
|(Dollars in thousands, except per share data)                                                               | 2001               |                 
|                                                                                                            |                    |                 
|                                                                                                            |                    |                 
|Balance at beginning of period                                                                              | $                  | 194,824         
|                                                                                                            |                    |                 
|Comprehensive income:                                                                                       |                    |                 
|                                                                                                            |                    |                 
|Net income (loss)                                                                                           |                    | 4,780           
|                                                                                                            |                    |                 
|Change in unrealized gain (loss) on swaps, net of tax                                                       |                    | 804             
|                                                                                                            |                    |                 
|Change in unrealized gain (loss) on securities

      available for sale, net of tax                        |                    | (1,646          
|                                                                                                            |                    |                 
|                                                                                                            |                    |                 
|Comprehensive income                                                                                        |                    | 3,938           
|                                                                                                            |                    |                 
|Cash dividends declared                                                                                     |                    | (1,790          
|                                                                                                            |                    |                 
|Issuance of 6,887,022 shares of common stock for merger                                                     |                    | 0               
|                                                                                                            |                    |                 
|Commitment to release ESOP shares                                                                           |                    | 149             
|                                                                                                            |                    |                 
|Acquisition of FFY recognition and retention plan                                                           |                    | 0               
|                                                                                                            |                    |                 
|Commitment to release recognition and retention plan shares                                                 |                    | 210             
|                                                                                                            |                    |                 
|Difference between average fair value per share and

cost per share on ESOP shares committed to be released |                    | 63              
|                                                                                                            |                    |                 
|Stock options exercised                                                                                     |                    | 205             
|                                                                                                            |                    |                 
|Tax benefit related to exercise of stock options                                                            |                    | 89              
|                                                                                                            |                    |                 
|Treasury stock purchased                                                                                    |                    | (7,267          
|                                                                                                            |                    |                 
|                                                                                                            |                    |                 
|Balance at end of period                                                                                    | $                  | 190,421         
|                                                                                                            |                    |                 
|                                                                                                            |                    |                 
|Cash dividends per share                                                                                    | $                  | 0.125           
|                                                                                                            |                    |                 

See accompanying notes to consolidated financial statements

5

FIRST PLACE FINANCIAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

|                                                                    |                  |          |      |   |          |  
|------------------------------------------------------------------- | ---------------- | -------- | ---- | - | -------- | -
|                                                                    | Six months ended
|                                                                    | December 31,    
|(Dollars in thousands)                                              | 2001             |          | 2000 |  
|                                                                    |                  |          |      |  
|                                                                    |                  |          |      |   |          |  
|Cash flows from operating activities:                               |                  |          |      |   |          |  
|Net cash from (used in) operating activities                        | $                | (3,472   | )    | $ | 9,434    |  
|                                                                    |                  |          |      |  
|                                                                    |                  |          |      |   |          |  
|Cash flows from investing activities:                               |                  |          |      |   |          |  
|Securities available for sale                                       |                  |          |      |   |          |  
|Proceeds from sales                                                 |                  | 66,947   |      |   | 181,772  |  
|Proceeds from maturities, calls and principal paydowns              |                  | 58,719   |      |   | 30,058   |  
|Purchases                                                           |                  | (136,458 | )    |   | (2,000   | )
|Net change in federal funds sold                                    |                  | (36,381  | )    |   | (64,387  | )
|Purchase of Federal Home Loan Bank stock                            |                  | 0        |      |   | (1,773   | )
|Net cash received in acquisition                                    |                  | 0        |      |   | 4,431    |  
|Net change in loans                                                 |                  | 23,015   |      |   | (46,544  | )
|Purchase of premises and equipment                                  |                  | (866     | )    |   | (351     | )
|Investment in Coldwell Banker First Place Real Estate, Ltd.         |                  | (300     | )    |   | 0        |  
|                                                                    |                  |          |      |  
|Net cash from (used in) investing activities                        |                  | (25,324  | )    |   | 101,206  |  
|                                                                    |                  |          |      |  
|                                                                    |                  |          |      |   |          |  
|Cash flows from financing activities:                               |                  |          |      |   |          |  
|Net change in deposits                                              |                  | 56,606   |      |   | 1,773    |  
|Net change in advances by borrowers for taxes and insurance         |                  | 152      |      |   | (611     | )
|Net change in repurchase agreements                                 |                  | 5,478    |      |   | (44,980  | )
|Cash dividends paid                                                 |                  | (3,592   | )    |   | (885     | )
|Proceeds and tax benefit from stock options exercised               |                  | 1,980    |      |   | 0        |  
|Purchase of treasury stock                                          |                  | (10,858  | )    |   | (13,066  | )
|Net change in overnight FHLB borrowings                             |                  | (703     | )    |   | (943     | )
|Proceeds from FHLB borrowings                                       |                  | 0        |      |   | 325,333  |  
|Repayment of FHLB borrowings                                        |                  | (4,000   | )    |   | (367,610 | )
|                                                                    |                  |          |      |  
|Net cash from (used in) financing activities                        |                  | 45,063   |      |   | (100,989 | )
|                                                                    |                  |          |      |  
|                                                                    |                  |          |      |   |          |  
|Net change in cash and cash equivalents                             |                  | 16,267   |      |   | 9,651    |  
|                                                                    |                  |          |      |   |          |  
|Cash and cash equivalents at beginning of year                      |                  | 29,549   |      |   | 13,421   |  
|                                                                    |                  |          |      |  
|                                                                    |                  |          |      |   |          |  
|Cash and cash equivalents, end of period                            | $                | 45,816   |      | $ | 23,072   |  
|                                                                    |                  |          |      |  
|                                                                    |                  |          |      |   |          |  
|Supplemental cash flow information:                                 |                  |          |      |   |          |  
|Cash payments of interest expense                                   | $                | 32,353   |      | $ | 23,079   |  
|Cash payments of income taxes                                       |                  | 2,873    |      |   | 260      |  
|                                                                    |                  |          |      |   |          |  
|Supplemental noncash disclosures:                                   |                  |          |      |   |          |  
|Acquisition of FFY Financial Corp. through issuance of common stock | $                | 0        |      | $ | 68,341   |  
|Loans securitized                                                   |                  | 0        |      |   | 192,024  |  

6

See accompanying notes to consolidated financial statements

FIRST PLACE FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

Principles of Consolidation:

The interim consolidated financial statements of the Company include the accounts of First Place Financial Corp. (the Company) and its wholly owned subsidiaries First Place Bank (the Bank) and First Place
Holdings, Inc. The consolidated financial statements also include the accounts of First Place Insurance Agency, Ltd., the insurance affiliate of First Place Holdings, Inc. On December 28, 2001, First Place Holdings, Inc. purchased an additional
interest in its real estate affiliate, Coldwell Banker First Place Real Estate, Ltd. As a result, the consolidated financial statements also include the accounts of Coldwell Banker First Place Real Estate, Ltd. since that date. All significant
intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation:

The consolidated financial statements have been prepared in conformity with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The financial statements
should be read in conjunction with the consolidatedfinancial statements and notes thereto included in First Place Financial Corp.s 2001 Annual Report to Stockholders incorporated by reference into
First Place Financial Corp.s 2001 Annual Report on Form 10-K. The interim consolidated financial statements include all adjustments (consisting of only normal recurring items), which, in the opinion of management, are necessary for a fair
presentation of the financial position and results of operations for the periods presented. The results of operations for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year.

Treasury Share Repurchases:

Treasury shares are purchased in open market transactions and recorded at cost.

Premises and Equipment:

Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the assets useful lives, as follows: land improvements  5 years;
buildings and improvements  20 years; furniture and equipment  2 to 10 years; leasehold improvements  5 to 10 years.

Intangibles:

Purchased intangibles, primarily goodwill and core deposit intangibles, are recorded at cost. Goodwill is assessed regularly for impairment, with any such impairment recognized as a reduction to earnings in
the period identified. Prior to the Companys adoption of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, on July 1, 2001, goodwill was amortized over its estimated useful life of 20
years; see Effect of Recent Accounting Standards. Core deposit intangibles are amortized over their estimated useful life of 7 to 8 years. The purchase premium or discount for the fair value adjustment of assets acquired and liabilities
assumed is amortized over the estimated life of the asset acquired or liability assumed.

Securitizations:

The Company may, from time to time, sell mortgage loans through securitization. Securitized loans are removed from the balance sheet and net gain or loss is recorded when the net sales proceeds and residual
interest differ from the loans allocated carrying amount. In some cases, the Company retains a residual interest in securitized loans which may take the form of a servicing asset and/or a security. In these cases, the carrying amount of the
assets sold is allocated between the retained interests and the assets sold based on their relative fair values at the date of transfer. Fair value is based on market quotes or on the present value of estimated cash flows, using a discount rate
considered commensurate with the risks associated with the cash flows and the dates that the Company expects to receive the cash flows. Cash flows are estimated using the Public Securities Associations (PSA) standard prepayment model.

7



Acquisitions

(Dollars in thousands)

On December 22, 2000, the Company completed the merger of equals transaction with FFY Financial Corp. The following table summarizes the estimated fair values of the assets acquired and
liabilities assumed at that date.

|                                              |  | At December 22, 2000
|--------------------------------------------- |  | --------------------
|                                              |  |                     
|Cash and cash equivalents                     |  | $                   
|Securities available for sale                 |  |                     
|Loans held for sale                           |  |                     
|Net loans                                     |  |                     
|Premises and equipment, net                   |  |                     
|Core deposit intangibles                      |  |                     
|Goodwill                                      |  |                     
|Other assets                                  |  |                     
|                                              |  |                     
|Total assets acquired                         |  |                     
|                                              |  |                     
|Deposits                                      |  |                     
|Securities sold under agreement to repurchase |  |                     
|Federal Home Loan Bank advances               |  |                     
|Other liabilities                             |  |                     
|                                              |  |                     
|Total liabilities assumed                     |  |                     
|                                              |  |                     
|                                              |  |                     
|Net assets acquired                           |  | $                   
|                                              |  |                     

On May 12, 2000, the Company acquired The Ravenna Savings Bank. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at that date.

|                                |  | At May 12, 2000
|------------------------------- |  | ---------------
|                                |  |                
|Securities available for sale   |  | $              
|Net loans                       |  |                
|Premises and equipment, net     |  |                
|Core deposit intangibles        |  |                
|Goodwill                        |  |                
|Other assets                    |  |                
|                                |  |                
|Total assets acquired           |  |                
|                                |  |                
|Deposits                        |  |                
|Federal Home Loan Bank advances |  |                
|Other liabilities               |  |                
|                                |  |                
|Total liabilities assumed       |  |                
|                                |  |                
|                                |  |                
|Net assets acquired             |  | $              
|                                |  |                

8



|Acquired Intangible Assets                                                                              | As of December 31, 2001
|------------------------------------------------------------------------------------------------------- | -----------------------
|(Dollars in thousands)                                                                                  |                        
|                                                                                                        |                        
|                                                                                                        |                        
|Amortized intangible assets:                                                                            |                        
|Core deposit intangibles                                                                                | $                      
|Other                                                                                                   | 20                     
|Total                                                                                                   | $                      
|                                                                                                        |                        
|                                                                                                        |                        
|                                                                                                        |                        
|                                                                                                        |                        
|                                                                                                        |                        
|                                                                                                        |                        
|Aggregate amortization expense                                                                          | $                      
|                                                                                                        |                        
|Estimated amortization expense:                                                                         |                        
|Remainder of fiscal year ending June 30, 2002                                                           | $                      
|For the year ending June 30, 2003                                                                       |                        
|June 30, 2004                                                                                           |                        
|June 30, 2005                                                                                           |                        
|June 30, 2006                                                                                           |                        
|June 30, 2007                                                                                           |                        
|                                                                                                        |                        
|Goodwill(Dollars in thousands)                                                                         
|                                                                                                        |                        
|The change in the carrying amount of goodwill for the six months ended December 31, 2001 is as follows:
|                                                                                                        |                        
|Balance as of June 30, 2001                                                                             | $                      
|Goodwill acquired during the period                                                                     | 305                    
|Balance as of December 31, 2001                                                                         | $                      
|                                                                                                        |                        



On December 28, 2001, First Place Holdings, Inc., a wholly owned subsidiary of the Company, purchased an additional 1/3 interest in Coldwell Banker First Place Real Estate, Ltd. for $300,000.

9

Earnings per Share(Dollars in thousands, except per share data)

The computation of basic and diluted earnings (loss) per share is shown in the following table.

|                                                                   | Three months ended | Six months ended
|------------------------------------------------------------------ | ------------------ | ----------------
|                                                                   | December 31,       | December 31,    
|                                                                   |                    |                 
|                                                                   | 2001               |                 
|                                                                   |                    |                 
|Basic earnings (loss) per share computation:                       |                    |                 
|Numerator - Net income (loss)                                      | $                  | 4,780           
|                                                                   |                    |                 
|Denominator - Weighted average common

         shares outstanding |                    | 14,859,005      
|Less: Average unearned ESOP shares                                 |                    | (722,099        
|Less: Average unearned RRP shares                                  |                    | (237,404        
|                                                                   |                    |                 
|Average shares                                                     |                    | 13,899,502      
|                                                                   |                    |                 
|Basic earnings (loss) per share                                    | $                  | 0.34            
|                                                                   |                    |                 
|                                                                   |                    |                 
|Diluted earnings (loss) per share computation:                     |                    |                 
|Numerator - Net income (loss)                                      | $                  | 4,780           
|                                                                   |                    |                 
|Denominator - Weighted average common shares                       |                    |                 
|outstanding for basic earnings (loss) per share                    |                    | 13,899,502      
|Dilutive effect of stock options                                   |                    | 351,489         
|Dilutive effect of RRP shares                                      |                    | 14,236          
|                                                                   |                    |                 
|Weighted average common shares                                     |                    |                 
|and common stock equivalents                                       |                    | 14,265,227      
|                                                                   |                    |                 
|Diluted earnings (loss) per share                                  | $                  | 0.34            
|                                                                   |                    |                 

Stock options for 21,381 and 1,698,104 shares of common stock were not considered in computing diluted earnings (loss) per share for the quarters ended December 31, 2001 and 2000, respectively, because they
were antidilutive. Stock options for 21,381 and 1,352,852 shares of common stock were not considered in computing diluted earnings (loss) per share for the six months ended December 31, 2001 and 2000, respectively, because they were antidilutive.

Reclassifications

Certain amounts in the prior period consolidated financial statements have been reclassified to conform with the current periods presentation.

Effect of Recent Accounting Standards

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 141, Business Combinations. SFAS No. 141 requires all business combinations within its scope to be
accounted for using the purchase method, rather than the pooling-of-interests method. The provisions of this Statement apply to all business combinations initiated after June 30, 2001. The adoption of this statement will only impact the
Companys financial statements if it enters into a business combination.

Also in June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets, which addresses the accounting for such assets arising from prior and future business combinations. Upon the
adoption of this Statement, goodwill arising from business combinations is no longer amortized, but rather is assessed regularly for impairment, with any such impairment recognized as a reduction to earnings in the period identified. Other
identified intangible assets, such as core deposit intangible assets, continue to be amortized over their estimated useful lives. The Company adopted this statement on July 1, 2001, and it has resulted in a reduction of amortization expense of
$192,000 and $384,000 for the three and six months ended December 31, 2001. Net income and earnings (loss) per share for the three and six months ended December 31, 2001 and 2000, excluding amortization of goodwill is as follows:

10



|                                              | For the three months ended | For the six months ended
|--------------------------------------------- | -------------------------- | ------------------------
|                                              | December 31,               |                         
|(Dollars in thousands, except per share data) | 2001                       |                         
|                                              |                            |                         
|                                              |                            |                         
|Reported net income (loss)                    | $                          | 4,780                   
|Add back: Goodwill amortization               |                            |                         
|                                              |                            |                         
|Adjusted net income (loss)                    | $                          | 4,780                   
|                                              |                            |                         
|                                              |                            |                         
|Basic earnings (loss) per share:              |                            |                         
|Reported net income (loss)                    | $                          | 0.34                    
|Goodwill amortization                         |                            |                         
|                                              |                            |                         
|Adjusted net income (loss)                    | $                          | 0.34                    
|                                              |                            |                         
|                                              |                            |                         
|Diluted earnings (loss) per share:            |                            |                         
|Reported net income (loss)                    | $                          | 0.34                    
|Goodwill amortization                         |                            |                         
|                                              |                            |                         
|Adjusted net income (loss)                    | $                          | 0.34                    
|                                              |                            |                         

Item 2. Managements Discussion and Analysis of Financial Condition And Results of Operations

The following analysis discusses changes in the Companys financial condition and results of operations at and for the three and six months ended December 31, 2001.

Forward-Looking Statements

When used in this Form 10-Q, or in future filings with the Securities and Exchange Commission, in press releases or other public or stockholder communications, or in oral statements made with the approval of
an authorized executive officer, the words or phrases will likely result, are expected to, will continue, is anticipated, estimate, project or similar expressions are intended
to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including, but not limited to, changes in economic
conditions in the Companys market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Companys market area and competition, that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers
that the factors listed above and other factors 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 which 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.

Financial Condition

General.Assets totaled $1,658.8 million at December 31, 2001, an increase of $67.5 million, or 4.2% from $1,591.3 million at June 30, 2001. The increase in assets was primarily due to
growth in short-term cash investments (cash and cash equivalents and federal funds sold) funded by growth in deposits. Liabilities totaled $1,468.4 million at December 31, 2001, an increase of $71.2 million, or 5.1% from $1,397.2 million at June 30,
2001 primarily due to deposit growth. The discussion below provides greater detail regarding significant changes in balance sheet items.

Federal Funds Sold.Federal funds sold totaled $57.9 million at December 31, 2001, an increase of $36.4 million from $21.5 million at June 30, 2001 primarily due to cash provided by $56.5
million growth in deposits. These funds are available for general corporate purposes and will be invested in accordance with the Companys investment policies and asset/liability management objectives.

Securities.Securities available for sale increased by $12.7 million, or 2.9% during the six-month period ended December 31, 2001 and totaled $448.0 million compared to $435.3 million at
June 30, 2001. The increase was primarily due to increased investments in treasury and agency securities and mutual funds.

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Loans Held for Sale.Loans held for sale totaled $63.0 million at December 31, 2001, an increase of $48.7 million from $14.3 million at June 30, 2001 primarily due to increased long-term fixed-rate mortgage production resulting from the
historically low market interest rate environment that existed during much of the period. As part of its interest rate risk management strategy, the Company generally originates long-term fixed-rate mortgage loans for sale instead of holding them in
its portfolio.

Loans.Net loans receivable totaled $959.5 million at December 31, 2001, a decline of $37.1 million, or 3.7% from $996.6 million at June 30, 2001. Mortgage loans totaled $663.8 million at
December 30, 2001, a decline of $27.0 million, or 3.9% from $690.8 million at June 30, 2001 due to refinancing activity in the low market interest rate environment that existed during the period and the Companys continued strategy to originate
long-term fixed-rate mortgage loans for sale instead of holding them in its portfolio. Real estate construction loans totaled $55.1 million at December 31, 2001, an increase of $5.8 million, or 11.8% from $49.3 million at June 30, 2001 due to
increased demand for these loans during the low market interest rate environment. Commercial loans totaled $84.9 million at December 31, 2001, down $6.7 million, or 7.3% from $91.6 million at June 30, 2001 due to principal repayments. Consumer loans
totaled $168.7 million at December 31, 2001, a decline of $8.9 million, or 5.0% from $177.6 million at June 30, 2001 due to a decline in auto loan balances. The Companys auto loan originations were negatively impacted by the 0% financing deals
offered by the auto industry during the quarter ended December 31, 2001.

Deposits. Deposits increased $56.5 million, or 5.5% and totaled $1,075.3 million at December 31, 2001 compared to $1,018.8 million at June 30, 2001. Growth in money market accounts of
$32.7 million and certificates of $16.0 million accounted for the majority of the increase due to the competitive pricing of these products within our market. Due to the strong liquidity position of the Company and low yields available on
investments, the Company currently anticipates becoming more conservative in the future with the pricing of these products relative to the market competition and that strategy may result in a slower rate of growth.

Repurchase Agreements.Repurchase agreements increased $5.2 million, or 5.7% and totaled $96.3 million at December 31, 2001 compared to $91.1 million at June 30, 2001. The increase was due
to growth in commercial treasury management accounts.

Federal Home Loan Bank Advances.Federal Home Loan Bank advances declined $4.8 million or 1.8% and totaled $258.7 million at December 31, 2001 compared to $263.5 million at June 30, 2001
due to regular principal payments on amortizing advances.

Stockholders Equity.Total stockholders equity decreased $3.6 million, or 1.9% and totaled $190.4 million at December 31, 2001 compared to $194.0 million at June 30, 2001. The
decrease was principally due to $10.9 million in stock repurchases and dividends of $3.6 million paid to stockholders. Management utilizes stock repurchases as a component of its strategy to reduce/invest excess capital after consideration of market
and economic factors, the effect on stockholder dilution, adequacy of capital, effect on liquidity and an assessment of alternative investment returns. The Companys shares are also acquired for reissuance in connection with the stock option
plan. The decline in equity caused by stock repurchases and dividends was partially offset by $9.5 million in net income and $1.9 million in stock options exercised during the six-month period ended December 31, 2001. At December 31, 2001, the ratio
of equity to total assets was 11.48% compared to 12.19% at June 30, 2001.

Results of OperationsComparison of the Three and Six Months Ended December 31, 2001 and 2000

General. Net income for the quarter ended December 31, 2001 totaled $4.8 million, or $.34 per diluted share compared to a net loss of $3.1 million, or a loss of $.34 per diluted share for
the quarter ended December 31, 2000. The prior year quarter net loss included $6.5 million in pre-tax merger and restructuring charges related to the merger with FFY Financial Corp., which was completed in December 2000. Net income for the quarter
ended December 31, 2000, excluding merger and restructuring costs, totaled $1.2 million, or $.13 per diluted share. See Noninterest Income and Noninterest Expense for a description of merger and restructuring charges.

Net income for the six months ended December 31, 2001 totaled $9.5 million, or $.66 per diluted share compared to a net loss of $1.2 million, or a loss of $.13 per diluted share for the six months ended
December 31, 2000. As mentioned above, the prior year period included $6.5 million in pre-tax merger and restructuring charges related to the merger with FFY. Net income for the six-month period ended December 31, 2000, excluding merger and
restructuring costs, totaled $3.1 million, or $.35 per diluted share.

Interest Income. Interest income increased $7.1 million and totaled $27.1 million for the quarter ended December 31, 2001 compared to $20.0 million for the prior year quarter ended
December 31, 2000. Interest income on loans totaled $20.4 million for the quarter ended December 31, 2001 compared to $15.6 million for the quarter ended December 31, 2000, an

12

increase of $4.8 million due primarily to higher average balances outstanding as a result of the FFY merger. Interest income on securities was $6.8 million for the quarter ended December 31, 2001 compared to
$4.4 million for the prior year quarter ended December 31, 2000, an increase of $2.4 million due primarily to higher average balances outstanding as a result of the FFY merger.

Interest income for the six months ended December 31, 2001 totaled $55.0 million, an increase of $16.0 million from $39.0 million for the six months ended December 31, 2000. Interest income on loans totaled
$41.4 million for the six months ended December 31, 2001 compared to $30.0 million for the six months ended December 31, 2000, an increase of $11.4 million. Interest income on securities increased $4.6 million and totaled $13.6 million for the six
months ended December 31, 2001 compared to $9.0 million for the same period from the prior year. The increase in interest income on loans and securities was primarily due to higher average balances resulting from the merger with FFY.

Interest Expense.Interest expense increased $2.5 million and totaled $15.7 million for the quarter ended December 31, 2001 compared to $13.2 million for the prior year quarter ended
December 31, 2000. The increase in interest expense was primarily due to a $2.3 million increase in interest expense on deposits, which totaled $10.4 million for the quarter ended December 31, 2001 compared to $8.1 million for the prior year
quarter. This increase was due to higher average deposit balances outstanding resulting from the merger with FFY, partially offset by lower rates paid.

Interest expense for the six months ended December 31, 2001 was $32.1 million, an increase of $6.5 million from $25.6 million for the prior year six-month period ended December 31, 2000. Interest expenseon deposits increased by $6.0 million from $15.5 million for the six months ended December 31, 2000 to $21.5 million for the six months ended December 31, 2001.

Net Interest Income.Net interest income for the quarter ended December 31, 2001 totaled $11.4 million, an increase of $4.5 million, or 67% from $6.9 million for the quarter ended December
31, 2000. The Companys net interest margin increased 39 basis points, from 2.69% for the quarter ended December 31, 2000 to 3.08% for the quarter ended December 31, 2001, primarily reflecting a declining cost of funds.

Net interest income for the six months ended December 31, 2001 totaled $22.9 million versus $13.4 million for the six months ended December 31, 2000, an increase of $9.5 million. The net interest margin
increased 47 basis points to 3.15% for the six months ended December 31, 2001 compared to 2.68% for the six months ended December 31, 2000.

Provision for Loan Losses. The provision for loan losses totaled $660,000 for the quarter ended December 31, 2001 compared to $1.5 million for the quarter ended December 31, 2000, a
decrease of $845,000. The decrease in provision expense was primarily the result of higher provisions in the prior year quarter related to loans acquired in the Ravenna Savings Bank merger. The provision for loan losses reflects managements
evaluation of the underlying credit risk of the Banks loan portfolio to adequately provide for probable loan losses inherent in the portfolio as of the balance sheet date. In December 2001, the Company charged off $1.5 million in delinquent
and nonperforming loans. The Company subsequently sold $11.1 million in delinquent 1-4 family mortgage loans, including $4.4 million in nonperforming loans. At December 31, 2001, the allowance for loan losses totaled .91% of gross loans outstanding
compared to .97% at June 30, 2001, primarily due to the $1.5 million chargeoff described above. Nonperforming loans totaled $13.7 million at December 31, 2001, a decrease of $700,000 from $14.4 million at June 30, 2001. At December 31, 2001,
nonaccrual loans totaled $13.7 million and there were no restructured loans or loans past due greater than 90 days still accruing. At June 30, 2001, nonperforming loans included $14.1 million in nonaccrual loans and $295,000 of restructured loans.
There were no loans past due greater than 90 days still accruing at June 30, 2001. The ratio of allowance for loan losses to nonperforming loans totaled 64.4% at December 31, 2001 compared to 67.6% at June 30, 2001.

Management analyzes the adequacy of the allowance for loan losses regularly through reviews of the performance of the loan portfolio considering economic conditions, changes in interest rates and the effect
of such changes on real estate values and changes in the composition of the loan portfolio. The allowance for loan losses is a material estimate that is particularly susceptible to significant changes in the near term and is established through a
provision for loan losses based on managements evaluation of the risk inherent in its loan portfolio and the general economy. Such evaluation, which includes a review of all loans for which full collectibility may not be reasonably assured,
considers among other matters, the estimated fair value of the underlying collateral, economic conditions, historical loan loss experience and other factors that warrant recognition in providing for an adequate loan loss allowance. Costs to carry
real estate owned are considered in estimating the amount and timing of cash flows and in assessing the fair value of the underlying collateral on impaired loans. The Company reflects actual costs to carry real estate owned as period costs in
operations when incurred. Future additions to the allowance for loan losses will be dependent on these factors. Management believes that the allowance for loan losses is adequate at December 31, 2001.

13

Noninterest Income.Noninterest income totaled $3.8 million for the quarter ended December 31, 2001, an increase of $6.8 million from a loss of $3.0 million for the prior year quarter
ended December 31, 2000, which included the effect of balance sheet restructuring transactions following the FFY merger. During the quarter ended December 31, 2000, the Company restructured its balance sheet to provide additional liquidity and to
reduce the interest rate risk directly resulting from the merger with FFY. The Company securitized $192.0 million in primarily 1-4 family mortgage loans and sold $149.4 million of the securities. In addition, $50.1 million in mortgage-backed and
related securities were sold. The transactions resulted in a pre-tax loss of $4.1 million. The remaining increase in noninterest income during the quarter ended December 31, 2001 was due primarily to increased gains on sale of loans and service
charges.

Gains on sale of loans totaled $2.2 million for the quarter ended December 31, 2001, an increase of $4.4 million from a loss on sale of loans of $2.2 million for the quarter ended December 31, 2000. The
increase was primarily due to the effect of the restructuring transactions described above, which generated a $2.7 million loss on sale of loans in the prior year quarter. Other factors were an increase in loan production during the current year
quarter due to the FFY merger, 3 new loan production offices opened in the Cleveland and Dayton markets in June 2001 and refinancing activity associated with the historically low market interest rate environment that existed during the
quarter.

Service charge income totaled $1.1 million for the quarter ended December 31 2001, an increase of $498,000 from $579,000 for the prior year quarter due to a larger customer base as a result of the FFY merger.

Noninterest income totaled $7.8 million for the six months ended December 31, 2001, an increase of $9.7 million from a loss of $1.9 million for the six months ended December 31, 2000, which included the
effect of balance sheet restructuring transactions, as described above. The remaining increase in noninterest income during the current year period was primarily due to increased gains on sale of loans and securities and service charges.

Gains on sale of loans totaled $4.0 million for the six months ended December 31, 2001, an increase of $6.0 million from a loss on sale of loans of $2.0 million for the six months ended December 31, 2000
primarily due to the effect of the restructuring transactions in the prior year period and increased loan production in the current year period, as described above.

Gains on sale of securities totaled $941,000 for the six months ended December 31, 2001, an increase of $2.3 million from a loss of $1.4 million for the six months ended December 31, 2000 primarily due to the
effect of the restructuring transactions described above, which resulted in a loss on sale of securities of $1.4 million in the prior year period. The current year period gains on sale of securities included $926,000 gains on the sale of $51.1
million in long-term fixed-rate securities sold to reduce the overall duration of the securities portfolio and improve the Companys interest rate risk profile.

Service charge income totaled $2.1 million for the six months ended December 31, 2001, an increase of $1.0 million from $1.1 million for the prior year quarter due to a larger customer base as a result of the
FFY merger.

Noninterest Expense. Noninterest expense totaled $7.3 million for the quarter ended December 31, 2001, a decrease of $300,000 from $7.6 million for the prior year quarter ended December
31, 2000, which included $1.7 million in merger, integration, and restructuring costs associated with the FFY merger. Merger, integration and restructuring costs included $221,000 in severance expense associated with integrating back office
operations and elimination of duplicate positions as a result of the merger with FFY. At December 31, 2000, 25 employees had been identified which were to be terminated in accordance withthe severance
program. The aggregate salary and benefits of these individuals totaled approximately $900,000. Merger, integration and restructuring costs also included $821,000 related to the elimination of duplicate computer systems and $625,000 in additional
one-time costs related to the FFY merger. The offsetting increase in noninterest expense during the quarter ended December 31, 2001 was due primarily to the increase in the size of the organization resulting from the FFY merger and the increase in
the Companys loan production capabilities with the 3 loan production offices that opened in June 2001.

Noninterest expense for the six months ended December 31, 2001 totaled $15.2 million, an increase of $3.0 million from $12.2 million for the six months ended December 31, 2000, which included $1.7 million in
merger, integration, and restructuring costs associated with the FFY merger, described above. For the six-month period ended December 31, 2001, salaries and benefits increased $2.0 million, occupancy and equipment expenses increased $1.4 million,
and other expenses, primarily operational expenses such as phone, postage, security, supplies, etc., increased $1.7 million from the prior year six-month period ended December 31, 2000, primarily due to the increase in the size of the organization
resulting from the FFY merger.

Income Taxes.Income tax expense totaled $2.6 million for the quarter ended December 31, 2001, an increase of $4.8 million compared to a net income tax benefit of $2.2 million for the
prior year quarter ended December 31, 2000. The increase was due to net income in the current quarter compared to a net loss for the prior year quarter. As described above, the quarter

14

ended December 31, 2000 included $6.5 million in pretax merger and restructuring costs, which contributed significantly to the net loss for the quarter.

For the six-month period ended December 31, 2001 income tax expense was $4.7 million, and increase of $6.1 million over the net income tax benefit for the six-month period ended December 31, 2000 of $1.4
million.

Liquidity and Cash Flows

In general terms, liquidity is a measurement of the Companys ability to meet its cash needs. The Companys objective in liquidity management is to maintain the ability to meet loan commitments,
purchase securities or to repay deposits and other liabilities in accordance with their terms without an adverse impact on current or future earnings. The Companys principal sources of funds are deposits, amortization and prepayments of loans,
maturities, sales and principal receipts of securities, borrowings, repurchase agreements and operations.

The Bank is required by regulation to maintain sufficient liquidity to ensure its safe and sound operation. Thus, adequate liquidity may vary depending on the Banks overall asset/liability structure,
market conditions, the activities of competitors, and the requirements of its own deposit and loan customers. Management believes that the Banks liquidity is sufficient.

Liquidity management is both a daily and long-term responsibility of management. The Bank adjusts its investments in liquid assets based upon managements assessment of (i) expected loan demand, (ii)
expected deposit flows, (iii) yields available on interest-earning deposits and securities and (iv) the objective of its asset/liability management program. Along with its liquid assets, First Place Bank has additional sources of liquidity available
including, but not limited to, the ability to obtain deposits by offering above-market interest rates and access to advances from the Federal Home Loan Bank.

The primary investing activities of the Company are originating loans and purchasing securities. For the six months ended December 31, 2001, the Banks loan portfolio provided $23.0 million in cash due
to repayments, while proceeds from the securities portfolio provided $125.7 million. For the six-month period ended December 31, 2000, the growth in the loan portfolio used $46.5 million and the securities portfolio provided $211.8 million.
Generally, during periods of declining interest rates, the Bank would be expected to experience increased loan prepayments, which would likely be reinvested at lower interest rates. During periods of increasing interest rates, loan prepayments would
be expected to decline, reducing funds available for investment at higher interest rates. During the six-month period ended December 31, 2001, the Bank invested $136.5 million in securities due to a net surplus of funds that became available during
the period.

The primary financing activities of the Company are deposits, repurchase agreements and borrowings. For the six months ended December 31, 2001, growth in deposit accounts provided $56.6 million, repurchase
agreements provided $5.5 million and repayment of borrowings used $4.7 million. The Company also utilized funds of $3.6 million and $10.9 million to pay dividends to stockholders and to buyback common stock in open market transactions, respectively.
For the six-month period ended December 31, 2000, deposit account balances provided $1.8 million, repurchase agreement repayments used $45.0 million and net repayments of borrowings used $43.2 million.

Capital Resources

Office of Thrift Supervision (OTS) regulations require savings institutions to maintain certain minimum levels of regulatory capital. An institution that fails to comply with its regulatory capital
requirements must obtain OTS approval of a capital plan and can be subject to a capital directive and certain restrictions on its operations. At December 31, 2001, the minimum capital regulations require institutions to have tangible capital to
total tangible assets of 1.5%; a minimum leverage ratio of core (Tier 1) capital to total adjusted tangible assets of 3.0%; and a minimum ratio of total capital (core capital and supplementary capital) to risk-weighted assets of 8.0%, of which 4.0%
must be core capital.

Under the prompt corrective action regulations, the OTS is required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized institution. Such
actions could have a direct material effect on an institutions financial statements. The regulations establish a framework for the classification of savings institutions into five categories: well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically undercapitalized. Generally, an institution is considered well capitalized if it has a core (Tier 1) capital ratio of at least 5.0% (based on average total assets); a core (Tier 1)
risk-based capital ratio of at least 6.0%; and a total risk-based capital ratio of at least 10.0%.

The foregoing capital ratios are based in part on specific quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts
and classifications are also subject to qualitative judgments by the OTS about capital components, risk-weightings and other factors.

15

At December 31, 2001, the Bank met all capital adequacy requirements to which it was subject. Further, the most recent OTS notification categorized the Bank as a well-capitalized institution under the prompt
corrective action regulations. There have been no conditions or events since that notification that management believes have changed the Banks capital classification.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company began a program in October 2001 to reduce the interest rate risk associated with the interest rate commitment made to borrowers for mortgage loans that have not yet been closed and potentially made eligible for sale to secondary markets.
The Company will, from time to time depending on market interest rates and loan volume, enter into interest rate hedging contracts to limit the exposure to potential movements in market interest rates. These interest rate hedging contracts are
limited to $50 million. At December 31, 2001, interest rate hedging contracts outstanding totaled $30.0 million. This was the only material change in information about market risk that was provided in the 2001 Annual Report to Stockholders, which
was incorporated by reference into First Place Financial Corp.s 2001 Annual Report on Form 10-K.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved as plaintiff or defendant in various legal actions arising in the normal course of business. While the ultimate outcome of these proceedings cannot be predicted with certainty, it is
the opinion of management, after consultation with counsel representing the Company in the proceedings, that the resolution of these proceedings should not have a material effect on the Companys results of operations.

Item 2. Changes in Securities and Use of Proceeds  None to be reported.

Item 3. Defaults Upon Senior Securities  None to be reported.

Item 4. Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of stockholders on November 15, 2001. The matters approved by stockholders at the annual meeting and the voting results as to each matter are set forth below.



|Election of Directors for a three-year term:
|--------------------------------------------
|Name                                        
|                                            
|A. Gary Bitonte, M.D.                       
|George J. Gentithes                         
|Earl T. Kissell                             
|E. Jeffrey Rossi                            
|William A. Russell                          
|Robert L. Wagmiller                         



|Ratification of the Appointment of Crowe, Chizek and Company, LLP, as independent auditors for a one-year term:
|---------------------------------------------------------------------------------------------------------------
|For                                                                                                            
|                                                                                                               
|12,803,330                                                                                                     

Item 5. Other Information  None to be reported.

Item 6. Exhibits and Reports on Form 8-K  None to be reported.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FIRST PLACE FINANCIAL CORP.

|Date: February 14, 2002 | /s/ Steven R. Lewis                | /s/ Therese Ann Liutkus 
|----------------------- | ---------------------------------- | ------------------------
|                        | Steven R. Lewis, President and CEO | Therese Ann Liutkus, CFO

16