<Page>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

/X/  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

                  FOR THE FISCAL YEAR ENDED: SEPTEMBER 30, 2002

                                       OR

/ /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                          Commission File No.: 0-28020

                      FIRST FEDERAL FINANCIAL BANCORP, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its charter)

                Delaware                               31-1456058
-------------------------------------      -------------------------------------
      (State or other jurisdiction                  (I.R.S. Employer
    of incorporation or organization)            Identification Number)

          415 Center Street
            Ironton, Ohio                                45638
-------------------------------------      -------------------------------------
        (Address of Principal                          (Zip Code)
          Executive Offices)

         Issuer's telephone number, including area code: (740) 532-6845

         Securities registered under Section 12(b) of the Exchange Act:
                                 NOT APPLICABLE

         Securities registered under Section 12(g) of the Exchange Act:
                    COMMON STOCK (PAR VALUE $0.01 PER SHARE)
--------------------------------------------------------------------------------
                                (Title of Class)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 / /

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.[]

Issuer's revenues for its most recent fiscal year: $4.6 million

As of December 16, 2002, the aggregate value of the 376,729 shares of Common
Stock of the Registrant issued and outstanding on such date, which excludes
84,893 shares held by all directors and executive officers of the Registrant as
a group, was approximately $7.5 million. This figure is based on the last known
trade price of $19.80 per share of the Registrant's Common Stock on December 16,
2002.

Number of shares of Common Stock outstanding as of December 16, 2002: 461,622
Transitional Small Business Disclosure Format:  Yes  / /       No  /X/

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

<Page>

PART I.

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

     First Federal Financial Bancorp, Inc. (the "Company") is a Delaware
corporation and sole stockholder of First Federal Savings Bank of Ironton (the
"Savings Bank"), which converted from a federally-chartered mutual savings and
loan association to a federally-chartered stock savings bank in June 1996. The
only significant assets of the Company are the capital stock of the Savings
Bank, investment securities, and the Company's loan to its employee stock
ownership plan. The business of the Company consists primarily of the business
of the Savings Bank. At September 30, 2002, the Company had $68.9 million in
total consolidated assets, $59.8 million in total consolidated liabilities and
$9.1 million in total consolidated stockholders' equity.

     The Company's principal executive office is located in Ironton, Ohio. The
Savings Bank conducts business from its main office in Ironton, Ohio and one
branch office located in Proctorville, Ohio. In October, the Company acquired
Lincoln Savings and Loan Association, which maintains one office in Ironton,
Ohio. The Savings Bank began conducting business in 1935. The Savings Bank's
deposits are insured by the Savings Association Insurance Fund ("SAIF") of
the Federal Deposit Insurance Corporation ("FDIC") to the maximum extent
permitted by law.

     The Savings Bank is a community oriented savings bank which has
traditionally offered a variety of savings products to its retail customers. The
Company has concentrated its lending activities on originating real estate loans
secured by single-family residential properties in the local markets it serves.
See "-Competition." At September 30, 2002, the total gross loan portfolio
amounted to $50.4 million, or 73.1% of total consolidated assets, of which $37.9
million, or 75.2%, were single-family residential mortgage loans, $3.9 million,
or 7.7%, were multi-family residential loans, $4.8 million, or 9.5%, were
commercial real estate loans and $3.8 million, or 7.6%, were comprised of other
loans, including home improvement loans, automobile loans, home equity loans and
loans secured by savings accounts.

     The Company also invests its funds in U.S. Government and agency
securities, as well as mortgage-backed and related securities (hereinafter
"mortgage-backed securities"), municipal and corporate debt securities and other
short-term investments. At September 30, 2002, investment securities (both "held
to maturity" as well as "available for sale") were $5.6 million, or 8.1% of
total consolidated assets, and mortgage-backed securities (both "held to
maturity" as well as "available for sale") were $8.8 million, or 12.8% of total
consolidated assets. The Company derives its income principally from interest
earned on loans, securities and its other investments and, to a lesser extent,
from fees received in connection with the origination of loans and for other
services. The Company's primary expenses are interest expense on deposits and
advances from the Federal Home Loan Bank ("FHLB") and noninterest expenses.
Funds are provided primarily by deposits and FHLB advances, amortization and
prepayments of outstanding loans and mortgage-backed securities and other
sources.

     Operating characteristics of the Company and the Savings Bank in recent
years include the following:

          -    PROFITABILITY. For the year ended September 30, 2002, the Company
               had net income of $502,000 as compared to $268,000 and $356,000
               for the years ended September 30, 2001 and 2000, respectively.
               The Company's net income is primarily dependent on its net
               interest income, the difference between interest income on
               interest-earning assets and interest expense on interest-bearing
               liabilities. Net interest income amounted to $2.3 million, $1.9
               million and $1.9 million for the years ended September 30, 2002,
               2001 and 2000, respectively. The interest rate spreads were
               2.96%, 2.25% and 2.32% for the years ended September 30, 2002,
               2001 and 2000, respectively. Return on average assets was .72%,
               .39% and .53% for the years ended September 30, 2002, 2001 and
               2000, respectively.

                                       1

<Page>

          -    NON-INTEREST INCOME. Non-interest income historically has not
               been a source of profitability for the Company. However, in
               recent years, the Company has focused on increasing its market
               share of transaction accounts which has resulted in increased
               service fee income. Total non-interest income, including service
               fee income totaled $124,000 for the year ended September 30,
               2002, as compared to $128,000 and $106,000 for the years ended
               September 30, 2001 and 2000, respectively.

          -    NON-INTEREST EXPENSE. The Company's ratio of noninterest expense
               to average total consolidated assets amounted to 2.23% for the
               year ended September 30, 2002 and averaged 2.20% for the three
               years ended September 30, 2002.

          -    ASSET QUALITY. Management of the Company believes that good asset
               quality is the key to long-term financial strength and, as a
               result, the Company's investments are intended to maintain asset
               quality and control credit risk. In accordance with this
               approach, the Company has predominantly emphasized single-family
               residential real estate loans, which comprised 75.2% of total
               loans receivable at September 30, 2002. As of such date, total
               non-performing assets constituted $262,000, or .38% of total
               consolidated assets.

          -    STRONG CAPITAL POSITION. At September 30, 2002, the Company had
               total stockholders' equity of $9.1 million. The Savings Bank
               exceeded all of its regulatory capital requirements, with
               tangible, core and risk-based capital ratios of 11.5%, 11.5% and
               21.3%, respectively, as compared to the minimum requirements of
               1.5%, 4.0% and 8.0%, respectively.

     The Company, as a registered savings and loan holding company, is subject
to examination and regulation by the Office of Thrift Supervision ("OTS") and is
subject to various reporting and other requirements of the Securities and
Exchange Commission ("SEC"). The Savings Bank is subject to examination and
comprehensive regulation by the OTS, which is the Savings Bank's chartering
authority and primary regulator. The Savings Bank is also regulated by the FDIC,
the administrator of the SAIF. The Savings Bank is also subject to certain
reserve requirements established by the Board of Governors of the Federal
Reserve System and is a member of the FHLB of Cincinnati, which is one of the
12 regional banks comprising the FHLB System.

LENDING ACTIVITIES

     GENERAL. The Company's primary lending emphasis has been, and continues to
be, the origination of conventional loans secured by first liens on
single-family residences located primarily in Lawrence County, Ohio.
Conventional residential real estate loans are loans which are neither insured
by the Federal Housing Administration ("FHA") nor partially guaranteed by the
Veterans Administration ("VA"). The Company does not originate either
FHA-insured or VA-guaranteed real estate loans. The Company's single-family
residential loans constituted 75.2% of the total loan portfolio at September 30,
2002. To a significantly lesser extent, the Company's loan portfolio also
includes loans secured by multi-family residential properties and commercial
real estate, loans secured by savings deposits, automobile loans, home
improvement loans and miscellaneous other loans.

                                       2

<Page>

LOAN PORTFOLIO COMPOSITION. The following table sets forth the composition of
the Company's loan portfolio by type of loan at the dates indicated.

<Table>
<Caption>
                                                             September 30,
                               ------------------------------------------------------------------------
                                        2002                      2001                     2000
                               ---------------------     ---------------------    ---------------------
                                 Amount        %          Amount         %          Amount        %
                               ---------   ---------     ---------   ---------    ---------   ---------
                                                         (Dollars in Thousands)
<S>                            <C>              <C>      <C>              <C>     <C>              <C>
Real estate loans:
   Single-family residential   $  37,880        75.2%    $  41,069        77.5%   $  43,271        79.8%
   Multi-family residential        3,883         7.7         2,739         5.2        2,440         4.5
   Commercial real estate          4,816         9.5         5,088         9.6        4,369         8.1
                               ---------   ---------     ---------   ---------    ---------   ---------
     Total real estate loans      46,579        92.4        48,896        92.3       50,080        92.4
                               ---------   ---------     ---------   ---------    ---------   ---------
Non-real estate loans:
   Loans secured by
     savings accounts                607         1.2           656         1.2          701         1.3
   Home improvement                  192          .4           236          .4          290          .5
   Automobile                        964         1.9         1,002         1.9          973         1.8
   Other(1)                        2,060         4.1         2,212         4.2        2,176         4.0
                               ---------   ---------     ---------   ---------    ---------   ---------
     Total other loans             3,823         7.6         4,106         7.7        4,140         7.6
                               ---------   ---------     ---------   ---------    ---------   ---------
     Total loans                  50,402       100.0%       53,002       100.0%      54,220       100.0%
                                           =========                 =========                =========

Less:
   Unearned interest                (121)                     (209)                    (255)
   Loans in process                 (131)                     (111)                    (115)
   Deferred loan fees               (150)                     (159)                    (136)
   Allowance for
      loan losses                   (293)                     (248)                    (297)
                               ---------                 ---------                ---------
     Net loans                 $  49,707                 $  52,275                $  53,417
                               =========                 =========                =========
</Table>

----------
(1)  Comprised primarily of unsecured consumer loans and home equity loans.

                                       3

<Page>



     CONTRACTUAL PRINCIPAL REPAYMENTS AND INTEREST RATES. The following table
sets forth certain information at September 30, 2002 regarding the dollar amount
of loans maturing in the Company's total loan portfolio, based on the
contractual terms to maturity. Demand loans and loans having no stated schedule
of repayments and no stated maturity are reported as due in one year or less.

<Table>
<Caption>
                                                                                                 Due 15
                                           Due 1-3       Due 3-5     Due 5-10     Due 10-15    years and
                            Due 1 year   years after   years after  years after  years after   more after
                              or less      9/30/02       9/30/02      9/30/02      9/30/02       9/30/02     Total
                            ----------   -----------   -----------  -----------  -----------   ----------   --------
                                                                  (In Thousands)
<S>                         <C>          <C>           <C>          <C>          <C>           <C>          <C>
Single-family residential   $    2,206   $     2,638   $     2,837  $     6,964  $     8,585   $   14,650   $ 37,880
Multi-family residential            50           113           133          444          548        2,595      3,883
Commercial real estate             183           409           457        1,693        1,008        1,066      4,816
Non-real estate                  1,483         1,132           390          256          245          317      3,823
                            ----------   -----------   -----------  -----------  -----------   ----------   --------
  Total                     $    3,922   $     4,292   $     3,817  $     9,357  $    10,386   $   18,628   $ 50,402
                            ==========   ===========   ===========  ===========  ===========   ==========   ========
</Table>

     The following shows for the total loans due after one year from September
30, 2002 the type and amount which have fixed interest rates and those which
have adjustable interest rates.

<Table>
<Caption>
                                         Fixed        Floating or
                                         Rates     Adjustable-Rates     Total
                                      ----------   ----------------   ----------
                                                    (In Thousands)
<S>                                   <C>             <C>             <C>
Real estate loans:
   Single-family residential          $   11,275      $   24,399      $   35,674
   Multi-family residential                  571           3,262           3,833
   Commercial real estate                  1,748           2,885           4,633
                                      ----------      ----------      ----------
     Total real estate loans              13,594          30,546          44,140
                                      ----------      ----------      ----------
Non-real estate loans:

   Home improvement                          168               -             168
   Automobile                                848               -             848
   Other(1)                                  896             428           1,324
                                      ----------      ----------      ----------
     Total other loans                     1,912             428           2,340
                                      ----------      ----------      ----------
         Total loans                  $   15,506      $   30,974      $   46,480
                                      ==========      ==========      ==========
</Table>

----------
(1)  Comprised primarily of unsecured consumer loans and home equity loans.

                                        4

<Page>

     Scheduled contractual amortization of loans does not reflect the expected
term of the Company's loan portfolio. The average life of loans is substantially
less than their contractual terms because of prepayments. The Company also has
the right under its mortgage loan documentation to declare a conventional loan
immediately due and payable in the event, among other things, that the borrower
sells the real property subject to the mortgage and the loan is not repaid.
However, depending on whether it is profitable for the Company to do so, the
Company will also permit loan assumptions subject to the acceptability of the
assignee from a full credit underwriting standpoint. The average life of
mortgage loans tends to increase when current mortgage loan rates are higher
than rates on existing mortgage loans and, conversely, decrease when rates on
existing mortgage loans are lower than current mortgage loan rates (due to
refinancings of adjustable-rate and fixed-rate loans at lower rates). Under the
latter circumstances, the weighted average yield on loans decreases as
higher-yielding loans are repaid or refinanced at lower rates.

     LOAN ACTIVITY. The following table shows total loans originated and repaid
during the periods indicated. There were no loans purchased or sold during the
periods.

<Table>
<Caption>
                                                      Year Ended September 30,
                                                 -----------------------------------
                                                    2002         2001         2000
                                                 ---------    ---------     --------
                                                           (In Thousands)
<S>                                              <C>          <C>           <C>
Loan originations:
   Single-family residential                     $   6,802    $   6,454     $  9,048
   Multi-family residential                          2,484        1,299        1,422
   Commercial real estate                              316        1,173          570
   Non-real estate                                   1,834        1,976        2,568
                                                 ---------    ---------     --------
     Total loans originated                         11,436       10,902       13,608
   Loan principal reductions                       (10,792)     (10,225)      (8,001)
                                                 ---------    ---------     --------

     Net increase before other items                   644          677        5,607
Decrease due to other items, net                    (3,212)      (1,819)      (1,893)
                                                 ---------    ---------     --------
Net increase (decrease) in loan portfolio        $  (2,568)   $  (1,142)    $  3,714
                                                 =========    =========     ========
</Table>

     The lending activities of the Company are subject to underwriting standards
and loan origination procedures established by the Company's Board of Directors.
After a loan application is taken, the Company begins the process of obtaining
credit reports, appraisals (with respect to a mortgage loan) and other
documentation involved with the loan. With respect to loans on property, the
Company generally requires that a property appraisal be obtained in connection
with all new mortgage loans, which are performed by independent appraisers
designated by the Board of Directors. The Company also requires that hazard
insurance be maintained on all security properties and that flood insurance be
maintained if the property is within a designated flood plain. The Company
receives a title opinion from an attorney in connection with closing a mortgage
loan.

     Residential mortgage loan applications are primarily developed from
referrals, existing customers and walk-in customers and advertising. Commercial
real estate loan applications are primarily attributable to walk-in customers
and referrals. Consumer loan applications are primarily obtained through
existing and walk-in customers and advertising.

     Applications for residential mortgage loans are required to be approved by
either the Loan Committee of the Board of Directors, which is comprised of at
least three directors (for loans of more than $50,000) or a majority of the
Board of Directors. The Company's President has authority to approve residential
mortgage loans of $50,000 or less and consumer loans in amounts of up to $30,000
(on a secured basis) and $25,000 (on an unsecured basis) provided that the
Company's underwriting requirements are otherwise satisfied. The two branch
managers have authority to approve consumer loans in amounts of up to $12,500
each or $25,000 together (on a secured basis) and $5,000 each or $10,000
together (on an unsecured basis) provided that the Company's underwriting
requirements are otherwise satisfied.

                                        5

<Page>

     Most of the Company's single-family residential mortgage loans are
originated for up to 80% of the lesser of the purchase price or appraised value
(although the Company will originate such loans for up to a lesser of 95% of the
appraised value of the property securing a single-family residential loan or the
purchase price of the property) for terms of up to 20 years and 30 years for
fixed-rate and adjustable-rate loans, respectively. The Company will originate
multi-family residential loans up to 80% of the value of the security property
for terms of up to 20 years and commercial real estate loans for up to 70% of
the appraised value for terms of up to 20 years. Share loans are originated in
an amount up to 95% of the savings account balance at 2% over the rate paid on
the account. Automobile loans are for up to five years for new cars and shorter
terms for loans on used cars.

     Under applicable federal regulations, the permissible amount of loans to
one borrower may not exceed 15% of unimpaired capital and surplus. Loans in an
amount equal to an additional 10% of unimpaired capital and surplus also may be
made to a borrower if the loans are fully secured by readily marketable
securities. At September 30, 2002, the Company's five largest loans or groups of
loans to one borrower, including related entities, ranged from an aggregate of
$683,000 to $914,000 and the Company's loans-to-one-borrower limit was $1.2
million at such date. All of such loans were performing as of September 30,
2002.

     SINGLE-FAMILY RESIDENTIAL LOANS. The Company's single-family residential
mortgage loans consist almost exclusively of conventional loans. The Company
originates solely for portfolio retention and has never sold any loans
originated. The single-family residential mortgage loans offered by the Company
currently consist of fixed-rate and adjustable-rate loans. Fixed-rate loans have
maturities of up to 20 years and are fully amortizing with monthly loan payments
sufficient to repay the total amount of the loan with interest by the end of the
loan term. At September 30, 2002, $12.0 million, or 31.7%, of the Company's
single-family residential mortgage loans were fixed-rate loans.

     The adjustable-rate loans currently offered by the Company have maturities
which range up to 30 years, with interest rates which adjust every year in
accordance with a Federal Housing Finance Board index of national contract
averages of single-family loans closed in the prior month, plus a margin. The
margin established by the Company may be more or less than the Federal Housing
Finance Board index rate. The Company's adjustable-rate residential loans
generally have a cap of 1% on any increase or decrease in the interest rate at
any adjustment date and 5% over the life of the loan. The Company's
adjustable-rate loans require that any payment adjustment resulting from a
change in the interest rate be fully amortized by the end of the loan term and,
thus, do not permit so-called negative amortization. With the decline in market
rates of interest over the past few years, the Company's customers have shown a
preference for adjustable-rate loans. Originations of adjustable-rate
residential loans constituted 67.0%, 69.6% and 48.5% of total origination of
single-family residential loans during the years ended September 30, 2002, 2001
and 2000, respectively. At September 30, 2002, $25.9 million, or 68.3%, of the
Company's single-family residential mortgage loans were adjustable-rate loans.

     Adjustable-rate loans decrease the risks to the Company of holding
long-term mortgages, but involve other risks. In a rising interest rate
environment, as interest rates increase, the loan payment by the borrower
increases to the extent permitted by the terms of the loan, thereby increasing
the potential for default. Moreover, as interest rates increase, the
marketability of the underlying collateral property may be adversely affected by
higher interest rates. The Company believes that these risks, which have not had
a material adverse effect on the Company to date because of the generally
declining interest rate environment in recent years, generally are less than the
risks associated with holding fixed-rate loans in an increasing interest rate
environment.

     The Company currently will lend up to the lesser of 95% of the appraised
value of the property securing a single-family residential loan or the purchase
price of the property. Most loans are made for up to 80% of the lesser of the
purchase price or appraised value. However, the Company also offers a "First
Time Homebuyer's Program," which has been popular with customers, pursuant to
which it will lend up to the lesser of 90% of the purchase price or the
appraised value of the property and offer an interest rate which is .25%
below its quoted rate. A prospective borrower must otherwise meet the
Company's underwriting standards. The Company requires either private
mortgage insurance or sufficient funds on deposit in a savings account with
the Company on any loans which are originated with a loan-to-value ratio of
greater than 80%, with the exception of "First Time Homebuyer's Program"
loans. The Company's "First Time Homebuyer's Program" contributed 23.9%,
14.1% and 14.9% of total residential originations during fiscal 2000, 2001
and 2002.

                                        6

<Page>

     The Company also offers home equity loans secured by the underlying
equity in the borrower's home to those borrowers with whom it has a first
mortgage loan. Such home equity loans are amortizing loans with a maximum
term of 20 years. The Company's home equity loans require combined
loan-to-value ratios of 95% or less, depending on the borrowers debt to
income ratio.

     MULTI-FAMILY RESIDENTIAL AND COMMERCIAL REAL ESTATE LENDING. At September
30, 2002, the Company's multi-family residential loan portfolio was comprised of
thirteen loans, all of which are secured by apartment buildings, which contain
between 5 and 37 units. The Company will originate loans up to 80% of the value
of the security property for terms of up to 20 years. At September 30, 2002, the
Company had $3.9 million, or 7.7% of the total loan portfolio, invested in
multi-family residential loans.

     At September 30, 2002, the Company's commercial real estate portfolio was
comprised of 46 loans, with principal balances of up to $907,500. The properties
which secure such loans are primarily local facilities and include land and
improved land, a warehouse, churches, a multi-purpose building, a funeral home,
and various other small commercial facilities. The Company will originate loans
for up to 70% of the appraised value for terms of up to 20 years. At September
30, 2002, the Company's commercial real estate loan portfolio amounted to $4.8
million, or 9.5% of the total loan portfolio.

     The Company evaluates various aspects of commercial and multi-family
residential real estate loan transactions in an effort to mitigate risk to the
extent possible. In underwriting these loans, consideration is given to the
stability of the property's cash flow history, future operating projections,
current and projected occupancy, position in the market, location and physical
condition. The underwriting analysis also includes credit checks and a review of
the financial condition of the borrower and guarantor, if applicable. An
appraisal report is prepared by an independent appraiser to substantiate
property values for every commercial real estate and multi-family loan
transaction.

     Multi-family and commercial real estate lending entails different and
significant risks when compared to single-family residential lending because
such loans typically involve large loan balances to single borrowers and because
the payment experience on such loans is typically dependent on the successful
operation of the project or the borrower's business. These risks can also be
significantly affected by supply and demand conditions in the local market for
apartments, offices, or other commercial space. The Company attempts to minimize
its risk exposure by limiting such lending to proven owners, only considering
properties with existing operating performance which can be analyzed, requiring
conservative debt coverage ratios, and periodically monitoring the operation and
physical condition of the collateral.

     NON-REAL ESTATE LOANS. At September 30, 2002, the Company had $607,000, or
1.2% of the total loan portfolio, invested in loans secured by savings accounts.
The Company will originate such loans in an amount up to 95% of the account
balance at 2% over the rate paid on the account. In addition, as of such date,
the Company had $964,000, or 1.9% of the total loan portfolio, invested in new
and used automobile loans, which are fixed-rate loans with terms ranging up to
five years in the case of loans on new cars and shorter terms for loans on used
cars; $192,000 or .4% of the total loan portfolio, invested in home improvement
loans and $2,060,000, or 4.1% of the total loan portfolio, invested in other
miscellaneous loans, primarily small, short-term unsecured loans to customers,
lines of credit, and home equity loans.

ASSET QUALITY

     GENERAL. When a borrower fails to make a required payment on a loan, the
Company attempts to cure the deficiency by contacting the borrower and seeking
payment. A notice is sent 15 days after a payment is due and, if payment has not
been received within approximately 10 days, the borrower is contacted by phone.
In most cases, deficiencies are cured promptly. If a delinquency continues,
additional efforts are made to collect the loan. While the Company generally
prefers to work with borrowers to resolve such problems, when a real estate loan
becomes 90 days delinquent, the Company institutes foreclosure proceedings or
takes such other action as may be necessary to minimize any potential loss. The
Company believes that the attention paid by its collection department to late
payments is a major reason for the low level of non-performing assets over the
last several years.

                                       7

<Page>

     Real estate loans are placed on non-accrual status when, in the judgment of
management, the probability of collection of interest is deemed to be
insufficient to warrant further accrual. When a real estate loan is placed on
non-accrual status, previously accrued but unpaid interest is deducted from
interest income. As a matter of policy, the Company does not accrue interest on
real estate loans past due 90 days or more.

     The Company generally follows the same rigorous collection procedure
described above for its consumer loans. The Company charges off all consumer
loans after the fifth payment due is missed.

     Real estate acquired as a result of foreclosure or by deed-in-lieu of
foreclosure are classified as real estate owned until sold. Such assets are
carried at the lower of fair value minus estimated costs to sell the
property, or cost (generally the balance of the loan on the property at the
date of acquisition). After the date of acquisition, all costs incurred in
maintaining the property are expenses and costs incurred for the improvement
or development of such property are capitalized up to the extent of their net
realizable value.

     NON-PERFORMING ASSETS. The following table sets forth the amounts and
categories of the Company's non-performing assets at the dates indicated. The
Company had no troubled debt restructurings during the periods presented.

<Table>
<Caption>
                                                                     September 30,
                                                        --------------------------------------
                                                          2002           2001           2000
                                                        --------       --------       --------
                                                                (Dollars in Thousands)
<S>                                                     <C>            <C>            <C>
Non-accruing loans:
   Single-family residential                            $    206       $    204       $    206
                                                        --------       --------       --------

         Total non-accruing loans                            206            204            206
                                                        --------       --------       --------

Accruing loans greater than
   90 days delinquent                                         17              7             15
                                                        --------       --------       --------
         Total non-performing loans(1)                       223            211            221
                                                        --------       --------       --------
Real estate owned(1)                                          39            311              -
                                                        --------       --------       --------
     Total non-performing assets                        $    262       $    522       $    221
                                                        ========       ========       ========
     Total non-performing loans as a percentage of
       total loans                                          0.45%          0.40%          0.41%
                                                        ========       ========       ========
     Total non-performing assets as a percentage of
       total assets                                         0.38%          0.74%          0.33%
                                                        ========       ========       ========
</Table>

----------
(1)  At September 30, 2002, non-accruing single family residential loans consist
of six loans with balances ranging from $25,000 to $45,000, compared to seven
loans with balances ranging from $15,000 to $60,000 at September 30, 2001.
Accruing loans greater than 90 days delinquent at September 30, 2002 consist of
three installment loans, the largest of which was $8,500, as compared to two
installment loans, the largest of which was $3,600 at September 30, 2001.
Management does not expect any material losses to be sustained as a result of
these non-accrual loans.

     For the years ended September 30, 2002 and 2001, gross interest income
which would have been recorded had the loans accounted for on a non-accrual
basis been current in accordance with their original terms amounted to $6,605
and $10,844, respectively. For the years ended September 30, 2002 and 2001,
$10,493, and $5,746 were included in interest income for these same loans prior
to the time they were placed on non-accrual status.

                                       8

<Page>

     ALLOWANCE FOR LOAN LOSSES. The Company's policy is to establish reserves
for estimated losses on loans when it determines that a significant and probable
decline in value occurs. The allowance for losses on loans is maintained at a
level believed adequate by management to absorb estimated losses in the
portfolio. Management's determination of the adequacy of the allowance is based
on an evaluation of the portfolio, past loss experience, current economic
conditions, volume, growth and composition of the portfolio, and other relevant
factors. The allowance is increased by provisions for loan losses which are
charged against income. The Company's allowance for loan losses has historically
been predicated on its low loss experience.

     The following table sets forth an analysis of the Company's allowance for
loan losses during the periods indicated.

<Table>
<Caption>
                                                                         Year Ended
                                                                        September 30,
                                                        --------------------------------------------
                                                           2002             2001             2000
                                                        ----------       ----------       ----------
                                                                   (Dollars in Thousands)
<S>                                                     <C>              <C>              <C>
Balance at beginning of period                          $      248       $      297       $      292
                                                        ----------       ----------       ----------

Charge-offs:
   Single-family residential                                    (7)             (14)             (20)
   Consumer and other                                          (34)             (92)              (4)

Recoveries:
   Single-family residential                                     -                -                6
   Consumer and other                                            5                2                -
                                                        ----------       ----------       ----------

   Net charge-offs                                             (36)            (104)             (18)
                                                        ----------       ----------       ----------
   Provision for loan losses                                    81               55               23
                                                        ----------       ----------       ----------
Balance at end of period                                $      293       $      248       $      297
                                                        ==========       ==========       ==========

Allowance for loan losses as a percent of total               0.59%            0.47%            0.55%
                                                        ==========       ==========       ==========
Ratio of net charge-offs to average loans outstanding         0.07%            0.20%            0.03%
                                                        ==========       ==========       ==========
</Table>

     The following table sets forth information concerning the allocation of the
Company's allowance for loan losses by loan category at the dates indicated.

<Table>
<Caption>
                                                                 September 30,
                             -------------------------------------------------------------------------------------
                                      2002                            2001                           2000
                             ------------------------     ---------------------------     ------------------------
                                          Percent of                     Percent of                    Percent of
                                           Loans to                       Loans to                      Loans to
                              Amount     Total Loans        Amount       Total Loans       Amount      Total Loans
                             -------    -------------     ---------     -------------     --------    ------------
                                                            (Dollars in Thousands)
<S>                          <C>                <C>       <C>                   <C>       <C>                <C>
Single-family residential    $   195             66.6%    $     205              82.6%    $    237            79.8%
Multi-family residential          20              6.8            13               5.3           13             4.5
Commercial real estate            25              8.5            25              10.1           24             8.1
Other loans                       53             18.1             5               2.0           23             7.6
                             -------    -------------     ---------     -------------     --------    ------------
     Total                   $   293            100.0%    $     248             100.0%    $    297           100.0%
                             =======    =============     =========     =============     ========    ============
</Table>

                                       9

<Page>

MORTGAGE-BACKED SECURITIES AND INVESTMENT SECURITIES

     GENERAL. Federally-chartered savings institutions have authority to invest
in various types of liquid assets, including United States Treasury obligations,
securities of various federal agencies and of state and municipal governments,
certificates of deposit at federally-insured banks and savings and loan
associations, certain bankers' acceptances and Federal funds. Subject to various
restrictions, federally-chartered savings institutions may also invest a portion
of their assets in commercial paper, corporate debt securities and mutual funds,
the assets of which conform to the investments that federally-chartered savings
institutions are otherwise authorized to make directly.

     The Company's President has authority to implement the Company's
Board-approved investment policy. The President may make investments of up to
$500,000 without prior approval of the Board; however, the President generally
seeks Board approval on all investments over $250,000. All of such investments
are required to be reported to the Board for ratification at the next scheduled
meeting. Pursuant to the Company's investment policy, all securities are to be
purchased with the primary objective of safety of principal and liquidity and,
secondarily, with consideration given to the yield to be earned. The Company is
authorized to invest in U.S. Government and agency issues, mortgage-backed
securities issued by the Federal Home Loan Mortgage Corporation ("FHLMC"),
Federal National Mortgage Association ("FNMA") and Government National Mortgage
Association ("GNMA"), municipal bonds issued by state or local authorities
(which generally must be rated in one of the top categories by one of the
nationally recognized rating services) and certificates of deposit in insured
institutions up to a maximum of $99,000 per institution.

     MORTGAGE-BACKED SECURITIES. The Company maintains a significant portfolio
of mortgage-backed securities as a means of investing in housing-related
mortgage instruments without the costs associated with originating mortgage
loans for portfolio retention and with limited credit risk of default which
arises in holding a portfolio of loans to maturity. Mortgage-backed securities
(which also are known as mortgage participation certificates or pass-through
certificates) represent a participation interest in a pool of single-family
mortgages. The principal and interest payments on mortgage-backed securities are
passed from the mortgage originators, as servicer, through intermediaries
(generally U.S. Government agencies and government-sponsored enterprises) that
pool and repackage the participation interests in the form of securities, to
investors such as the Company. Such U.S. Government agencies and government
sponsored enterprises, which guarantee the payment of principal and interest to
investors, primarily include the FHLMC, the FNMA and the GNMA.

     The FHLMC is a public corporation chartered by the U.S. Government and
owned by the 12 Federal Home Loan Banks and federally-insured savings
institutions. The FHLMC issues participation certificates backed principally by
conventional mortgage loans. The FHLMC guarantees the timely payment of interest
and the ultimate return of principal on participation certificates. The FNMA is
a private corporation chartered by the U.S. Congress with a mandate to establish
a secondary market for mortgage loans. The FNMA guarantees the timely payment of
principal and interest on FNMA securities. FHLMC and FNMA securities are not
backed by the full faith and credit of the United States, but because the FHLMC
and the FNMA are U.S. Government-sponsored enterprises, these securities are
considered to be among the highest quality investments with minimal credit
risks. The GNMA is a government agency within the Department of Housing and
Urban Development which is intended to help finance government-assisted housing
programs. GNMA securities are backed by FHA-insured and VA-guaranteed loans, and
the timely payment of principal and interest on GNMA securities are guaranteed
by the GNMA and backed by the full faith and credit of the U.S. Government.
Because the FHLMC, the FNMA and the GNMA were established to provide support for
low- and middle-income housing, there are limits to the maximum size of loans
that qualify for these programs. At September 30, 2002, the Company had an
aggregate of $4.6 million, or 52.3% of total mortgage-backed securities (held to
maturity and available for sale), invested in GNMA, FNMA and FHLMC certificates
and, as of such date, the Company had $4.2 million, or 47.7% of total
mortgage-backed securities, invested in eleven collateralized mortgage
obligations ("CMOs").


                                       10
<Page>

     In contrast to pass-through mortgage-backed securities, in which cash flow
is received pro rata by all security holders, the cash flow from the mortgages
underlying a CMO is segmented and paid in accordance with a predetermined
priority to investors holding various CMO classes. By allocating the principal
and interest cash flows from the underlying collateral among the separate CMO
classes, different classes of bonds are created, each with its own stated
maturity, estimated average life, coupon rate and prepayment characteristics.
The Company's CMO's were issued by the GNMA, FNMA and FHLMC and are performing
in accordance with their terms. As of September 30, 2002, the Company did not
own any mortgage-related securities designated as "high-risk mortgage
securities" under OTS pronouncements.

     Mortgage-backed securities typically are issued with stated principal
amounts, and the securities are backed by pools of mortgages that have loans
with interest rates that are within a range and have varying maturities. The
underlying pool of mortgages can be composed of either fixed-rate or
adjustable-rate loans. As a result, the risk characteristics of the underlying
pool of mortgages, (i.e., fixed-rate or adjustable-rate) as well as prepayment
risk, are passed on to the certificate holder. The life of a mortgage-backed
pass-through security thus approximates the life of the underlying mortgages.

     Mortgage-backed securities generally yield less than the loans which
underlie such securities because of their payment guarantees or credit
enhancements which offer nominal credit risk. In addition, mortgage-backed
securities are more liquid than individual mortgage loans and may be used to
collateralize certain obligations. At September 30, 2002, none of the Company's
mortgage-backed securities were pledged as security for an obligation.
Mortgage-backed securities issued or guaranteed by the FNMA or the FHLMC (except
interest-only securities or the residual interests in CMOs) are weighted at no
more than 20.0% for risk-based capital purposes, compared to a weight of 50.0%
to 100.0% for residential loans.

     The Company's mortgage-backed securities are classified as either held to
maturity or available for sale based upon the Company's intent and ability to
hold such securities to maturity at the time of purchase, in accordance with
GAAP. The mortgage-backed securities of the Company which are held to maturity
are carried at cost, adjusted for the amortization of premiums and the accretion
of discounts using a method which approximates a level yield, while
mortgage-backed securities available for sale are carried at the lower of cost
or current market value.

     The following table sets forth the composition of the Company's
mortgage-backed securities held to maturity at the dates indicated.

<Table>
<Caption>
                                                                        September 30,
                                                        --------------------------------------------
                                                           2002             2001             2000
                                                        ----------       ----------       ----------
                                                                   (Dollars in Thousands)
<S>                                                     <C>              <C>              <C>
GNMA certificates                                       $        -       $       15       $       17
FNMA certificates                                              700            1,012              808
FHLMC certificates                                             868            1,131            1,371
Collateralized mortgage obligations                          1,716            2,035            1,577
                                                        ----------       ----------       ----------

       Total mortgage-backed securities held to
         maturity                                            3,284            4,193            3,773
Unamortized premiums                                            97              106              108
Unearned discounts                                              (2)              (3)              (4)
                                                        ----------       ----------       ----------
       Net mortgage-backed securities held to
         maturity                                       $    3,379       $    4,296       $    3,877
                                                        ==========       ==========       ==========

Weighted average interest rate                                6.28%            6.25%            6.25%
                                                        ==========       ==========       ==========
</Table>

                                       11

<Page>

     The following table sets forth the composition of the Company's
mortgage-backed securities available for sale at the dates indicated.

<Table>
<Caption>
                                                                        September 30,
                                                        --------------------------------------------
                                                           2002             2001             2000
                                                        --------------------------------------------
                                                                   (Dollars in Thousands)
<S>                                                     <C>              <C>              <C>
GNMA certificates                                       $    1,092       $      520       $      375
FNMA certificates                                            1,359              913              400
FHLMC certificates                                             450              213              268
Collateralized mortgage obligations                          2,458            4,556            3,645
                                                        ----------       ----------       ----------

     Total mortgage-backed securities available for
       sale                                                  5,359            6,202            4,688

Unamortized premiums                                            60               71               31
Unearned discounts                                             (56)            (111)            (113)
Unrealized holding gain (loss) on mortgage-backed
  securities available for sale                                 77               41             (195)
                                                        ----------       ----------       ----------

     Net mortgage-backed securities available for sale  $    5,440       $    6,203       $    4,411
                                                        ==========       ==========       ==========

Weighted average interest rate                                5.34%            5.74%            5.82%
                                                        ==========       ==========       ==========
</Table>

     The following table sets forth the activity in the Company's aggregate
mortgage-backed securities portfolio (held to maturity and available for sale)
during the periods indicated.

<Table>
<Caption>
                                                 At or For the Year Ended
                                                      September 30,
                                          --------------------------------------
                                             2002          2001          2000
                                          ----------    ----------    ----------
                                                      (In Thousands)
<S>                                       <C>           <C>           <C>
Mortgage-backed securities at
  beginning of period                     $   10,499    $    8,288    $    9,146
Purchases                                      1,740         2,997             -
Repayments                                    (3,492)       (1,019)         (720)
Sales                                              -             -             -
Accretion and amortization, net                   36            (3)          (24)
Net change in unrealized holding
  gain on available for sale securities           36           236          (114)
                                          ----------    ----------    ----------

Mortgage-backed securities at
  end of period                           $    8,819    $   10,499    $    8,288
                                          ==========    ==========    ==========
</Table>

     At September 30, 2002, the weighted average contractual maturity of the
Company's aggregate mortgage-backed securities (held to maturity and available
for sale) was approximately 19 years. The actual maturity of a mortgage-backed
security is less than its stated maturity due to prepayments of the underlying
mortgages. Prepayments that are faster than anticipated may shorten the life of
the security and adversely affect its yield to maturity. The yield is based upon
the interest income and the amortization of any premium or discount related to
the mortgage-backed security. In accordance with GAAP, premiums and discounts
are amortized over the estimated lives of the securities, which decrease and
increase interest income, respectively. The prepayment assumptions used to
determine the amortization period for premiums and discounts can significantly
affect the yield of the mortgage-backed security, and these assumptions are
reviewed periodically to reflect actual prepayments. Although prepayments of
underlying mortgages depend on many factors, the difference between the interest
rates on the underlying mortgages and the prevailing mortgage interest rates
generally is the most significant determinant of the rate of prepayments. During
periods of falling mortgage interest rates, if the coupon rate of the underlying
mortgages exceeds the prevailing market interest rates offered for mortgage
loans, refinancing generally increases

                                       12

<Page>

and accelerates the prepayment of the underlying mortgages and the related
security. Under such circumstances, the Company may be subject to reinvestment
risk because to the extent that the Company's mortgage-related securities
amortize or prepay faster than anticipated, the Company may not be able to
reinvest the proceeds of such repayments and prepayments at a comparable rate.

     INVESTMENT SECURITIES. The following table sets forth certain information
relating to the Company's investment securities held to maturity at the dates
indicated.

<Table>
<Caption>
                                    September 30,
                         ------------------------------------
                            2002         2001         2000
                         ----------   ----------   ----------
                                    (In Thousands)
<S>                      <C>          <C>          <C>
U.S. Government agency
  securities             $    3,417   $    1,348   $      491
Municipal bonds                 781          883        1,089
FHLB stock                      681          649          599
                         ----------   ----------   ----------
     Total               $    4,879   $    2,880   $    2,179
                         ==========   ==========   ==========
</Table>

     The following table sets forth certain information relating to the
Company's investment securities available for sale at the dates indicated.

<Table>
<Caption>
                                                           September 30,
                                               ------------------------------------
                                                  2002         2001         2000
                                               ----------   ----------   ----------
                                                          (In Thousands)
<S>                                            <C>          <C>          <C>
U.S. Government agency securities              $      750   $      655   $      350
                                               ----------   ----------   ----------
   Total investment securities
     available for sale                               750          655          350
Unrealized holding gain (loss) on investment
  securities available for sale                         5            4           (4)
                                               ----------   ----------   ----------

Net investment securities available for sale   $      755   $      659   $      346
                                               ==========   ==========   ==========
</Table>

     The following table sets forth certain information regarding the maturities
of the Company's investment securities at September 30, 2002.

<Table>
<Caption>
                                                             Contractually Maturing
                       ---------------------------------------------------------------------------------------------------------
                                   Weighted                   Weighted                   Weighted                   Weighted
                       Under 1      Average                    Average     6-10 Years     Average      Over 10       Average
                         Year        Yield       1-5 Years      Yield                      Yield        Years         Yield
                       -------      --------     ---------     --------    -----------   ---------     -------      ---------
                                                             (Dollars in Thousands)
<S>                  <C>                <C>     <C>          <C>           <C>                <C>     <C>                <C>
U.S. Government
  agency securities  $        -            -%          831   $     4.11%   $    3,095         5.39%   $      246         5.00%
Municipal bonds             400         5.25           286         5.52            95         4.95             -            -
FHLB stock                    -            -             -            -             -            -           681         4.80
                     ----------                -----------                 ----------                  ----------
      Total          $      400         5.25%   $    1,117         4.47%   $    3,190         5.38%   $      927         4.85%
                     ==========   ==========    ==========   ==========    ==========   ==========    ==========   ==========
</Table>

     The Company's investment securities are classified as either held to
maturity or available for sale at the time of purchase, in accordance with
GAAP.
                                       13
<Page>

SOURCES OF FUNDS

     GENERAL. The Company's principal source of funds for use in lending and for
other general business purposes has traditionally come from deposits obtained
through its main and branch offices. The Company also derives funds from
amortization and prepayments of outstanding loans and mortgage-backed
securities, from maturing investment securities and from advances from the FHLB
of Cincinnati. Loan repayments are a relatively stable source of funds, while
deposit inflows and outflows are significantly influenced by general interest
rates and money market conditions. The Company uses borrowings to supplement its
deposits as a source of funds.

     DEPOSITS. The Company's current deposit products primarily include passbook
accounts and certificates of deposit ranging in terms from six months to 37
months, and to a lesser extent, demand accounts. The Company's deposit products
also include Individual Retirement Account ("IRA") certificates.

     The Company's deposits are obtained from residents in its primary market
area. The Company attracts local deposit accounts by offering competitive
interest rates. The Company utilizes traditional marketing methods to attract
new customers and savings deposits, including print media, radio and television
advertising.

     The following table sets forth the dollar amount and average interest rates
of deposits in the various types of deposit programs offered by the Company at
the dates indicated.

<Table>
<Caption>
                                                             September 30,
                             -----------------------------------------------------------------------------
                                       2002                       2001                       2000
                             -----------------------    -----------------------    -----------------------
                                                          Amount     Percentage      Amount     Percentage
                             ----------   ----------    ----------   ----------    ----------   ----------
                                                         (Dollars in Thousands)
<S>                          <C>               <C>      <C>               <C>      <C>               <C>
Certificate accounts:
     2.00 - 4.00%            $   26,924         54.1%   $      480           .9%   $        -            -%
     4.01 - 6.00%                 4,506          9.1        32,376         63.3         4,986         10.8
     6.01 - 8.00%                 3,024          6.1         7,053         13.8        30,884         66.6
                             ----------   ----------    ----------   ----------    ----------   ----------

Total certificate accounts       34,454         69.3        39,909         78.0        35,870         77.4
                             ----------   ----------    ----------   ----------    ----------   ----------

Transaction accounts:
     Passbook accounts           11,967         24.0         8,695         17.0         8,343         18.0
     Christmas Club                 100           .2            96           .2            89           .2
     Demand accounts              3,229          6.5         2,416          4.8         2,064          4.4
                             ----------   ----------    ----------   ----------    ----------   ----------

Total transaction accounts       15,296         30.7        11,207         22.0        10,496         22.6
                             ----------   ----------    ----------   ----------    ----------   ----------

Total deposits               $   49,750        100.0%   $   51,116        100.0%   $   46,366        100.0%
                             ==========   ==========    ==========   ==========    ==========   ==========
</Table>

     The following table sets forth the deposits activities of the Company
during the periods indicated.

<Table>
<Caption>
                                         Year Ended September 30,
                                  --------------------------------------
                                     2002           2001         2000
                                  ----------    ----------    ----------
                                              (In Thousands)
<S>                               <C>           <C>           <C>
Deposits                          $   64,804    $   59,212    $   51,560
Withdrawals                          (67,643)      (56,551)      (54,704)
                                  ----------    ----------    ----------

     Net increase (decrease)
       before interest credited       (2,839)        2,661        (3,144)
Interest credited                      1,473         2,089         1,767
                                  ----------    ----------    ----------

     Net increase (decrease) in
       deposits                   $   (1,366)   $    4,750    $   (1,377)
                                  ==========    ==========    ==========
</Table>

                                      14

<Page>

     The following table shows the contractual interest rate and maturity
information for the Company's certificates of deposit at September 30, 2002.

<Table>
<Caption>
                                        Maturity Date
               --------------------------------------------------------------
                One Year        Over         Over         Over
                 or Less     1-2 Years    2-3 Years     3 Years      Total
               ----------   ----------   ----------   ----------   ----------
                                       (In Thousands)
<S>            <C>          <C>          <C>          <C>          <C>
2.00 - 4.00%   $   19,111   $    3,274   $    3,874   $      665   $   23,924
4.01 - 6.00%          689        1,816        2,001            -        4,506
6.01 - 8.00%        2,238          786            -            -        3,024
               ----------   ----------   ----------   ----------   ----------

     Total     $   22,038   $    5,876   $    5,875   $      665   $   34,454
               ==========   ==========   ==========   ==========   ==========
</Table>

     The following table sets forth the maturities of the Company's certificates
of deposit having principal amounts of $100,000 or more at September 30, 2002.
The Company does not use brokered deposits and the substantial majority of all
funds are from within the local market area.

<Table>
<Caption>
                                               Certificates of deposit maturing
                                                      in quarter ending:
                                               --------------------------------
                                                        (In Thousands)
                  <S>                                      <C>
                  December 31, 2002                        $ 1,135
                  March 31, 2003                               553
                  June 30, 2003                              1,216
                  September 30, 2003                           668
                  After September 30, 2003                   3,109
                                                           -------

     Total certificates of deposit with
       balances of $100,000 or more                        $ 6,681
                                                           =======
</Table>

     BORROWINGS. The Company may obtain advances from the FHLB of Cincinnati
upon the security of the common stock it owns in that bank and certain of its
residential mortgage loans and securities held to maturity, provided certain
standards related to creditworthiness have been met. Such advances are made
pursuant to several credit programs, each of which has its own interest rate and
range of maturities. At September 30, 2002, the Company had $9.6 million in
outstanding advances from the FHLB of Cincinnati.

     The following table sets forth the maximum month-end balance and average
balance of the Company's FHLB advances during the periods indicated.

<Table>
<Caption>
                                                        Year Ended September 30,
                                               --------------------------------------------
                                                 2002             2001              2000
                                               --------         --------          --------
                                                         (Dollars in Thousands)
<S>                                            <C>              <C>               <C>
Maximum balance                                $ 10,834         $ 12,087          $ 11,746
Average balance                                   9,747           10,318            10,056
Year end balance                                  9,612           10,837            11,690
Weighted average interest rate:
     At end of year                                4.40%            4.54%             6.31%
     During the year                               4.52             5.60              6.07
</Table>

SUBSIDIARIES

     The Savings Bank is permitted to invest up to 2% of its assets in the
capital stock of, or secured or unsecured loans to, subsidiary corporations,
with an additional investment of 1% of assets when such additional investment is
utilized primarily for community development purposes. The Savings Bank has no
subsidiaries.
                                       15
<Page>

COMPETITION

     The Company faces strong competition both in attracting deposits and making
real estate loans. Its most direct competition for deposits has historically
come from other savings associations, credit unions and commercial banks located
within 15 miles of Ironton, which covers Lawrence County, Ohio, Boyd and Greenup
Counties, Kentucky and Cabell County, West Virginia, including many large
financial institutions which have greater financial and marketing resources
available to them.

     The Company's primary market area is Lawrence County, Ohio. Lawrence County
has six banks with thirteen offices and four thrift institutions with eight
offices which all compete for deposits and loans. Lawrence County has a very
competitive financial institution market dominated in total deposits by banks.
The Company is much smaller in size than many of its competitors in terms of
assets and is less diversified.

     In addition, during times of high interest rates, the Company has faced
additional significant competition for investors' funds from short-term money
market securities, mutual funds and other corporate and government securities.
The ability of the Company to attract and retain savings deposits depends on its
ability to generally provide a rate of return, liquidity and risk comparable to
that offered by competing investment opportunities.

     The Company experiences strong competition for real estate loans
principally from other savings associations, commercial banks and mortgage
banking companies. The Company competes for loans principally through interest
rates, by minimizing loan fees, and the efficiency and quality of services it
provides borrowers. Competition may increase as a result of the continuing
reduction of restrictions on the interstate operations of financial
institutions.

REGULATION

     GENERAL.

     Savings and loan holding companies and savings associations are extensively
regulated under both federal and state law. This regulation is intended
primarily for the protection of depositors and the Savings Association Insurance
Fund, or SAIF, and not for the benefit of a company's stockholders. The
following information describes certain aspects of those regulations applicable
to the Company and the Savings Bank, and does not purport to be complete. The
discussion is qualified in its entirety by reference to all particular statutory
or regulatory provisions.

     REGULATION OF THE COMPANY.

     GENERAL. The Company is a savings and loan holding company subject to
regulatory oversight by the OTS. As such, it is required to register and file
reports with the OTS and is subject to regulation and examination by the OTS. In
addition, the OTS has enforcement authority over the Company and the Savings
Bank, which also permits the OTS to restrict or prohibit activities that are
determined to be a serious risk to the Savings Bank.

     ACTIVITIES RESTRICTIONS. The Company's activities are subject to
restrictions applicable to bank holding companies. Bank holding companies are
prohibited, subject to certain exceptions, from engaging in any business or
activity other than a business or activity that the Federal Reserve Board has
determined to be so closely related to banking as to be a proper incident
thereto. The Federal Reserve Board has by regulation determined that certain
activities satisfy this closely related to banking standard. These activities
include operating a mortgage company, finance company, credit card company,
factoring company, trust company or savings association; performing certain data
processing operations; providing limited securities brokerage services, acting
as an investment or financial advisor; acting as an insurance agent for certain
types of credit-related insurance; leasing personal property on a full-payout,
non-operating basis; providing tax planning and preparation services; operating
a collection agency; and providing certain courier services. The Federal Reserve
Board also has determined that certain other activities, including real estate
brokerage and syndication, land development, property management and
underwriting of life insurance not related to credit transactions, are not
closely related to banking nor a proper incident thereto. Legislation enacted in
1999 has expanded the types of activities that may be conducted by qualifying
holding companies that register as "financial holding companies."

                                        16

<Page>

     RESTRICTIONS ON ACQUISITIONS. The Company must obtain approval from the OTS
before acquiring control of any SAIF-insured association. Such acquisitions are
generally prohibited if they result in a savings and loan holding company
controlling savings associations in more than one state. However, such
interstate acquisitions are permitted based on specific state authorization or
in the case of a supervisory acquisition of a failing savings association.

     Federal law generally provides that no person or entity, acting directly or
indirectly or through or in concert with one or more other persons or entities,
may acquire "control," as that term is defined in OTS regulations, of a
federally insured savings association without giving at least 60 days written
notice to the OTS and providing the OTS an opportunity to disapprove the
proposed acquisition. These provisions also prohibit, among other things, any
director or officer of a savings and loan holding company, or any individual who
owns or controls more than 25% of the voting shares of a savings and loan
holding company, from acquiring control of any savings association that is not a
subsidiary of such savings and loan holding company, unless the acquisition is
approved by the OTS.

     REGULATION OF THE SAVINGS BANK.

     GENERAL. As a federally chartered, SAIF-insured savings association, the
Savings Bank is subject to extensive regulation by the OTS and the FDIC. Lending
activities and other investments of the Savings Bank must comply with various
statutory and regulatory requirements. The Savings Bank is also subject to
certain reserve requirements promulgated by the Federal Reserve Board.

     The OTS, in conjunction with the FDIC, regularly examines the Savings Bank
and prepares reports for the Savings Bank's board of directors on any
deficiencies found in the operations of the Savings Bank. The relationship
between the Savings Bank and depositors and borrowers is also regulated by
federal and state laws, especially in such matters as the ownership of savings
accounts and the form and content of mortgage documents utilized by the Savings
Bank.

     The Savings Bank must file reports with the OTS and the FDIC concerning its
activities and financial condition, in addition to obtaining regulatory
approvals prior to entering into certain transactions such as mergers with or
acquisitions of other financial institutions. This regulation and supervision
establishes a comprehensive framework of activities in which an institution can
engage and is intended primarily for the protection of the SAIF and depositors.
The regulatory structure also gives the regulatory authorities extensive
discretion in connection with their supervisory and enforcement activities and
examination policies, including policies with respect to the classification of
assets and the establishment of adequate loan loss reserves for regulatory
purposes. Any change in such regulations, whether by the OTS, the FDIC, or the
Congress could have a material adverse impact on the Company, the Savings Bank
and their operations.

     INSURANCE OF DEPOSIT ACCOUNTS. The SAIF, as administered by the FDIC,
insures the Savings Bank's deposit accounts up to the maximum amount permitted
by law. The FDIC may terminate insurance of deposits upon a finding that the
Savings Bank:

     -    has engaged in unsafe or unsound practices;

     -    is in an unsafe or unsound condition to continue operations; or

     -    has violated any applicable law, regulation, rule, order or condition
          imposed by the FDIC or the OTS.

     The FDIC charges an annual assessment for the insurance of deposits based
on the risk a particular institution poses to its deposit insurance fund. Under
this system, as of December 31, 2001, SAIF members pay zero to 27 cents per $100
of domestic deposits, depending upon the institution's risk classification. This
risk classification is based on an institution's capital group and supervisory
subgroup assignment. In addition, all FDIC-insured institutions are required to
pay assessments to the FDIC at an annual rate for the third quarter of 2002 of
approximately $0.0172 per $100 of assessable deposits to fund interest payments
on bonds issued by the Financing Corporation, or FICO, an agency of the Federal
government established to recapitalize the predecessor to the SAIF. These
assessments will continue until the FICO bonds mature in 2017.

                                      17
<Page>

     PROPOSED LEGISLATION. From time to time, new laws are proposed that, if
enacted, could have an effect on the financial institutions industry. For
example, deposit insurance reform legislation has recently been introduced in
Congress that would:

     -    merge the Bank Insurance Fund and the SAIF;

     -    increase the current deposit insurance coverage limit for insured
          deposits to $130,000 and index future coverage limits to inflation;

     -    increase deposit insurance coverage limits for municipal deposits;

     -    double deposit insurance coverage limits for individual retirement
          accounts; and

     -    replace the current fixed 1.25 designated reserve ratio with a reserve
          range of 1-1.5%, giving the FDIC discretion in determining a level
          adequate within this range.

     While the Company cannot predict whether such proposals will eventually
become law, they could have an effect on the Company's operations and the way it
conducts business.

     REGULATORY CAPITAL REQUIREMENTS AND PROMPT CORRECTIVE ACTION. The prompt
corrective action regulation of the OTS, requires certain mandatory actions and
authorizes certain other discretionary actions to be taken by the OTS against a
savings association that falls within certain undercapitalized capital
categories specified in the regulation.

     Under the regulation, an institution is well capitalized if it has a total
risk-based capital ratio of a least 10.0%, a Tier1 risk-based capital ratio of
at least 6.0% and a leverage ratio of at least 5.0%, with no written agreement,
order, capital directive, prompt corrective action directive or other individual
requirements by the OTS to maintain a specific capital measure. An institution
is adequately capitalized if it has a total risk-based capital ratio of at least
8.0%, a Tier 1 risk-based capital ratio of at least 4.0% and a leverage ratio of
at least 4.0% (or 3.0% if it has a composite rating of "1" and is not
experiencing significant growth). The regulation also established three
categories for institutions with lower ratios: undercapitalized, significantly
undercapitalized and critically undercapitalized. At September 30, 2002, the
Savings Bank met the capital requirements of a "well capitalized" institution
under applicable OTS regulations.

     In general, the prompt corrective action regulation prohibits an insured
depository institution from declaring any dividends, making any other capital
distribution, or paying a management fee to a controlling person if, following
the distribution or payment, the institution would be within any of the three
undercapitalized categories. In addition, adequately capitalized institutions
may accept brokered deposits only with a waiver from the FDIC and are subject to
restrictions on the interest rates that can be paid on such deposits.
Undercapitalized institutions may not accept, renew or roll-over brokered
deposits.

     If the OTS determines that an institution is in an unsafe or unsound
condition, or if the institution is deemed to be engaging in an unsafe and
unsound practice, the OTS may, if the institution is well capitalized,
reclassify it as adequately capitalized; if the institution is adequately
capitalized but not well capitalized, require it to comply with restrictions
applicable to undercapitalized institutions; and, if the institution is
undercapitalized, require it to comply with certain restrictions applicable to
significantly undercapitalized institutions. Finally, pursuant to an interagency
agreement, the FDIC can examine any institution that has a substandard
regulatory examination score or is considered undercapitalized without the
express permission of the institution's primary regulator.

     OTS capital regulations require savings associations to meet three capital
standards:

     -    tangible capital equal to at least 1.5% of total adjusted assets,

     -    leverage capital (core capital) equal to 4.0% of total adjusted
          assets, and

     -    risk-based capital equal to 8.0% of total risk-weighted assets.

                                       18
<Page>

     These capital requirements are viewed as minimum standards by the OTS,
and most institutions are expected to maintain capital levels well above the
minimum. In addition, the OTS regulations provide that minimum capital levels
higher than those provided in the regulations may be established by the OTS
for individual savings associations, upon a determination that the savings
association's capital is or may become inadequate in view of its
circumstances. The Savings Bank is not subject to any such individual minimum
regulatory capital requirements. The Savings Bank's regulatory capital
exceeds all minimum regulatory capital requirements as of September 30, 2002.

     The Home Owners' Loan Act, or HOLA, permits savings associations not in
compliance with the OTS capital standards to seek an exemption from certain
penalties or sanctions for noncompliance. Such an exemption will be granted only
if certain strict requirements are met, and must be denied under designated
circumstances. If an exemption is granted by the OTS, the savings association
still may be subject to enforcement actions for other violations of law or
unsafe or unsound practices or conditions.

     LOANS-TO-ONE-BORROWER LIMITATIONS. Savings associations generally are
subject to the lending limits applicable to national banks. With certain limited
exceptions, the maximum amount that a savings association or a national bank may
lend to any borrower, including certain related entities of the borrower, at one
time may not exceed 15% of the unimpaired capital and surplus of the
institution, plus an additional 10% of unimpaired capital and surplus for loans
fully secured by readily marketable collateral. Savings associations are
additionally authorized to make loans to one borrower, for any purpose, in an
amount not to exceed $500,000 or, by order of the Director of OTS, in an amount
not to exceed the lesser of $30,000,000 or 30% of unimpaired capital and surplus
for the purpose of developing residential housing, provided:

     -    the purchase price of each single-family dwelling in the development
          does not exceed $500,000;

     -    the savings association is in compliance with its fully phased-in
          capital requirements;

     -    the loans comply with applicable loan-to-value requirements; and

     -    the aggregate amount of loans made under this authority does not
          exceed 150% of unimpaired capital and surplus.

     At September 30, 2002, the Savings Bank's loans-to-one-borrower limit was
$1.2 million based upon the 15% of unimpaired capital and surplus measurement.
At September 30, 2002, the Savings Bank's largest single lending relationship
had an outstanding balance of $907,500, and consisted of a loan secured by real
estate being developed for single-family residential construction located in
Ohio, which was performing in accordance with its terms.

     QUALIFIED THRIFT LENDER TEST. Savings associations must meet a qualified
thrift lender, or QTL, test, which test may be met either by maintaining a
specified level of assets in qualified thrift investments as specified by the
HOLA, or by meeting the definition of a "domestic building and loan association"
under the Internal Revenue Code of 1986, as amended, or the Code. Qualified
thrift investments are primarily residential mortgages and related investments,
including certain mortgage related securities. The required percentage of
investments under the HOLA is 65% of assets while the Code requires investments
of 60% of assets. An association must be in compliance with the QTL test or the
definition of domestic building and loan association on a monthly basis in nine
out of every 12 months. Associations that fail to meet the QTL test will
generally be prohibited from engaging in any activity not permitted for both a
national bank and a savings association. As of September 30, 2002, the Savings
Bank was in compliance with its QTL requirement and met the definition of a
domestic building and loan association.

     AFFILIATE TRANSACTIONS. Transactions between a savings association and its
"affiliates" are quantitatively and qualitatively restricted under the Federal
Reserve Act. The Federal Reserve Board has also recently issued Regulation W,
which codifies prior regulations under Sections 23A and 23B of the Federal
Reserve Act and interpretative guidance with respect to affiliate
transactions. The OTS has issued proposed regulations which implement
Regulation W. Regulation W incorporates the exemption from the affiliate
transaction rules but expands the exemption to cover the purchase of any type
of loan or extension of credit from an

                                       19

<Page>

affiliate. Affiliates of a savings association include, among other entities,
the savings association's holding company and companies that are under common
control with the savings association. The Company is considered to be affiliate
of the Savings Bank. In general, a savings association or its subsidiaries are
limited in their ability to engage in "covered transactions" with affiliates:

     -    to an amount equal to 10% of the association's capital and surplus, in
          the case of covered transactions with any one affiliate; and

     -    to an amount equal to 20% of the association's capital and surplus, in
          the case of covered transactions with all affiliates.

     In addition, a savings association and its subsidiaries may engage in
covered transactions and other specified transactions only on terms and under
circumstances that are substantially the same, or at least as favorable to the
savings association or its subsidiary, as those prevailing at the time for
comparable transactions with nonaffiliated companies. A "covered transaction"
includes:

     -    a loan or extension of credit to an affiliate;

     -    a purchase of investment securities issued by an affiliate;

     -    a purchase of assets from an affiliate, with some exceptions;

     -    the acceptance of securities issued by an affiliate as collateral for
          a loan or extension of credit to any party; and

     -    the issuance of a guarantee, acceptance or letter of credit on behalf
          of an affiliate.

     In addition, under the OTS regulations:

     -    a savings association may not make a loan or extension of credit to an
          affiliate unless the affiliate is engaged only in activities
          permissible for bank holding companies;

     -    a savings association may not purchase or invest in securities of an
          affiliate other than shares of a subsidiary;

     -    a savings association and its subsidiaries may not purchase a
          low-quality asset from an affiliate;

     -    covered transactions and other specified transactions between a
          savings association or its subsidiaries and an affiliate must be on
          terms and conditions that are consistent with safe and sound banking
          practices; and

     -    with some exceptions, each loan or extension of credit by a savings
          association to an affiliate must be secured by collateral with a
          market value ranging from 100% to 130%, depending on the type of
          collateral, of the amount of the loan or extension of credit.

     The OTS regulations generally exclude all non-bank and non-savings
association subsidiaries of savings associations from treatment as affiliates,
except to the extent that the OTS or the Federal Reserve Board decides to treat
these subsidiaries as affiliates. The regulations also require savings
associations to make and retain records that reflect affiliate transactions in
reasonable detail and provide that specified classes of savings associations may
be required to give the OTS prior notice of affiliate transactions.

                                     20

<Page>

     CAPITAL DISTRIBUTION LIMITATIONS. OTS regulations impose limitations upon
all capital distributions by savings associations, like cash dividends, payments
to repurchase or otherwise acquire its shares, payments to stockholders of
another institution in a cash-out merger and other distributions charged against
capital. Under these regulations, a savings association may, in circumstances
described therein:

     -    be required to file an application and await approval from the OTS
          before it makes a capital distribution;

     -    be required to file a notice 30 days before the capital distribution;
          or

     -    be permitted to make the capital distribution without notice or
          application to the OTS.

     The OTS regulations require a savings association to file an application
if:

     -    it is not eligible for expedited treatment of its other applications
          under OTS regulations;

     -    the total amount of all of capital distributions, including the
          proposed capital distribution, for the applicable calendar year
          exceeds its net income for that year to date plus retained net income
          for the preceding two years;

     -    it would not be at least adequately capitalized under the prompt
          corrective action regulations of the OTS following the distribution;
          or

     -    the association's proposed capital distribution would violate a
          prohibition contained in any applicable statute, regulation or
          agreement between the savings association and the OTS or the FDIC, or
          violate a condition imposed on the savings association in an
          OTS-approved application or notice.

     In addition, a savings association must give the OTS notice of a capital
distribution if the savings association is not required to file an application,
but:

     -    would not be well capitalized under the prompt corrective action
          regulations of the OTS following the distribution;

     -    the proposed capital distribution would reduce the amount of or retire
          any part of the savings association's common or preferred stock or
          retire any part of debt instruments like notes or debentures included
          in capital, other than regular payments required under a debt
          instrument approved by the OTS; or

     -    the savings association is a subsidiary of a savings and loan holding
          company.

     If neither the savings association nor the proposed capital distribution
meet any of the above listed criteria, the OTS does not require the savings
association to submit an application or give notice when making the proposed
capital distribution. The OTS may prohibit a proposed capital distribution that
would otherwise be permitted if the OTS determines that the distribution would
constitute an unsafe or unsound practice.

     COMMUNITY REINVESTMENT ACT AND THE FAIR LENDING LAWS. Savings associations
have a responsibility under the Community Reinvestment Act and related
regulations of the OTS to help meet the credit needs of their communities,
including low- and moderate-income neighborhoods. In addition, the Equal Credit
Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in
their lending practices on the basis of characteristics specified in those
statutes. An institution's failure to comply with the provisions of the
Community Reinvestment Act could, at a minimum, result in regulatory
restrictions on its activities and the denial of applications. In addition, an
institution's failure to comply with the Equal Credit Opportunity Act and the
Fair Housing Act could result in the OTS, other federal regulatory agencies
and/or the Department of Justice taking enforcement actions against the
institution. Based on its most recent examination, the Savings Bank received a
satisfactory rating with respect to its performance pursuant to the Community
Reinvestment Act.

                                      21

<Page>

     FEDERAL HOME LOAN BANK SYSTEM. The Savings Bank is a member of the Federal
Home Loan Bank, or FHLB, system. Among other benefits, each FHLB serves as a
reserve or central bank for its members within its assigned region. Each FHLB is
financed primarily from the sale of consolidated obligations of the FHLB system.
Each FHLB makes available loans or advances to its members in compliance with
the policies and procedures established by the board of directors of the
individual FHLB. As an FHLB member, the Savings Bank is required to own capital
stock in an FHLB in an amount equal to the greater of:

     -    1% of its aggregate outstanding principal amount of its residential
          mortgage loans, home purchase contracts and similar obligations at the
          beginning of each calendar year; or

     -    5% of its FHLB advances or borrowings.

     The Savings Bank's required investment in FHLB stock, based on September
30, 2002 financial data, was $102,171. At September 30, 2002, the Savings Bank
had $681,200 of the FHLB of Cincinnati stock.

     FEDERAL RESERVE SYSTEM. The Federal Reserve Board requires all depository
institutions to maintain noninterest bearing reserves at specified levels
against their transaction accounts (primarily checking, NOW, and Super NOW
checking accounts) and non personal time deposits. At September 30, 2002, the
Savings Bank was in compliance with these requirements.

     ACTIVITIES OF SUBSIDIARIES. A savings association seeking to establish a
new subsidiary, acquire control of an existing company or conduct a new activity
through a subsidiary must provide 30 days prior notice to the FDIC and the OTS
and conduct any activities of the subsidiary in compliance with regulations and
orders of the OTS. The OTS has the power to require a savings association to
divest any subsidiary or terminate any activity conducted by a subsidiary that
the OTS determines to pose a serious threat to the financial safety, soundness
or stability of the savings association or to be otherwise inconsistent with
sound banking practices.

     RECENT BANKING LEGISLATION.

     USA PATRIOT ACT OF 2001. In October 2001, the USA Patriot Act of 2001 was
enacted in response to the terrorist attacks in New York, Pennsylvania and
Washington, D.C. which occurred on September 11, 2001. The Patriot Act is
intended is to strengthen U.S. law enforcement's and the intelligence
communities' abilities to work cohesively to combat terrorism on a variety of
fronts. The potential impact of the Patriot Act on financial institutions of all
kinds is significant and wide ranging. The Patriot Act contains sweeping
anti-money laundering and financial transparency laws and imposes various
regulations, including standards for verifying client identification at account
opening, and rules to promote cooperation among financial institutions,
regulators and law enforcement entities in identifying parties that may be
involved in terrorism or money laundering.

     FINANCIAL SERVICES MODERNIZATION LEGISLATION. In November 1999, the
Gramm-Leach-Bliley Act of 1999, or the GLB, was enacted. The GLB repeals
provisions of the Glass-Steagall Act which restricted the affiliation of Federal
Reserve member banks with firms "engaged principally" in specified securities
activities, and which restricted officer, director or employee interlocks
between a member bank and any company or person "primarily engaged" in specified
securities activities.

     In addition, the GLB also contains provisions that expressly preempt any
state law restricting the establishment of financial affiliations, primarily
related to insurance. The general effect of the law is to establish a
comprehensive framework to permit affiliations among commercial banks, insurance
companies, securities firms and other financial service providers by revising
and expanding the Bank Holding Company Act framework to permit a holding company
to engage in a full range of financial activities through a new entity known as
a "financial holding company." "Financial activities" is broadly defined to
include not only banking, insurance and securities activities, but also merchant
banking and additional activities that the Federal Reserve Board, in
consultation with the Secretary of the Treasury, determines to be financial in
nature, incidental to such financial activities or complementary activities that
do not pose a substantial risk to the safety and soundness of depository
institutions or the financial system generally.

                                       22
<Page>

     The GLB provides that no company may acquire control of an insured savings
association unless that company engages, and continues to engage, only in the
financial activities permissible for a financial holding company, unless the
company is grandfathered as a unitary savings and loan holding company. The
Financial Institution Modernization Act grandfathers any company that was a
unitary savings and loan holding company on May 4, 1999 or became a unitary
savings and loan holding company pursuant to an application pending on that
date.

     The GLB also permits national banks to engage in expanded activities
through the formation of financial subsidiaries. A national bank may have a
subsidiary engaged in any activity authorized for national banks directly or any
financial activity, except for insurance underwriting, insurance investments,
real estate investment or development, or merchant banking, which may only be
conducted through a subsidiary of a financial holding company. Financial
activities include all activities permitted under new sections of the Bank
Holding Company Act or permitted by regulation.

     To the extent that the GLB permits banks, securities firms and insurance
companies to affiliate, the financial services industry may experience further
consolidation. The GLB is intended to grant to community banks certain powers as
a matter of right that larger institutions have accumulated on an ad hoc basis
and which unitary savings and loan holding companies already possess.
Nevertheless, the GLB may have the result of increasing the amount of
competition that the Company faces from larger institutions and other types of
companies offering financial products, many of which may have substantially more
financial resources than the Company has.

     SARBANES-OXLEY ACT OF 2002. On July 30, 2002, President Bush signed into
law the Sarbanes-Oxley Act of 2002, or the SOA. The stated goals of the SOA are
to increase corporate responsibility, to provide for enhanced penalties for
accounting and auditing improprieties at publicly traded companies and to
protect investors by improving the accuracy and reliability of corporate
disclosures pursuant to the securities laws.

     The SOA is the most far-reaching U.S. securities legislation enacted in
some time. The SOA generally applies to all companies, both U.S. and non-U.S.,
that file or are required to file periodic reports with the Securities and
Exchange Commission, or the SEC, under the Securities Exchange Act of 1934, or
the Exchange Act. Given the extensive SEC role in implementing rules relating to
many of the SOA's new requirements, the final scope of these requirements
remains to be determined.

     The SOA includes very specific additional disclosure requirements and new
corporate governance rules, requires the SEC and securities exchanges to adopt
extensive additional disclosure, corporate governance and other related rules
and mandates further studies of certain issues by the SEC and the Comptroller
General. The SOA represents significant federal involvement in matters
traditionally left to state regulatory systems, such as the regulation of the
accounting profession, and to state corporate law, such as the relationship
between a board of directors and management and between a board of directors and
its committees.

     The SOA addresses, among other matters:

     -    audit committees for all reporting companies;

     -    certification of financial statements by the chief executive officer
          and the chief financial officer;

     -    the forfeiture of bonuses or other incentive-based compensation and
          profits from the sale of an issuer's securities by directors and
          senior officers in the twelve month period following initial
          publication of any financial statements that later require
          restatement;

     -    a prohibition on insider trading during pension plan black out
          periods;

     -    disclosure of off-balance sheet transactions;

     -    a prohibition on personal loans to directors and officers; expedited
          filing requirements for Forms 4's;


     -    disclosure of a code of ethics and filing a Form 8-K for a change or
          waiver of such code;

     -    "real time" filing of periodic reports;

     -    the formation of a public accounting oversight board;

     -    auditor independence; and

     -    various increased criminal penalties for violations of securities
          laws.

     The SOA contains provisions which became effective upon enactment on July
30, 2002 and provisions which will become effective from within 30 days to one
year from enactment. The SEC has been delegated the task of enacting rules to
implement various provisions with respect to, among other matters, disclosure in
periodic filings pursuant to the Exchange Act.

FEDERAL TAXATION

     GENERAL. The Company and Savings Bank are subject to the generally
applicable corporate tax provisions of the Code, and Savings Bank is subject to
certain additional provisions of the Code which apply to thrift and other types
of financial institutions. The following discussion of federal taxation is
intended only to summarize certain pertinent federal income tax matters material
to the taxation of the Company and the Savings Bank and is not a comprehensive
discussion of the tax rules applicable to the Company and Savings Bank.

     BAD DEBT RESERVES. Under the Small Business Job Protection Act of 1996,
the Savings Bank is required to use the Experience Method (a six-year moving
average of the Savings Bank's actual loss experience) of computing additions
to its bad debt reserve for taxable years beginning with the Savings Bank's
taxable year beginning January 1, 1996.   At December 31, 2001, the federal
income tax reserves of the Savings Bank included $1.3 million for which no
federal income tax has been provided.

                                        23

<Page>

     OTHER MATTERS. Federal legislation is introduced from time to time that
would limit the ability of individuals to deduct interest paid on mortgage
loans. Individuals are currently not permitted to deduct interest on consumer
loans. Significant increases in tax rates or further restrictions on the
deductibility of mortgage interest could adversely affect the Savings Bank.

     The Savings Bank's federal income tax returns for the tax years ended
December 31, 1999 forward are open under the statute of limitations and are
subject to review by the IRS.

STATE TAXATION

     The Company is subject to a Delaware franchise tax based on the Company's
authorized capital stock or on its assumed par and no-par capital, whichever
yields a lower result. Under the authorized capital method, each share is taxed
at a graduated rate based on the number of authorized shares with a maximum
aggregate tax of $150,000 per year. Under the assumed par-value capital method,
Delaware taxes each $1,000,000 of assumed par-capital at the rate of $200.

     The Company will be subject to an Ohio franchise tax only to the extent it
is determined to be doing business in Ohio. The Company, a Delaware corporation,
does not expect to transact business in Ohio. To the extent that the Ohio
franchise tax is determined to apply to the Company, the tax is computed based
on the greater of a Company's tax liability as determined under separate net
worth and net income computations. The Company would exclude its investment in
the Savings Bank in determining its tax liability under the net worth
computation. The tax liability under the net worth computation will be computed
at 0.014% of the Company's net taxable value. The tax liability under the net
income method would be computed at a graduated rate not exceeding 8.72% of the
Company's Ohio taxable income.

     The Savings Bank is subject to an Ohio franchise tax based on its net worth
plus certain reserve amounts. Total net worth for this purpose is reduced by
certain exempted assets. The resultant net worth is taxed at a rate of 1.3% for
the 2002 return, which is based on net worth as of December 31, 2001.


     The Savings Bank's state franchise tax returns for the tax years ended
December 31, 1999 forward are open under the statute of limitations and are
subject to review by state taxing authorities.

EMPLOYEES

     The Company has 19 full-time employees and 2 part-time employees as of
September 30, 2002. Only the President and Comptroller of the Company and Bank,
each office served by the same person at each entity, have employment agreements
with the Company or Bank.

                                       24

<Page>

ITEM 2. DESCRIPTION OF PROPERTY.

     The Company's principal executive office is located at 415 Center Street,
Ironton, Ohio 45638. The following table sets forth certain information with
respect to the offices and other properties of the Savings Bank at September 30,
2002.

<Table>
<Caption>
                                                          Net Book Value
         Description/Address           Leased/Owned        of Property          Deposits
-----------------------------------   --------------     ----------------      ----------
                                                          (In Thousands)
<S>                                         <C>                  <C>            <C>
MAIN OFFICE:
415 Center Street
Ironton, Ohio 45638                         Owned                $ 901          $ 36,765

BRANCH OFFICE:
201 State Street
Proctorville, Ohio 45669                    Owned                $ 704          $ 12,985
</Table>


ITEM 3. LEGAL PROCEEDINGS.

     There are no material legal proceedings to which the Company is a party or
to which any of their property is subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.


                                      25
<Page>

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The common stock of First Federal Financial Bancorp, Inc. is listed for
quotation on the OTC Bulletin Board under the symbol "FFFB". The stock was
issued on June 4, 1996 at $10.00 per share. As of December 19, 2002, there were
147 stockholders of record and 461,622 outstanding shares of common stock.

     The following table sets forth the high and low closing bid prices as
reported by the National Association of Securities Dealers, Inc. and dividends
declared per share of common stock for fiscal years 2001 and 2002:

<Table>
<Caption>
                                                   Price Per Share
                                       -------------------------------------     Dividends
           Quarter Ended                  High                  Low              Declared
        -------------------            ----------            ---------          -----------
<S>                                     <C>                  <C>                    <C>
2001

   December 31, 2000                    11  1/2              10  13/16              .07

   March 31, 2001                       11  3/4              10  13/16              .07

   June 30, 2001                        11  7/8              11   1/10              .07

   September 30, 2001                   12                   11  11/20              .07

2002

December 31, 2001                       13                   11  11/20              .07

March 31, 2002                          15  1/4              14                     .07

June 30, 2002                           15                   14  10/91              .07

September 30, 2002                      15  3/4              14  13/20              .07
</Table>

    Payment of dividends on the common stock is subject to determination and
declaration by the Board of Directors and will depend upon a number of factors,
including capital requirements, regulatory limitations on the payment of
dividends, the Company's results of operations and financial condition, tax
considerations, and general economic conditions. No assurance can be given that
dividends will be declared or, if declared, what the amount of dividends will
be, or whether such dividends, once declared, will continue.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

GENERAL

     The Company is a Delaware corporation organized in 1996 by First Federal
Savings and Loan Association of Ironton (the "Association") for the purpose
of acquiring all of the capital stock of First Federal Savings Bank of
Ironton (the "Bank") issued in the conversion of the Association from a
federally-chartered mutual savings and loan association to a
federally-chartered stock savings bank (the "Conversion"). The Conversion was
completed on June 3, 1996. The only significant assets of the Company are the
capital stock of the Bank and the remaining net conversion proceeds retained
by the Company. To date, the business of the Company has consisted of the
business of the Bank.

     The Bank conducts business from its main office located in Ironton, Ohio
and one full-service branch office located in Proctorville, Ohio. In October,
the Company acquired Lincoln Savings and Loan Association, which maintains
one office in Ironton, Ohio. The Bank's deposits are insured by the Savings
Association Insurance Fund ("SAIF") of the Federal Deposit Insurance
Corporation ("FDIC") to the maximum extent permitted by law. At September 30,
2002, the Company had total consolidated assets of $68.9 million, total
consolidated liabilities of $59.8 million, and total stockholders' equity of
$9.1 million.

     The Bank is primarily engaged in attracting deposits from the general
public and using those funds to originate loans secured by single-family
residences located in Lawrence County and surrounding counties in Southern Ohio
and to invest in mortgage-backed securities and United States Government and
federal agency securities. To a lesser extent, the Bank also makes consumer
loans and loans secured by savings accounts.

     The operating results of the Company depend primarily upon its net interest
income, which is determined by the difference between interest income on
interest-earnings assets, principally loans, mortgage-backed securities and
investment securities, and interest expense on interest-bearing liabilities,
which consist of interest-bearing checking accounts, passbook savings accounts,
certificates of deposit and advances from the FHLB. The Company's net income is
also affected by its provision for loan losses, as well as its non-interest
income, including fees and gains or losses on sales of assets, its operating
expenses, including compensation and benefits expenses, occupancy and equipment
expenses, federal deposit insurance premiums, miscellaneous other expenses and
federal income taxes.

                                       26
<Page>

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995



     In addition to historical information, forward-looking statements are
contained herein that are subject to risks and uncertainties that could cause
actual results to differ materially from those reflected in the forward-looking
statements. Factors that could cause future results to vary from current
expectations, include, but are not limited to, the impact of economic conditions
(both generally and more specifically in the markets in which the Bank
operates), the impact of competition for the Bank's customers from other
providers of financial services, the impact of government legislation and
regulation (which change from time to time and over which the Bank has no
control), and other risks detailed herein and in the Company's other
Securities and Exchange Commission filings. Readers are cautioned not to
place undue reliance on these forward-looking statements, which reflect
management's analysis only as of the date hereof. The Company undertakes no
obligation to publicly revise these forward-looking statements, to reflect
events or circumstances that arise after the date hereof. Readers should
carefully review the risk factors described in other documents the Company
files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-QSB to be filed by the Company in
2003 and any Current Reports on Form 8-K filed by the Company.

                                       27

<Page>

FINANCIAL CONDITION

     ASSETS. Total assets decreased by $2.1 million, or 3.0%, from $71.0 million
at September 30, 2001 to $68.9 million at September 30, 2002. The decrease
consisted primarily of decreases in loans receivable of $2.6 million, and
mortgage-backed securities (held to maturity and available for sale) of $1.6
million, partially offset by increases in investment securities of $2.1 million
and cash and cash equivalents of $.5 million.

     CASH AND CASH EQUIVALENTS. These balances consist of cash on hand and
interest-bearing checking accounts and overnight deposit accounts in other
financial institutions. Cash and cash equivalents increased $.5 million,
totaling $2.7 million at September 30, 2002 as compared to $2.2 million at
September 30, 2001. The increase resulted from net cash flows from operating
activities of $.9 million and from investing activities of $2.4 million, offset
by net cash flows used for financing activities of $2.8 million.

     INVESTMENT SECURITIES. Investment securities consist primarily of U.S.
Government agency securities and obligations of states and political
subdivisions. Investment securities, both held to maturity and available for
sale, increased $2.1 million, or 60.0%, from $3.5 million at September 30, 2001
to $5.6 million at September 30, 2002.

     LOANS RECEIVABLE. The Company's loans receivable, net, decreased by $2.6
million, or 5.0%, from $52.3 million at September 30, 2001 to $49.7 million at
September 30, 2002. Total loan originations during the year amounted to $11.4
million, of which $6.8 million were for single-family residential loans within
the Company's local trade area.

     LOAN CONCENTRATIONS. The Company does not have a concentration of its loan
portfolio in any one industry or to any one borrower. Real estate lending (both
mortgage and construction loans) continues to be the largest component of the
loan portfolio, representing $46.6 million, or 92.4%, of total gross loans
outstanding at September 30, 2002, while consumer loans, including installment
loans, loans secured by deposit accounts and unsecured loans, totaled $3.8
million, or 7.6%, of total gross loans outstanding.

     The Company's lending is concentrated to borrowers who reside in and/or
which are collateralized by real estate and property located in Lawrence and
Scioto County, Ohio, and Boyd and Greenup County, Kentucky. Employment in these
areas is highly concentrated in the petroleum, iron and steel industries.
Therefore, many debtors' ability to honor their contracts is dependent upon
these economic sectors.

     ALLOWANCE FOR LOAN LOSSES. The Company's policy is to establish an
allowance for estimated losses on loans when it determines that a significant
and probable decline in value occurs. The allowance for losses on loans is
maintained at a level believed adequate by management to absorb estimated losses
in the portfolio. Management's determination of the adequacy of the allowance is
based on an evaluation of the portfolio, past loss experience, current economic
conditions, volume, growth and composition of the portfolio, and other relevant
factors. The allowance is increased by provisions for loan losses which are
charged against income. The Company's allowance for loan losses has historically
been predicated on its low loss experience.

     The allowance for loan losses as a percentage of total loans increased
slightly from .47% at September 30, 2001 to .59% at September 30, 2002. The
total dollar amount of the allowance increased from $248,000 at September 30,
2001 to $293,000 at September 30, 2002.

     Charge-off activity for the year ended September 30, 2002 totaled $40,595
as compared to $105,698 for the preceding year. Recoveries totaled $5,055 and
$1,550 for the years ended September 30, 2002 and 2001, respectively. Of the
$40,545 of charge-offs in 2002, $33,347 consisted of consumer loans with the
remaining $7,248 attributable to real estate loans.

                                       28

<Page>

     The Company had $206,000 and $204,000 of non-accrual loans at September 30,
2002 and 2001, respectively. At the same dates, there were loans of $17,000 and
$7,000 greater than 90 days delinquent which were still accruing interest.

     The Company had no troubled debt restructurings during the years ended
September 30, 2002 and 2001.

     Management has determined that the allowance for loan losses is adequate at
September 30, 2002 and 2001.

     MORTGAGE-BACKED SECURITIES. The Company invests in both fixed-rate and
adjustable-rate mortgage-backed securities, which are classified either as held
to maturity or available for sale. Aggregate balances of mortgage-backed
securities decreased $1.6 million, or 15.2%, totaling $8.9 million at September
30, 2002 and $10.5 million at September 30, 2001. During the year ended
September 30, 2002, there was $1.7 million of mortgage-backed securities
purchased, and $3.3 million in principal repayments. The market value of the
available for sale portfolio increased $.1 million.

     DEPOSITS. The Company's deposit accounts consist of passbook savings
accounts, certificates of deposit and checking accounts. Deposits decreased $1.3
million, or 2.5%, from $51.1 million at September 30, 2001 to $49.8 million at
September 30, 2002. The Savings Bank continues to offer competitive interest
rates on deposit accounts. The increase in deposits was used primarily to fund
purchases of investment securities during the year.

     ADVANCES FROM FEDERAL HOME LOAN BANK. The Company utilized $3.6 million in
new advances during the year ended September 30, 2002 to meet its loan demand
and other funding needs. Approximately $4.8 million of advances were repaid
during the year. Outstanding advances totaled $9.6 million at September 30, 2002
as compared to $10.8 million at September 30, 2001. The Company has ample
borrowing capacity if needed to fund future commitments.

     STOCKHOLDERS' EQUITY. Stockholders' equity increased $.4 million, or 4.6%,
from $8.7 million at September 30, 2001, to $9.1 million at September 30, 2001.
Net income during the year of $502,000 was partially offset by dividends paid,
the purchase of treasury stock, and stock released to employee benefit plans.

                                       29

<Page>

RESULTS OF OPERATIONS

     AVERAGE BALANCES, NET INTEREST INCOME AND YIELDS EARNED AND RATES PAID. The
following table presents for the years indicated the total dollar amount of
interest from average interest-earning assets and the resultant yields, as well
as the interest expense on average interest-bearing liabilities, expressed both
in dollars and rates, and the net interest margin. The table does not reflect
any effect of income taxes. All average balances are based on month-end
balances.

<Table>
<Caption>
                                                                       Year Ended September 30,
                                       -----------------------------------------------------------------------------------------
                                                        2002                                             2001
                                       ---------------------------------------        ------------------------------------------
                                                                        (Dollars in Thousands)
                                         Average                        Yield/          Average                           Yield/
                                         Balance         Interest        Rate           Balance          Interest          Rate
                                       -----------      ----------     -------        -----------       ----------       -------
<S>                                    <C>              <C>             <C>           <C>               <C>               <C>
Interest-earning assets:
  Loans receivable (1)                 $    50,492      $    3,926        7.78%       $    52,961       $    4,219          7.97%
  Mortgage-backed securities (2)             9,098             434        4.77              9,156              567          6.19
  Investment securities (3)                  5,255             238        4.53              2,701              167          6.18
  Other interest-earning assets              2,171              27        1.24               1571               66          4.20
                                       -----------      ----------                    -----------       ----------
     Total interest-earning assets          67,016           4,625        6.90             66,389            5,019          7.56
                                                        ----------     -------                          ----------       -------
Non-interest earning assets                  2,602                                          2,619
                                       -----------                                    -----------

     Total assets                      $    69,618                                    $    69,008
                                       ===========                                    ===========

Interest-bearing liabilities:
 Deposits                              $    50,233           1,921        3.82        $    47,332            2,568          5.21
 FHLB advances                               9,747             441        4.52             10,318              598          5.80
                                       -----------      ----------                    -----------       ----------
     Total interest-
      bearing liabilities                   59,980           2,362        3.94             59,650            3,166          5.31
                                                        ----------     -------                          ----------       -------
Non-interest bearing liabilities               593                                            463
                                       -----------                                    -----------

     Total liabilities                      60,573                                         60,113
Stockholders' equity                         9,045                                          8,895
                                       -----------                                    -----------

     Total liabilities and
       stockholders' equity            $    69,618                                    $    69,008
                                       ===========                                    ===========

Net interest income;
 interest rate spread                                   $    2,263        2.96%                         $    1,853          2.25%
                                                        ==========     =======                          ==========       =======

Net interest margin (4)                                                   3.38%                                             2.79%
                                                                       =======                                           =======
Average interest-earning
  assets to average interest-bearing
  liabilities                                                           111.73%                                           111.30%
                                                                       =======                                           =======

<Caption>
                                               Year Ended September 30,
                                       ---------------------------------------
                                                        2000
                                       ---------------------------------------
                                                (Dollars in Thousands)
                                         Average                        Yield/
                                         Balance         Interest        Rate
                                       -----------      ----------     -------
<S>                                    <C>              <C>             <C>
Interest-earning assets:
  Loans receivable (1)                 $    52,015      $    3,986        7.66%
  Mortgage-backed securities (2)             8,941             540        6.04
  Investment securities (3)                  2,717             174        6.40
  Other interest-earning assets                897              48        5.35
                                       -----------      ----------
     Total interest-earning assets          64,606           4,748        7.35
                                                        ----------     -------
Non-interest earning assets                  2,263
                                       -----------

     Total assets                      $    66,869
                                       ===========

Interest-bearing liabilities:
 Deposits                              $    47,509           2,290        4.82
 FHLB advances                               9,603             583        6.07
                                       -----------      ----------
     Total interest-
      bearing liabilities                   57,112           2,873        5.03
                                                        ----------     -------
Non-interest bearing liabilities               403
                                       -----------

     Total liabilities                      57,515
Stockholders' equity                         9,354
                                       -----------

     Total liabilities and
       stockholders' equity            $    66,869
                                       ===========

Net interest income;
 interest rate spread                                   $    1,875        2.32%
                                                        ==========     =======

Net interest margin (4)                                                   2.90%
                                                                       =======
Average interest-earning
  assets to average interest-bearing
   liabilities                                                          113.12%
                                                                       =======
</Table>

----------
(1)  Includes non-accrual loans.
(2)  Includes mortgage-backed securities held to maturity as well as those
     available for sale.
(3)  Includes investment securities held to maturity as well as those available
     for sale.
(4)  Net interest margin is net interest income divided by average
     interest-earning assets.

                                       30

<Page>

     RATE/VOLUME ANALYSIS. The following table describes the extent to which
changes in interest rates and changes in volume of interest-related assets and
liabilities have affected the Company's interest income and expense during the
periods indicated. For each category of interest-earning assets and
interest-bearing liabilities, information is provided on changes attributable to
(i) changes in volume (change in volume multiplied by prior year rate), (ii)
changes in rate (change in rate multiplied by prior year volume), and (iii)
total change in rate and volume. The combined effect of changes in both rate and
volume has been allocated proportionately to the change due to rate and the
change due to volume.

<Table>
<Caption>
                                                                      Year Ended September 30,
                                   --------------------------------------------------------------------------------------------
                                            2002 vs. 2001                   2001 vs. 2000                  2000 vs. 1999
                                   ------------------------------   ----------------------------   ----------------------------
                                        Increase                        Increase                       Increase
                                       (Decrease)                      (Decrease)                     (Decrease)
                                         Due to           Total          Due to          Total          Due to         Total
                                   -----------------    Increase    ---------------    Increase    ---------------    Increase
                                    Rate      Volume   (Decrease)    Rate    Volume   (Decrease)    Rate    Volume   (Decrease)
                                   -------   -------   ----------   ------   ------   ----------   ------   ------   ----------
                                                                          (In Thousands)
<S>                                <C>       <C>       <C>          <C>      <C>      <C>          <C>      <C>      <C>
Interest-earning assets:
  Loans receivable                 $  (101)  $  (192)  $     (293)  $  161   $   72   $      233   $  179   $  224   $      403
  Mortgage-backed securities (5)      (130)       (3)        (133)      14       13           27        2      (32)         (30)
  Investment securities (6)            (45)      116           71       (6)      (1)           7       23      (26)          (3)
  Other interest-earning assets        (47)        8          (39)     (10)      28           18      (16)      16            -
                                   -------   -------   ----------   ------   ------   ----------   ------   ------   ----------

    Total interest-earning assets     (323)      (71)        (394)     159      112          271      188      182          370
                                   -------   -------   ----------   ------   ------   ----------   ------   ------   ----------

Interest-bearing liabilities:
  Deposits                            (681)       34         (647)     183       95          278       19       23           (4)
  FHLB advances                       (131)      (26)        (157)     (26)      41           15       63      151          214
                                   -------   -------   ----------   ------   ------   ----------   ------   ------   ----------

    Total interest-bearing
      liabilities                     (812)        8         (804)     157      136          293       82      128          210
                                   -------   -------   ----------   ------   ------   ----------   ------   ------   ----------

Increase (decrease) in net
  interest income                  $   489   $   (79)  $      410   $    2   $  (24)  $      (22)  $  106   $   54   $      160
                                   =======   =======   ==========   ======   ======   ==========   ======   ======   ==========
</Table>

----------
(5)  Includes mortgage-backed securities held to maturity as well as those
     available for sale.
(6)  Includes investment securities held to maturity as well as those available
     for sale.

                                       31
<Page>

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001

     NET INCOME. Net income totaled $502,000 for the year ended September 30,
2002 as compared to $268,000 for the year ended September 30, 2001, an increase
of $234,000, or 87.3%. Basic and diluted earnings per share were $1.17 and
$1.15, respectively, for the year ended September 30, 2002, as compared to $.61
and $.61, respectively, for the year ended September 30, 2001. The $234,000
increase in net income resulted from an increase in net interest income of
$410,000, or 22.1%, offset by a decrease in non-interest expense of $4,000, or
3.1%, and increases in non-interest expense of $18,000, or 1.2%, the provision
for loan losses of $26,000, or 47.3% and the provision for income taxes of
$128,000, or 105.8%.

     INTEREST INCOME. Interest income decreased $394,000, or 7.9%, from
$5,019,000 for the year ended September 30, 2001 to $4,625,000 for the year
ended September 30, 2002. The decrease consisted of decreases in interest earned
on loans receivable of $293,000, mortgage-backed securities of $133,000, and
other interest-earning assets of $39,000, offset by an increase in interest
earned on investment securities of $71,000. The decrease in loan interest income
was primarily due to a decline in the average volume of the loan portfolio, and
to a lesser extent, from a decrease in the average yield earned on the loan
portfolio which was experienced industry-wide during 2002. The decrease in
interest earned on mortgage-backed securities was primarily due to a decline in
market rates of interest, while interest earned on other interest-earning assets
decreased primarily due to falling rates of interest during the year on
short-term, interest-bearing deposits. Investment interest income increased
primarily due to an increase in the volume of the investment securities
portfolio during the year.

     Overall, the interest-earning asset yield decreased 66 basis points, from
7.56% for fiscal year 2001 to 6.90% for fiscal year 2002.

     INTEREST EXPENSE. Interest expense decreased $804,000, or 25.4%, from
$3,166,000 for the year ended September 30, 2001 to $2,362,000 for the year
ended September 30, 2002. The decrease consisted of decreases in interest paid
on interest-bearing deposits of $647,000, and on advances from the FHLB of
$157,000. The decrease in interest on deposits was primarily attributable to
lower rates paid during the year, partially offset by an increase in the average
volume of deposits. The Company faces strong competition from other area
institutions for deposits but was able to significantly reduce the rates paid
for deposits during the year due to falling market rates in interest. The
decrease in interest expense on FHLB borrowings was due to a decrease in the
rates paid on advances during the year, and to a lesser extent, from a decline
in the average volume of advances outstanding.

     The rate paid on all interest-bearing liabilities decreased 137 basis
points, from 5.31% for fiscal 2001 to 3.94% for fiscal 2002.

     PROVISION FOR LOAN LOSSES. For the 2002 fiscal year, the provision for loan
losses totaled $81,000 as compared to $55,000 for fiscal 2001. The 2002 loan
losses were primarily in the consumer loan portfolio which is attributable to a
slowing, local economy. Based on an evaluation of the existing loan portfolio at
September 30, 2002, management increased the provision for loan losses in order
to restore the allowance for loan losses to an adequate level. In providing for
loan losses, management makes a review of non-performing loans, the overall
quality of the loan portfolio, levels of past due loans and prior loan loss
experience.

     NON-INTEREST INCOME. The $4,000 decrease in non-interest income, from
$128,000 for the year ended September 30, 2001 to $124,000 for the year ended
September 30, 2002, was primarily attributable to $12,679 in losses on sales of
foreclosed real estate in 2002 as compared to $9,101 of gains for fiscal 2001,
partially offset by increases in service charges on deposits and other fee
income.

     NON-INTEREST EXPENSE. The $18,000 increase in non-interest expense, from
$1,537,000 for the year ended September 30, 2001 to $1,555,000 for the year
ended September 30, 2002, consisted primarily of increases

                                       32
<Page>

in compensation and benefits of $56,000 and other non-interest expenses of
$16,000, partially offset by declines in professional services expenses of
$23,000 and franchise taxes of $24,000.

     PROVISION FOR INCOME TAXES. The $128,000 increase in the provision for
income taxes, from $121,000 for the year ended September 30, 2001 to $249,000
for the year ended September 30, 2002 resulted from the increase in pretax
income. The Company's effective tax rates were 33.2% and 31.3% for the 2002 and
2001 fiscal years, respectively.

     COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND
2000

     NET INCOME. Net income totaled $268,000 for the year ended September 30,
2001 as compared to $356,000 for the year ended September 30, 2000, a decrease
of $88,000, or 24.7%. Basic and diluted earnings per share were $.61 and $.70
for the years ended September 30, 2001 and 2000, respectively. The $88,000
decrease in net income resulted from a decrease in net interest income of
$22,000, or 1.2%, an increase in non-interest expense of $97,000, or 6.7%, and
an increase in the provision for loan losses of $32,000, or 139.1%, offset by an
increase in non-interest income of $22,000, or 20.8%, and a decrease in the
provision for income taxes of $41,000, or 25.3%.

     INTEREST INCOME. Interest income increased $271,000, or 5.7%, from
$4,748,000 for the year ended September 30, 2000 to $5,019,000 for the year
ended September 30, 2001. The increase consisted of increases in interest earned
on loans receivable $233,000, mortgage-backed securities of $27,000, and other
interest-earning assets of $18,000, offset by a decline in interest earned on
investment securities of $7,000. The increase in loan interest income was
primarily due to increased yields earned on the loan portfolio, and to a lesser
extent, from an increase in the average volume of the loan portfolio. The rates
earned on the Company's variable rate loan portfolio adjust primarily on an
annual basis and thus, will produce overall yields which are six months, to one
year behind the current national market rates of interest. The increases in
interest earned on mortgage-backed securities was due to increases in both rates
and average volume, while interest on other interest-earning assets increased
primarily due to a higher volume of these assets. Investment interest income
declined primarily due to a decline in the yields earned on investment
securities during the year.

     Overall, the interest-earning asset yield increased 21 basis points, from
7.35% for fiscal year 2000 to 7.56% for fiscal year 2001.

     INTEREST EXPENSE. Interest expense increased $293,000, or 10.2%, from
$2,873,000 for the year ended September 30, 2000 to $3,166,000 for the year
ended September 30, 2001. The increase consisted of increases in interest paid
on interest-bearing deposits of $278,000, and on advances from the FHLB of
$15,000. The increase in interest on deposits was primarily attributable to
higher rates paid during the year, and to a lesser extent, from an increase in
the average volume of deposits. The Company faces strong competition from other
area institutions for deposits and has only recently been able to significantly
reduce the rates being paid for deposits. The increase in interest expense on
FHLB borrowings was due to an increase in the average volume of advances
maintained during the year, partially offset by a reduction in the rates paid on
such advances.

     The rate paid on all interest-bearing liabilities increased 28 basis
points, from 5.03% for fiscal 2000 to 5.31% for fiscal 2001.

     PROVISION FOR LOAN LOSSES. For the 2001 fiscal year, the provision for loan
losses totaled $55,000 as compared to $23,000 for fiscal 2000. The 2001 loan
losses were primarily in the consumer loan portfolio which is attributable to a
slowing, local economy. Based on an evaluation of the existing loan portfolio at
September 30, 2001, management increased the provision for loan losses in order
to restore the allowance for loan losses to an

                                         33

<Page>

adequate level. In providing for loan losses, management makes a review of
non-performing loans, the overall quality of the loan portfolio, levels of past
due loans and prior loan loss experience.

     NON-INTEREST INCOME. The $22,000 increase in non-interest income, from
$106,000 for the year ended September 30, 2000 to $128,000 for the year ended
September 30, 2001, was primarily attributable to an increase in other service
charges, commissions and fees of $15,000, and $12,873 in securities losses in
the 2000 fiscal year, with no comparable losses during the 2001 fiscal year.

     NON-INTEREST EXPENSE. The $97,000 increase in non-interest expense, from
$1,440,000 for the year ended September 30, 2000 to $1,537,000 for the year
ended September 30, 2001, consisted primarily of increases in compensation and
benefits of $34,000, professional services expenses of $26,000 primarily
associated with the Company's adoption of a stockholders' rights plan, and other
non-interest expenses of $27,000, partially offset by declines in franchise
taxes and SAIF deposit insurance premiums of $5,600, and $5,300, respectively.

     PROVISION FOR INCOME TAXES. The $41,000 decrease in the provision for
income taxes, from $162,000 for the year ended September 30, 2000 to $121,000
for the year ended September 30, 2001 resulted from the decrease in pretax
income. The Company's effective tax rates were 31.3% and 31.2% for the 2001 and
2000 fiscal years, respectively.

ASSET AND LIABILITY MANAGEMENT

     The Company's profitability, like that of many financial institutions, is
dependent to a large extent upon its net interest income, which is the
difference between its interest income on interest-earning assets, such as loans
and investments, and its interest expense on interest-bearing liabilities, such
as deposits and advances. When interest-earning liabilities mature or reprice
more quickly than interest-earning assets in a given period, a significant
increase in market rates of interest could adversely affect net interest income.
Similarly, when interest-earning assets mature or reprice more quickly than
interest-bearing liabilities, falling interest rates could result in a decrease
in net interest income. Finally, a flattening of the "yield curve" (i.e., a
decline in the difference between long- and short-term interest rates) could
adversely impact net interest income to the extent that the Company's assets
have a longer average term than its liabilities. At September 30, 2002, the
ratio of the Company's average interest-earning assets to average
interest-bearing liabilities amounted to 111.73% as compared to 111.30% at
September 30, 2001.

     The Company's actions with respect to interest rate risk and its
asset/liability gap management are taken under the guidance of the Savings
Bank's Board of Directors, through its Executive/Loan Committee, which generally
meets every two to three weeks.

                                       34
<Page>

     The Company attempts to mitigate the interest-rate risk of holding
long-term assets in its portfolio through the origination of adjustable-rate,
residential and commercial mortgage loans, which have interest rates which
adjust annually, and the purchase of mortgage-backed securities, primarily
secured by single-family residential dwellings financed with adjustable-rate
mortgages. The following table presents, as of September 30, information showing
the relative short-term nature of certain of the Company's assets, the maturity
proceeds of which are subject to reinvestment in loans or securities at then
market rates:

<Table>
<Caption>
                                                    2002                 2001
                                              -----------------    -----------------
                                              Amount    Percent    Amount    Percent
                                              ------    -------    ------    -------
                                                      (Dollars in Millions)
<S>                                           <C>          <C>     <C>          <C>
Adjustable rate:
  Single family mortgage loans                $ 25.9       68.3%   $ 27.4       66.4%
  Total loans                                   32.2       69.0      33.6       63.4
  Mortgage-backed securities                     5.6       63.6       9.9       94.3
Investment securities (maturities of
  five years or less)                            1.5       26.8        .7       20.0
</Table>

     As part of its efforts to maximize net interest income and manage the risks
associated with changing interest rates, management of the Savings Bank uses the
"market value of portfolio equity" ("NPV") methodology which the OTS has adopted
as part of its capital regulations. Although the Savings Bank would not be
subject to the NPV regulation because such regulation does not apply to
institutions with less than $300 million in assets and risk based capital in
excess of 12%, the application of the NPV methodology may illustrate the Savings
Bank's interest rate risk.

     Under this methodology, interest rate risk exposure is assessed by
reviewing the estimated changes in the Savings Bank's NPV which would
hypothetically occur if interest rates rapidly rise or fall all along the yield
curve. Projected values of NPV at both higher and lower regulatory defined rate
scenarios are compared to base case values (no changes in rates) to determine
the sensitivity to changing interest rates.

                                     35
<Page>

     Presented below, as of September 30, 2002 and 2001, is an analysis of the
Savings Bank's interest rate risk ("IRR") as measured by changes in NPV for
instantaneous and sustained parallel shifts of 100 basis points in market
interest rates. The table also contains the policy that the Board of Directors
deems advisable in the event of various changes in interest rates. Such limits
have been established with consideration of the impact of various rate changes
and the Savings Bank's currently strong capital position.

<Table>
<Caption>
                                                            Market Value of Portfolio Equity
                                                            --------------------------------
       Changes in                             As of September 30, 2002              As of September 30, 2001
     Interest Rates    Board Limit            ------------------------              ------------------------
     (Basis Points)     % Change        $ Change in NPV    % Change in NPV    $ Change in NPV    % Change in NPV
     --------------    -----------      ---------------    ---------------    ---------------    ---------------
                                                             (Dollars in Thousands)
           <S>             <C>             <C>                  <C>              <C>                    <C>
           +300            (30)%           $ (1,006)            (10)%            $  (2,300)             (27)%
           +200            (20)                (386)             (4)                (1,347)             (16)
           +100            (10)                 (75)             (1)                  (617)              (7)
              -              -                    -               -                      -                -
           -100            (10)                 (11)              0                    252                3
           -200            (20)                   -               -                    474                5
</Table>

     As indicated in the table above, a decrease in the Company's exposure to
interest rate risk for 2002 as compared to 2001 would occur in an increasing
interest rate environment. This results primarily from an increase in the
Company's interest-earning assets with variable interest rates.

     The OTS uses the above NPV calculation to monitor an institution's IRR. The
OTS has promulgated regulations regarding a required adjustment to the
institution's risk-based capital based on IRR. The application of the OTS'
methodology quantifies IRR as the change in the NPV which results from a
theoretical 200 basis point increase or decrease in market interest rates. If
the NPV from either calculation would decrease by more than 2% of the present
value of the institution's assets, the institution must deduct 50% of the amount
of the decrease in excess of such 2% in the calculation of risk-based capital.
At September 30, 2002 and 2001, 2% of the present value of the Savings Bank's
assets was approximately $1.4 million and $1.4 million, respectively, and, as
shown in the table, a 200 basis point increase or decrease in market interest
rates would not significantly impact the Bank's portfolio value. Thus, at
September 30, 2002 and 2001, the Savings Bank would not have a significant
interest rate risk component deducted from its regulatory capital.

LIQUIDITY AND CAPITAL RESOURCES

     The Savings Bank is required under applicable federal regulations to
maintain specified levels of "liquid" investments in qualifying types of U.S.
Government and government agency obligations and other similar investments
having maturities of five years or less. Such investments are intended to
provide a source of relatively liquid funds upon which the Savings Bank may rely
if necessary to fund deposit withdrawals and for other short-term funding needs.
The required level of such liquid investments is currently 4% of certain
liabilities as defined by the OTS and may be changed to reflect economic
conditions.

     The liquidity of the Savings Bank, as measured by the ratio of cash, cash
equivalents, qualifying investments and mortgage-backed securities and interest
receivable on investments and mortgage-backed securities that would qualify
except for the maturity dates, to the sum of total deposits less any share loans
on deposits, averaged 36.4% for the quarter ended September 30, 2002, as
compared to 31.1% for the quarter ended September 30, 2001. At September 30,
2002, the Savings Bank's "liquid" assets totaled approximately $14.9 million,
which was $13.9 million in excess of the current OTS minimum requirement.

     The Savings Bank's liquidity, represented by cash and cash equivalents, is
a product of its operating, investing and financing activities. The Savings
Bank's primary sources of funds are deposits, prepayments and maturities of
outstanding loans and mortgage-backed securities, maturities of short-term
investments, and funds

                                         36
<Page>

provided from operations. While scheduled loan and mortgage-backed securities
amortization and maturing short-term investments are relatively predictable
sources of funds, deposit flows and loan prepayments are greatly influenced by
general interest rates, economic conditions and competition. The Savings Bank
generates cash through its retail deposits and, to the extent deemed necessary,
has utilized borrowings from the FHLB of Cincinnati. Outstanding advances
totaled $9.6 million at September 30, 2002.

     Liquidity management is both a daily and long-term function of business
management. The Savings Bank uses its sources of funds primarily to meet its
ongoing commitments, to pay maturing savings certificates and savings
withdrawals, fund loan commitments and maintain a portfolio of mortgage-backed
and investment securities. At September 30, 2002, the total approved loan
commitments and unused lines of credit outstanding amounted to $1.5 million.
Certificates of deposit scheduled to mature in one year or less at September 30,
2002 totaled $22.0 million. The Company believes that it has adequate resources
to fund all of its commitments and that it could either adjust the rate of
certificates of deposit in order to retain deposits in changing interest rate
environments or replace such deposits with borrowings if it proved to be
cost-effective to do so.

     At September 30, 2002, the Savings Bank had regulatory capital which was
well in excess of applicable limits. At September 30, 2002, the Savings Bank was
required to maintain tangible capital of 1.5% of adjusted total assets, core
capital of 4.0% of adjusted total assets and risk-based capital of 8.0% of
adjusted risk-weighted assets. At September 30, 2002, the Savings Bank's
tangible capital was $7.8 million or 11.5% of adjusted total assets, core
capital was $7.8 million or 11.5% of adjusted total assets and risk-based
capital was $8.1 million or 21.3% of adjusted risk-weighted assets, exceeding
the requirements by $6.8 million, $5.1 million and $5.1 million, respectively.

     The Company, as a separately incorporated holding company, has no
significant operations other than serving as sole stockholder of the Savings
Bank. On an unconsolidated basis, the Company has no paid employees. The
Company's assets consist of its investment in the Savings Bank, the Company's
loan to the ESOP and the net proceeds retained from the Conversion, and its
sources of income consist primarily of earnings from the investment of such
funds as well as any dividends from the Savings Bank. The only significant
expenses incurred by the Company relate to its reporting obligations under
federal securities laws and related expenses as a publicly traded company. The
Company retained 50% of the net Conversion proceeds, and management believes
that the Company will have adequate liquidity available to respond to liquidity
demands.

     Any future cash dividends will be based on a percentage of the Company's
consolidated earnings and should not have a significant impact on its liquidity.
In addition, the Company also has the ability to obtain dividends from the
Savings Bank.

RECENT ACCOUNTING PRONOUNCEMENTS

ACQUISITIONS OF CERTAIN FINANCIAL INSTITUTIONS. In October 2002, the Financial
Accounting Standards Board (FASB) issued SFAS No. 147, Acquisitions of Certain
Financial Institutions, which amends SFAS's No. 72 and No. 144 and
Interpretation No. 9. This Statement removes acquisitions of financial
institutions from the scope of both Statement 72 and Interpretation No. 9 and
requires that those transactions be accounted for in accordance with FSAS
No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible
Assets. The amendment to SFAS No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets, now includes in its scope long-term customer-relationship
intangible assets of financial institutions such as depositor and
depositor-relationship intangible assets and credit cardholder intangible
assets. This Statement is effective for acquisitions occurring on or after
October 1, 2002.

BUSINESS COMBINATIONS. In June 2001, the Financial Accounting Standards Board
(FASB) issued SFAS 141, Business Combinations, which replaces APB Opinion 16.
SFAS 141 requires all business combinations to be

                                       37
<Page>

accounted for by the purchase method and eliminates the pooling-of-interests
method of accounting for business combinations initiated after June 30, 2001.

While SFAS 141 will affect how future business combinations, if undertaken, are
accounted for and disclosed in the financial statements, the issuance of the new
guidance had no effect of the Company's results of operations, financial
position, or liquidity during 2002.

GOODWILL AND OTHER INTANGIBLE ASSETS. In conjunction with the issuance of the
new guidance for business combinations, the FASB also issued SFAS 142,
Goodwill and Other Intangible Assets, which addressed the accounting and
reporting for acquired goodwill and other intangible assets and supersedes
APB Opinion 17.

Under the provisions of SFAS 142, goodwill and certain other intangible assets,
which do not possess finite useful lives, will no longer be amortized into net
income over an estimated life but rather will be tested at least annually for
impairment based on specific guidance provided in the new standard. Intangible
assets determined to have finite lives will continue to be amortized over their
estimated useful lives and also continue to be subject to impairment testing.

The Company is currently evaluating the provisions of the above accounting
pronouncements as they relate to its October 4, 2002 acquisition of Lincoln
Savings and Loan Association (see Note 25 to the consolidated financial
statements).

IMPACT OF INFLATION AND CHANGING PRICES

     The Consolidated Financial Statements of the Company and related notes
presented herein have been prepared in accordance with generally accepted
accounting principles which require the measurement of financial position and
operating results in terms of historical dollars, without considering changes in
the relative purchasing power of money over time due to inflation.

     Unlike most industrial companies, substantially all of the assets and
liabilities of a financial institution are monetary in nature. As a result,
interest rates have a more significant impact on a financial institution's
performance than the effects of general levels of inflation. Interest rates do
not necessarily move in the same direction or in the same magnitude as the price
of goods and services, since such prices are affected by inflation to a larger
extent than interest rates. In the current interest rate environment, liquidity
and the maturity structure of the Savings Bank's assets and liabilities are
critical to the maintenance of acceptable performance levels.

CRITICAL ACCOUNTING POLICIES

     The Company considers its Allowance for Loan Losses Policy as a policy
critical to the sound operations of the Savings Bank. The Savings Bank provides
for loan losses each period to include both (a) an estimate of the amount of
loan losses which occurred during the period and (b) the ongoing adjustment of
prior estimates of losses occurring in prior periods. The provision for loan
losses increases the allowance for loan losses which is netted against loans in
the consolidated balance sheet. As losses are determined, they are written off
against the allowance. Recoveries of amounts previously written off and added
back to the allowance. Further information regarding the Company's provision and
allowance for loan losses can be found in Notes 1 and 4 to its September 30,
2002 consolidated financial statements.

                                       38

<page>

ITEM 7. FINANCIAL STATEMENTS.

                 [Kelley, Galloway & Company, PSC Letterhead]

                          INDEPENDENT AUDITOR'S REPORT

To the Stockholders and
  Board of Directors
First Federal Financial Bancorp, Inc.
Ironton, Ohio 45638

We have audited the accompanying consolidated balance sheets of First Federal
Financial Bancorp, Inc. and subsidiary as of September 30, 2002 and 2001, and
the related consolidated statements of income, changes in stockholders' equity
and cash flows for the years ended September 30, 2002, 2001 and 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of First
Federal Financial Bancorp, Inc. and subsidiary as of September 30, 2002 and
2001, and the results of their operations and their cash flows for the years
ended September 30, 2002, 2001 and 2000, in conformity with accounting
principles generally accepted in the United States of America.

/s/ Kelley, Galloway & Company, PSC
Ashland, Kentucky
October 25, 2002

                                       39

<Page>

              FIRST FEDERAL FINANCIAL BANCORP, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

                           SEPTEMBER 30, 2002 AND 2001

<Table>
<Caption>
                                                                                    2002            2001
                                                                                ------------    ------------
<S>                                                                             <C>             <C>
                                     ASSETS

CASH AND CASH EQUIVALENTS, including interest-bearing
  deposits of $2,279,677 and $1,827,221, respectively                           $  2,669,467    $  2,196,367

INVESTMENT SECURITIES HELD TO MATURITY, approximate
  market value of $4,968,189 and $2,947,593, respectively                          4,878,630       2,879,973

INVESTMENT SECURITIES AVAILABLE FOR SALE,
  at approximate market value                                                        754,656         659,023

LOANS RECEIVABLE, less allowance for loan losses of
  $293,134 and $247,674, respectively                                             49,706,792      52,274,784

MORTGAGE-BACKED SECURITIES HELD TO MATURITY,
  approximate market value of $3,387,820 and
  $4,299,156, respectively                                                         3,378,557       4,296,086

MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE,
  at approximate market value                                                      5,440,200       6,203,315

ACCRUED INTEREST RECEIVABLE                                                          370,275         397,696

FORECLOSED REAL ESTATE                                                                38,747         310,593

OFFICE PROPERTIES AND EQUIPMENT                                                    1,604,557       1,667,884

OTHER ASSETS                                                                         125,050         100,360
                                                                                ------------    ------------

                                                                                $ 68,966,931    $ 70,986,081
                                                                                ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

DEPOSITS                                                                        $ 49,750,208    $ 51,115,536

ADVANCES FROM FEDERAL HOME LOAN BANK                                               9,611,711      10,837,289

ACCRUED INCOME TAXES PAYABLE:
  Current                                                                            118,262         (35,975)
  Deferred                                                                           142,546         130,505

ACCRUED INTEREST PAYABLE                                                              44,300          47,879

OTHER LIABILITIES                                                                    176,569         180,597
                                                                                ------------    ------------
          Total liabilities                                                       59,843,596      62,275,831
                                                                                ------------    ------------

COMMITMENTS AND CONTINGENCIES (Note 16)

STOCKHOLDERS' EQUITY:
 Common stock, $.01 par value, 1,000,000 shares
   authorized; 461,622 and 447,137
   shares, respectively, issued and outstanding                                        4,616           4,471
 Employee benefit plans                                                             (590,721)       (371,793)
 Additional paid-in capital                                                        4,409,534       4,254,063
 Retained earnings-substantially restricted                                        5,246,558       4,792,222
 Accumulated other comprehensive income                                               53,348          31,287
                                                                                ------------    ------------
          Total stockholders' equity                                               9,123,335       8,710,250
                                                                                ------------    ------------

                                                                                $ 68,966,931    $ 70,986,081
                                                                                ============    ============
</Table>

           The accompanying notes to consolidated financial statements
           are an integral part of these consolidated balance sheets.


                                       40

<Page>

              FIRST FEDERAL FINANCIAL BANCORP, INC. AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME

              FOR THE YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000

<Table>
<Caption>
                                                                           2002            2001           2000
                                                                       ------------    ------------   ------------
<S>                                                                    <C>             <C>            <C>
INTEREST INCOME:
  Loans receivable -
      First mortgage loans                                             $  3,597,781    $  3,844,648   $  3,659,298
      Consumer and other loans                                              328,455         375,300        326,594
  Mortgage-backed and related securities                                    434,453         566,333        539,745
  Investment securities                                                     238,425         167,323        173,858
  Other interest-earning assets                                              26,272          66,001         48,179
                                                                       ------------    ------------   ------------

        Total interest income                                             4,625,386       5,019,605      4,747,674
                                                                       ------------    ------------   ------------

INTEREST EXPENSE:
  Interest-bearing checking                                                  20,502          21,525         22,531
  Passbook savings                                                          246,560         233,314        241,533
  Certificates of deposit                                                 1,653,671       2,313,571      2,025,630
  Advances from Federal Home Loan Bank                                      441,327         597,758        583,420
                                                                       ------------    ------------   ------------

        Total interest expense                                            2,362,060       3,166,168      2,873,114
                                                                       ------------    ------------   ------------

        Net interest income                                               2,263,326       1,853,437      1,874,560

PROVISION FOR LOAN LOSSES                                                    81,000          55,000         22,500
                                                                       ------------    ------------   ------------

        Net interest income after provision for loan losses               2,182,326       1,798,437      1,852,060
                                                                       ------------    ------------   ------------

NON-INTEREST INCOME:
  Service charges on deposits                                                58,776          51,411         54,372
  Other service charges, commissions and fees                                63,934          57,975         43,013
  Gains (losses) on foreclosed real estate                                  (12,679)          9,101         11,112
  Securities losses                                                               -               -        (12,873)
  Other                                                                      13,971           9,268         10,644
                                                                       ------------    ------------   ------------

        Total non-interest income                                           124,002         127,755        106,268
                                                                       ------------    ------------   ------------

NON-INTEREST EXPENSE:
  Compensation and benefits                                                 677,048         620,693        586,911
  Occupancy and equipment                                                   145,846         140,750        136,376
  SAIF deposit insurance premiums                                             9,003           9,282         14,612
  Directors' fees and expenses                                               91,459          96,694         91,904
  Franchise taxes                                                           101,890         125,671        131,297
  Data processing                                                           140,135         134,859        130,948
  Advertising                                                                71,683          84,168         76,971
  Professional services                                                     122,021         144,639        118,666
  Other                                                                     196,333         179,838        152,945
                                                                       ------------    ------------   ------------

        Total non-interest expense                                        1,555,418       1,536,594      1,440,630
                                                                       ------------    ------------   ------------

INCOME BEFORE PROVISION FOR INCOME TAXES                                    750,910         389,598        517,698
                                                                       ------------    ------------   ------------

PROVISION FOR INCOME TAXES:
  Current                                                                   249,862          96,349        155,720
  Deferred                                                                   (1,358)         25,637          5,866
                                                                       ------------    ------------   ------------

        Total provision for income taxes                                    248,504         121,986        161,586
                                                                       ------------    ------------   ------------

NET INCOME                                                             $    502,406    $    267,612   $    356,112
                                                                       ============    ============   ============

EARNINGS PER SHARE:
   BASIC                                                               $       1.17    $        .61   $        .70
                                                                       ============    ============   ============
   DILUTED                                                             $       1.15    $        .61   $        .70
                                                                       ============    ============   ============
</Table>

           The accompanying notes to consolidated financial statements
             are an integral part of these consolidated statements.

                                     41
<Page>

              FIRST FEDERAL FINANCIAL BANCORP, INC. AND SUBSIDIARY

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

              FOR THE YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000

<Table>
<Caption>
                                                                                          Retained      Accumulated
                                                              Employee    Additional      Earnings-        Other         Total
                                                Common        Benefit       Paid-in     Substantially  Comprehensive  Stockholders'
                                                Stock          Plans        Capital      Restricted    Income (Loss)     Equity
                                              -----------   -----------   -----------   -------------  -------------  -------------
<S>                                           <C>           <C>           <C>           <C>            <C>            <C>
BALANCES, September 30, 1999                  $     5,516   $  (549,531)  $ 5,227,406   $   4,658,872  $     (59,178) $   9,283,085
COMPREHENSIVE INCOME:
  Net income, 2000                                      -             -             -         356,112              -        356,112
  Other comprehensive income, net of tax:
    Change in unrealized loss on investments
    available for sale, net of tax of $39,298           -             -             -               -        (80,319)       (80,319)
    Add reclassification adjustment                     -             -             -               -          8,496          8,496
                                                                                                                      -------------

TOTAL COMPREHENSIVE INCOME                              -             -             -               -              -        284,289

ESOP SHARES RELEASED, 4,955
 shares; $9.40 average fair market value                -        49,550        (2,948)              -              -         46,602

RRP SHARES AMORTIZED, 3,270 shares                      -        38,422             -               -              -         38,422

DIVIDENDS PAID ($.28 per share)                         -         5,550           134        (141,612)             -       (135,928)

PURCHASE OF 21,705 TREASURY SHARES                   (217)            -      (202,725)        (27,246)             -       (230,188)
                                              -----------   -----------   -----------   -------------  -------------  -------------

BALANCES, September 30, 2000                        5,299      (456,009)    5,021,867       4,846,126       (131,001)     9,286,282

COMPREHENSIVE INCOME:
  Net income, 2001                                      -             -             -         267,612              -        267,612
  Other comprehensive income, net of tax:
    Change in unrealized loss on investments
    available for sale, net of tax of $81,570           -             -             -               -        162,288        162,288
                                                                                                                      -------------

TOTAL COMPREHENSIVE INCOME                              -             -             -               -              -        429,900

ESOP SHARES RELEASED, 4,613
  shares; $11.28 average fair market value              -        46,130         5,921               -              -         52,051

RRP SHARES AMORTIZED, 2,891 shares                      -        33,966             -               -              -         33,966

DIVIDENDS PAID ($.28 per share)                         -         4,120        (1,033)       (122,398)             -       (119,311)

PURCHASE OF 82,755 TREASURY SHARES                   (828)            -      (772,692)       (199,118)             -       (972,638)
                                              -----------   -----------   -----------   -------------  -------------  -------------

BALANCES, September 30, 2001                        4,471      (371,793)    4,254,063       4,792,222         31,287      8,710,250
</Table>

                                   (continued)

                                   42
<Page>

              FIRST FEDERAL FINANCIAL BANCORP, INC. AND SUBSIDIARY

     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CONCLUDED)

              FOR THE YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000

<Table>
<Caption>
                                                                                          Retained      Accumulated
                                                              Employee     Additional     Earnings-        Other          Total
                                                 Common       Benefit       Paid-in     Substantially  Comprehensive  Stockholders'
                                                 Stock         Plans        Capital       Restricted   Income (Loss)     Equity
                                              -----------   -----------   -----------   -------------  -------------  -------------
<S>                                           <C>           <C>           <C>           <C>            <C>            <C>
    COMPREHENSIVE INCOME:

 Net income, 2002                                       -             -             -         502,406              -        502,406
 Other comprehensive income, net of tax:
   Change in unrealized gain on investments
    available for sale, net of tax of $11,365           -             -             -               -         22,061         22,061
                                                                                                                      -------------

TOTAL COMPREHENSIVE INCOME                              -             -             -               -              -        524,467

ESOP SHARES RELEASED, 4,262
 shares; $14.18 average fair market value               -        42,620        17,695               -              -         60,315

RRP SHARES AMORTIZED, 649 shares                        -         7,620             -               -              -          7,620

DIVIDENDS PAID ($.28 per share)                         -         6,711         2,486        (117,248)             -       (108,051)

2002 DIRECTORS STOCK PLAN, 21,996 shares              220      (275,879)      205,443         104,701              -         34,485

PURCHASE OF 7,511 TREASURY SHARES                     (75)            -       (70,153)        (35,523)             -       (105,751)
                                              -----------   -----------   -----------   -------------  -------------  -------------

BALANCES, September 30, 2002                  $     4,616   $  (590,721)  $ 4,409,534   $   5,246,558  $      53,348  $   9,123,335
                                              ===========   ===========   ===========   =============  =============  =============
</Table>

           The accompanying notes to consolidated financial statements
             are an integral part of these consolidated statements.

                                     43
<Page>

              FIRST FEDERAL FINANCIAL BANCORP, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

              FOR THE YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000

<Table>
<Caption>
                                                                                 2002              2001             2000
                                                                              -----------      -----------      -----------
<S>                                                                           <C>              <C>              <C>
OPERATING ACTIVITIES:

    Net income                                                                $   502,406      $   267,612      $   356,112
    Adjustments to reconcile net income
      to net cash provided by operating
      activities -
    Securities losses                                                                   -                -           12,873
    Losses (gains) on foreclosed real estate                                       12,679           (9,101)         (11,112)
    Provision for loan losses                                                      81,000           55,000           22,500
        Depreciation                                                               79,991           78,457           78,343
        FHLB stock dividends                                                      (32,300)         (44,800)         (40,300)
        RRP compensation                                                           42,105           33,966           38,422
        Amortization and accretion, net                                           (32,643)             562           25,560
        ESOP compensation                                                          60,315           52,051           46,602
    Change in -
        Accrued interest receivable                                                27,421          (17,252)         (42,834)
        Other assets                                                              (24,690)         (12,002)           6,049
        Current income taxes                                                      154,237          (55,122)           6,756
        Deferred income taxes                                                      (1,358)          25,609            5,866
        Accrued interest payable                                                   (3,579)         (16,847)          27,711
        Other liabilities                                                          (4,028)          10,620           10,500
                                                                              -----------      -----------      -----------
            Net cash provided by operating activities                             861,556          368,753          543,048
                                                                              -----------      -----------      -----------

INVESTING ACTIVITIES:
    Net (increase) decrease in loans                                            2,379,600          712,510       (3,756,900)
    Proceeds from maturities and calls of
      investment securities held to maturity                                    3,025,000          700,000          440,000
    Purchases of investment securities
      held to maturity                                                         (4,995,000)      (1,348,125)        (245,547)
    Proceeds from sales, calls and maturities of
      investment securities available for sale                                    655,000          350,000          436,930
    Purchases of investment securities
      available for sale                                                         (750,000)        (655,000)               -
    Principal collected on mortgage-backed
      securities held to maturity                                                 909,150          664,249          542,767
    Purchases of mortgage-backed
      securities held to maturity                                                       -       (1,090,678)               -
    Principal collected on mortgage-backed
      securities available for sale                                             2,582,876          354,293          177,230
    Purchases of mortgage-backed
      securities available for sale                                            (1,740,269)      (1,906,555)               -
    Purchases of FHLB stock                                                             -           (5,300)         (17,100)
    Purchases of office properties
      and equipment                                                               (24,764)         (35,622)         (29,011)
    Proceeds from sale of land                                                      8,100                -                -
    Proceeds from sales of foreclosed
      real estate                                                                 366,559           73,503           76,730
                                                                              -----------      -----------      -----------

            Net cash provided by (used for) investing activities                2,416,252       (2,186,725)      (2,374,901)
                                                                              -----------      -----------      -----------
</Table>

                                   (continued)

                                       44
<Page>

              FIRST FEDERAL FINANCIAL BANCORP, INC. AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONCLUDED)

              FOR THE YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000

<Table>
<Caption>
                                                                               2002              2001              2000
                                                                           ------------      ------------      ------------
<S>                                                                        <C>               <C>               <C>
FINANCING ACTIVITIES:
    Dividends paid                                                             (108,051)         (119,311)         (135,928)
    Purchase of treasury shares                                                (105,751)         (972,638)         (230,188)
    Proceeds from FHLB advances                                               3,600,000         6,275,000        19,575,000
    Principal paid on FHLB advances                                          (4,825,578)       (7,128,010)      (15,730,570)
    Net increase (decrease) in deposits                                      (1,365,328)        4,749,767        (1,377,681)
                                                                           ------------      ------------      ------------

            Net cash provided by (used for) financing activities             (2,804,708)        2,804,808         2,100,633
                                                                           ------------      ------------      ------------

INCREASE IN CASH
 AND CASH EQUIVALENTS                                                           473,100           986,836           268,780

CASH AND CASH EQUIVALENTS, beginning of year                                  2,196,367         1,209,531           940,751
                                                                           ------------      ------------      ------------

CASH AND CASH EQUIVALENTS, end of year                                     $  2,669,467      $  2,196,367      $  1,209,531
                                                                           ============      ============      ============

NONCASH INVESTING ACTIVITIES:
    Loans taken into foreclosed real estate                                $    107,392      $    374,995      $     13,806
    Unrealized holding gain (loss) on securities
      available for sale                                                   $     33,426      $    243,858      $   (108,823)

SUPPLEMENTAL DISCLOSURES:
    Federal income taxes paid                                              $     95,625      $    151,497      $    148,966

    Interest paid                                                          $  2,365,639      $  3,183,015      $  2,845,403
</Table>

           The accompanying notes to consolidated financial statements
             are an integral part of these consolidated statements.

                                        45

<Page>

              FIRST FEDERAL FINANCIAL BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              FOR THE YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

          First Federal Financial Bancorp, Inc. (the "Company") was incorporated
under Delaware law in February 1996 by First Federal Savings and Loan
Association of Ironton (the "Association") in connection with the conversion of
the Association from a federally-chartered mutual savings and loan association
to a federally-chartered stock savings bank to be known as "First Federal
Savings Bank of Ironton" (the "Bank") and the issuance of the Bank's common
stock to the Company and the offer and sale of the Company's common stock by the
Company to the members of the public, the Association's Board of Directors, its
management, and the First Federal Financial Bancorp, Inc. Employee Stock
Ownership Plan (the "ESOP") (the "Conversion").

          As part of the Conversion, the Company issued 671,783 shares of its
common stock. Total proceeds of $6,717,830 were reduced by $537,600 for shares
to be purchased by the ESOP and by approximately $432,000 for conversion
expenses. As a result of the Conversion, the Company contributed approximately
$3,145,000 of additional capital to the Bank and retained the balance of the
proceeds.

          The Company's principal business is conducted through the Bank which
conducts business from its main office located in Ironton, Ohio, and one
full-service branch located in Proctorville, Ohio. The Bank's deposits are
insured by the Savings Association Insurance Fund ("SAIF") to the maximum extent
permitted by law. The Bank is subject to examination and comprehensive
regulation by the Office of Thrift Supervision ("OTS"), which is the Bank's
chartering authority and primary regulator. The Bank is also subject to
regulation by the Federal Deposit Insurance Corporation ("FDIC"), as the
administrator of the SAIF, and to certain reserve requirements established by
the Federal Reserve Board ("FRB"). The Bank is a member of the Federal Home Loan
Bank of Cincinnati ("FHLB").

PRINCIPLES OF CONSOLIDATION

          The consolidated financial statements at September 30, 2002 and 2001,
and for the years ended September 30, 2002, 2001 and 2000, include the accounts
of the Company and the Bank. All significant intercompany transactions and
balances have been eliminated in consolidation. The accompanying financial
statements have been prepared on the accrual basis.

USE OF ESTIMATES

          The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.

                                       46
<Page>

          Material estimates that are particularly susceptible to significant
change in the near-term relate to the determination of the allowance for loan
losses, and the effect of prepayments on premiums and discounts associated with
investments and mortgage-backed securities. Management believes that the
allowance for loan losses and the effect of prepayments on premiums and
discounts associated with investments and mortgage-backed securities have been
adequately evaluated. Various regulatory agencies, as an integral part of their
examination process, periodically review the Bank's allowance for loan losses
and valuations of foreclosed real estate. Such agencies may require the Bank to
recognize additions to the allowance or adjustments to the valuations based on
their judgments about information available to them at the time of their
examination.

CASH AND CASH EQUIVALENTS

          For purposes of the statement of cash flows, cash and cash equivalents
include cash and interest bearing deposits in other financial institutions. The
Company and Bank maintain cash deposits in other depository institutions which
occasionally exceed the amount of deposit insurance available. Management
periodically assesses the financial condition of these institutions.

          Federal regulations require the maintenance of certain daily reserve
balances. Based upon the regulatory calculation, the Bank's reserve requirements
at September 30, 2002 and 2001 were $-0-. However, aggregate reserves (in the
form of vault cash) are maintained to satisfy federal regulatory requirements
should they be needed.

INVESTMENTS AND MORTGAGE-BACKED SECURITIES

          Investment securities and mortgage-backed securities held to maturity
are carried at amortized cost, based upon management's intent and their ability
to hold such securities to maturity. Adjustments for premiums and discounts are
recognized in interest income using the interest method over the period to
maturity.

          Equity securities that are nonmarketable and restricted are carried at
cost. The Bank is required to maintain stock in the Federal Home Loan Bank of
Cincinnati in an amount equal to 1% of mortgage related assets (residential
mortgages and mortgage-backed securities) or 0.3% of the Bank's total assets at
December 31 of each year. Such stock is carried at cost.

          Investment securities and mortgage-backed securities available for
sale are stated at approximate market value, adjusted for amortization of
premiums and accretion of discounts using the interest method. Unrealized gains
and losses on such securities are reported as a separate component of
stockholders' equity.

          Realized gains and losses on sales of investment securities and
mortgage-backed securities are recognized in the statements of income using the
specific identification method.

LOANS RECEIVABLE

          Loans receivable are stated at unpaid principal balances, less the
allowance for loan losses, and net deferred loan origination fees and costs.

          It is the policy of the Bank to provide a valuation allowance for
estimated losses on loans when a significant and probable decline in value
occurs. The allowance for loan losses is increased by charges to income and
decreased by charge-offs (net of recoveries). Management's periodic evaluation
of the adequacy of the allowance is based on the Bank's past loan loss
experience, known and inherent risks in the portfolio,


                                       47
<Page>

adverse situations that may affect the borrower's ability to repay, the
estimated value of any underlying collateral, and current economic conditions.

          Loans are placed on non-accrual when a loan is specifically determined
to be impaired or when principal and interest is delinquent for 90 days or more.
Any unpaid interest previously accrued on those loans is reversed from income.
Interest income generally is not recognized on specific impaired loans unless
the likelihood of further loss is remote. Interest payments received on such
loans are applied as a reduction of the loan principal balance. Interest income
on other non-accrual loans is recognized only to the extent of the interest
payments received.

          Unearned income on certain installment loans, home improvement loans
and automobile loans is amortized over the term of the loans using the Rule of
78's methods.

FORECLOSED REAL ESTATE

          At the time of foreclosure, foreclosed real estate is recorded at the
lower of the Bank's cost or the asset's fair value, less estimated costs to
sell, which becomes the property's new basis. Any write-downs based on the
asset's fair value at date of acquisition are charged to the allowance for loan
losses. Costs incurred in maintaining foreclosed real estate and subsequent
write-downs to reflect declines in the fair value of the property are included
in expenses.

INCOME TAXES

          Deferred income taxes are recognized for temporary differences between
transactions recognized for financial reporting purposes and income tax
purposes. Income taxes are accounted for in accordance with the provisions of
Statement of Financial Accounting Standards No. 109.

OFFICE PROPERTIES AND EQUIPMENT

          Office properties and equipment accounts are stated at cost.
Expenditures which increase values or extend useful lives of the respective
assets are capitalized, whereas expenditures for maintenance and repairs are
charged to expense as incurred.

DEPRECIATION

          The Bank computes depreciation generally on the straight-line method.
The estimated useful lives used to compute depreciation are:

<Table>
<Caption>
                                                                 Years
                                                                 -----
                <S>                                              <C>
                Buildings and improvements                       20-50
                Furniture, fixtures and equipment                 5-10
                Automobile                                           5
</Table>

EARNINGS PER SHARE

          Basic earnings per share is computed using the weighted average number
of outstanding common shares outstanding during each period. For diluted
earnings per share, the average number of stock options outstanding is included.
Shares which have not been committed to be released to the ESOP are not
considered to be outstanding for purposes of calculating earnings per share.


                                     48
<Page>


RECLASSIFICATIONS

          Certain reclassifications have been made to the 2001 and 2000
financial statements to conform to the 2002 financial statement presentation.
These reclassifications had no effect on net income.

FAIR VALUES OF FINANCIAL INSTRUMENTS

          Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments" requires disclosure of fair value
information about financial instruments, whether or not recognized in the
balance sheet. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation techniques.
Those techniques are significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows. In that regard, the
derived fair value estimates cannot be substantiated by comparison to
independent markets and, in many cases, could not be realized in immediate
settlement of the instruments. SFAS No. 107 excludes certain financial
instruments and all nonfinancial instruments from its disclosure requirements.
Accordingly, the aggregate fair value amounts presented do not represent the
underlying value of the Company.

          The following methods and assumptions were used in estimating fair
value disclosures for financial instruments:

          Cash and cash equivalents: The carrying amount reported in the
consolidated balance sheet for cash and cash equivalents approximates fair
value.

          Investment securities and mortgage-backed securities: Fair values for
investment securities and mortgage-backed securities are based on quoted market
prices, where available. If quoted market prices are not available, fair values
are based on quoted market prices of comparable instruments.

          Loans receivable: For variable-rate loans that reprice frequently and
with no significant change in credit risk, fair values are based on carrying
amounts. The fair values for other loans (for example, fixed rate mortgage
loans) are estimated using discounted cash flow analysis, based on interest
rates currently being offered for loans with similar terms to borrowers of
similar credit quality. Loan fair value estimates include judgments regarding
future expected loss experience and risk characteristics. The carrying amount of
accrued interest receivable approximates fair value.

          Deposits: The fair values disclosed for demand and passbook accounts
are, by definition, equal to the amount payable on demand at the reporting date
(that is their carrying amounts). The fair values for certificates of deposit
are considered to approximate carrying value if they have original maturities of
two years or less. For other certificates of deposit, fair values are estimated
using a discounted cash flow calculation that applies interest rates currently
being offered to a schedule of aggregated contractual maturities on such
deposits. The carrying amount of accrued interest payable approximates fair
value.

          Advances from Federal Home Loan Bank: Due to the short-term maturities
and/or variable interest rates, the advances from the Federal Home Loan Bank
carrying value approximates fair value.


                                       49
<Page>

ACCUMULATED OTHER COMPREHENSIVE INCOME

          The Company's other comprehensive income consists of unrealized
securities gains and losses on investment securities classified as available for
sale. In accordance with Financial Accounting Standards Board Statement No. 130,
"Reporting Comprehensive Income", changes in these unrealized gains and losses
are reported, net of tax, as a separate component of stockholders' equity.

(2)  INVESTMENT SECURITIES HELD TO MATURITY

          Investment securities held to maturity consist of the following:

<Table>
<Caption>
                                                                        September 30, 2002
                                                 --------------------------------------------------------------------
                                                                        Gross           Gross
                                                    Carrying          Unrealized      Unrealized          Market
                                                      Value             Gains           Losses            Value
                                                 --------------     ------------     -------------    ---------------
<S>                                              <C>                <C>              <C>              <C>
U.S. Government agency
  securities                                     $    3,416,079     $     58,614     $       3,788    $     3,470,905
Obligations of states and
  political subdivisions                                781,351           34,733                 -            816,084
                                                 --------------     ------------     -------------    ---------------
                                                      4,197,430           93,347             3,788          4,286,989
Restricted Equity Securities:
  Stock in FHLB, at cost                                681,200                -                 -            681,200
                                                 --------------     ------------     -------------    ---------------
                                                 $    4,878,630     $     93,347     $       3,788    $     4,968,189
                                                 ==============     ============     =============    ===============

<Caption>
                                                                        September 30, 2001
                                                 --------------------------------------------------------------------
                                                                        Gross           Gross
                                                    Carrying          Unrealized      Unrealized          Market
                                                      Value             Gains           Losses            Value
                                                 --------------     ------------     -------------    ---------------
<S>                                              <C>                <C>              <C>              <C>
U.S. Government agency
  securities                                     $    1,348,223     $     27,935      $          -    $     1,376,158
Obligations of states and
  political subdivisions                                882,850           39,685                 -            922,535
                                                 --------------     ------------      ------------    ---------------
                                                      2,231,073           67,620                 -          2,298,693
Restricted Equity Securities:
  Stock in FHLB, at cost                                648,900                -                 -            648,900
                                                 --------------     ------------      ------------    ---------------
                                                 $    2,879,973     $     67,620      $          -    $     2,947,593
                                                 ==============     ============      ============    ===============
</Table>

          The amortized cost and estimated market value of investment securities
held to maturity at September 30, 2002, by contractual maturity are shown below.
Expected maturities will differ from contractual maturities because borrowers
may have the right to call or prepay obligations without call or prepayment
penalties.

<Table>
<Caption>
                                                                                       Estimated
                                                                 Amortized               Market
                                                                   Cost                  Value
                                                              --------------         -------------
       <S>                                                    <C>                    <C>
       Due in one year or less                                $      400,175         $     404,025
       Due after one year through five years                         865,874               888,859
       Due after five years through ten years                      2,691,128             2,735,617
       Due after ten years                                           921,453               939,688
                                                              --------------         -------------
                                                              $    4,878,630         $   4,968,189
                                                              ==============         =============
</Table>

          At September 30, 2002 and 2001, investment securities with a carrying
value of $560,000 were pledged to secure public deposits.

          There were no sales of investment securities held to maturity during
the years ended September 30, 2002, 2001 and 2000.

                                       50

<Page>

(3)  INVESTMENT SECURITIES AVAILABLE FOR SALE

          Investment securities available for sale consist of the following:

<Table>
<Caption>
                                                        September 30, 2002
                                -----------------------------------------------------------------------
                                                       Gross              Gross             Carrying
                                  Amortized         Unrealized          Unrealized          (Market)
                                    Cost               Gains              Losses             Value
                                --------------      ----------         -----------       --------------
     <S>                        <C>                 <C>                <C>               <C>
     U.S. Government
       agency securities        $      750,467      $    4,189         $         -       $      754,656
                                ==============      ==========         ===========       ==============

<Caption>
                                                        September 30, 2002
                                -----------------------------------------------------------------------
                                                      Gross              Gross             Carrying
                                  Amortized         Unrealized         Unrealized          (Market)
                                    Cost              Gains              Losses              Value
                                --------------      ----------         -----------       --------------
     <S>                        <C>                 <C>                <C>               <C>
     U.S. Government
       agency securities        $      655,000      $    4,023         $         -       $      659,023
                                ==============      ==========         ===========       ==============
</Table>

          The amortized cost and estimated market value of investment securities
available for sale at September 30, 2002, by contractual maturity are shown
below. Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations without call or
prepayment penalties.

<Table>
<Caption>
                                                                                                 Carrying
                                                                          Amortized              (Market)
                                                                            Cost                  Value
                                                                       ---------------        --------------
     <S>                                                               <C>                    <C>
     Due after one year through five years                             $       251,560        $      254,298
     Due after five years through ten years                                    498,907               500,358
                                                                       ---------------        --------------
                                                                       $       750,467        $      754,656
                                                                       ===============        ==============
</Table>

          Gross realized losses from sales of investment securities available
for sale were $12,873 for the year ended September 30, 2000. There were no sales
of investment securities available for sale during the years ended September 30,
2002 and 2001.

                                       51

<Page>

(4)  LOANS RECEIVABLE

          Loans receivable at September 30 are summarized as follows:

<Table>
<Caption>
                                                                            2002                2001
                                                                       --------------      --------------
     <S>                                                               <C>                 <C>
     Real estate loans:
      Single family residential                                        $   37,880,207      $   41,068,744
      Multi-family residential                                              3,882,734           2,739,089
      Commercial real estate                                                4,816,089           5,088,393
                                                                       --------------      --------------
             Total real estate loans                                       46,579,030          48,896,226
                                                                       --------------      --------------
     Consumer and other loans:
      Loans secured by deposit accounts                                       607,122             655,806
      Home improvement                                                        191,567             236,308
      Automobile                                                              964,178           1,002,220
      Home equity                                                             428,472             478,374
      Other                                                                 1,631,478           1,732,678
                                                                       --------------      --------------
             Total consumer and other loans                                 3,822,817           4,105,386
                                                                       --------------      --------------
</Table>



<Table>
      <S>                                                              <C>                 <C>
             Total loans                                                   50,401,847          53,001,612
      Less:
       Unearned interest                                                     (120,837)           (209,016)
       Loans in process                                                      (130,994)           (111,116)
       Deferred loan fees and costs                                          (150,090)           (159,022)
       Allowance for loan losses                                             (293,134)           (247,674)
                                                                       --------------      --------------

      Loans receivable, net                                            $   49,706,792      $   52,274,784
                                                                       ==============      ==============

      Weighted average interest rate                                             7.41%               7.86%
                                                                       ==============      ==============
</Table>

          Activity in the allowance for loan losses is summarized as follows for
the years ended September 30:

<Table>
<Caption>
                                                       2002                2001                2000
                                                   -------------      --------------      --------------
      <S>                                          <C>                <C>                 <C>
      Balance, beginning of year                   $     247,674      $      296,822      $      292,500
      Provision charged to expense                        81,000              55,000              22,500
      Loans charged off                                  (40,595)           (105,698)            (24,491)
      Loans recovered                                      5,055               1,550               6,313
                                                   -------------      --------------      --------------

      Balance, end of year                         $     293,134      $      247,674      $      296,822
                                                   =============      ==============      ==============
</Table>

          Loans on which the accrual of interest had been discontinued or
reduced and for which impairment had not been recognized totaled approximately
$206,000, $204,000 and $206,000, at September 30, 2002, 2001 and 2000,
respectively. Interest income which would have been recognized under the
original terms of these contracts was $10,493, $5,746 and $7,086, respectively.

          The Bank is not committed to lend additional funds to debtors whose
loans are in nonaccrual status.

          The Bank is principally a local lender and, therefore, has a
significant concentration of loans to borrowers who reside in and/or which are
collateralized by real estate located in Lawrence and Scioto County, Ohio, and
Boyd and Greenup County, Kentucky. Employment in these areas is highly
concentrated in the petroleum, iron and steel industries. Therefore, many
debtors' ability to honor their contracts is dependent upon these economic
sectors.

          The aggregate amount of loans by the Bank to its directors and
executive officers, including loans to related persons and entities, was $54,981
and $6,274 at September 30, 2002 and 2001, respectively. Management's opinion is
that these loans compare favorably to other loans made in the ordinary course of
business. An analysis of the activity of loans to directors and executive
officers is as follows:

<Table>
<Caption>
                                                                         Year Ended
                                                                        September 30,
                                                             ----------------------------------
                                                                  2002                2001
                                                             ---------------     --------------
          <S>                                                <C>                 <C>
          Balance, beginning of year                         $         6,274     $      193,868
          New loans advanced                                          50,000                  -
          Repayments                                                  (1,293)          (187,594)
                                                             ---------------     --------------
          Balance, end of year                               $        54,981     $        6,274
                                                             ===============     ==============
</Table>

                                       52

<Page>

(5)  MORTGAGE-BACKED SECURITIES HELD TO MATURITY

          Mortgage-backed securities held to maturity at September 30 consist of
the following:


<Table>
<Caption>
                                                                           2002
                                             ----------------------------------------------------------------
                                                                   Gross          Gross           Estimated
                                                Carrying        Unrealized      Unrealized         Market
                                                 Value             Gains          Losses           Value
                                             --------------     ----------    --------------   --------------
     <S>                                     <C>                <C>           <C>              <C>
     FHLMC Certificates                      $      886,035     $    3,254    $        4,006   $      885,283
     FNMA Certificates                              717,885          5,020             3,557          719,348
     FNMA and FHLMC CMO's                         1,774,637         18,127             9,575        1,783,189
                                             --------------     ----------    --------------   --------------
                                             $    3,378,557     $   26,401    $       17,138   $    3,387,820
                                             ==============     ==========    ==============   ==============

         Weighted average rate                                                          6.28%
                                                                              ==============

<Caption>
                                                                           2001
                                             ----------------------------------------------------------------
                                                                   Gross          Gross           Estimated
                                                Carrying        Unrealized      Unrealized         Market
                                                 Value             Gains          Losses           Value
                                             --------------     ----------    --------------   --------------
     <S>                                     <C>                <C>           <C>              <C>
     FHLMC Certificates                      $    1,160,070    $     2,906    $       12,779  $     1,150,197
     FNMA Certificates                            1,034,456          2,537            21,642        1,015,351
     GNMA Certificates                               15,066          1,770                 -           16,836
     FNMA and FHLMC CMO's                         2,086,494         30,278                 -        2,116,772
                                             --------------    -----------    --------------  ---------------
                                             $    4,296,086     $   37,491    $       34,421   $    4,299,156
                                             ==============     ==========    ==============   ==============

          Weighted average rate                                                         6.25%
                                                                              ==============
</Table>

          There were no sales of mortgage-backed securities held to maturity
during the years ended September 30, 2002, 2001 and 2000.

(6)  MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

          Mortgage-backed securities available for sale at September 30 consist
of the following:

<Table>
<Caption>
                                                                              2002
                                                ----------------------------------------------------------------
                                                                      Gross          Gross            Carring
                                                  Amortized        Unrealized      Unrealized         (Market)
                                                    Cost              Gains          Losses            Value
                                                --------------    -----------    --------------  ---------------
        <S>                                     <C>               <C>            <C>             <C>
        FHLMC Certificates                      $      456,344    $     4,534    $          450  $      460,428
        FNMA Certificates                            1,372,145         26,261               107       1,398,299
        GNMA Certificates                            1,101,802         10,189             1,642       1,110,349
        FNMA and FHLMC CMO's                         2,433,267         61,352            23,495       2,471,124
                                                --------------    -----------    --------------  --------------
                                                $    5,363,558    $   102,336    $       25,694  $    5,440,200
                                                ==============    ===========    ==============  ==============

        Weighted average rate                                                              5.34%
                                                                                 ==============

<Caption>
                                                                              2001
                                                ----------------------------------------------------------------
                                                                      Gross          Gross           Carring
                                                   Amortized       Unrealized      Unrealized        (Market)
                                                     Cost             Gains          Losses           Value
                                                --------------    -----------    --------------  ---------------
        <S>                                     <C>               <C>            <C>             <C>
        FHLMC Certificates                      $      215,495    $         -    $        1,061  $      214,434
        FNMA Certificates                              924,932              -             5,980         918,952
        GNMA Certificates                              515,195          6,994             1,243         520,946
        FNMA and FHLMC CMO's                         4,506,345         50,736             8,098       4,548,983
                                                --------------    -----------    --------------  --------------
                                                $    6,161,967    $    57,730    $       16,382  $    6,203,315
                                                ==============    ===========    ==============  ==============

        Weighted average rate                                                              5.74%
                                                                                 ==============
</Table>

          There were no sales of mortgage-backed securities available for sale
during the years ended September 30, 2002, 2001 or 2000.

                                       53

<Page>

(7)  ACCRUED INTEREST RECEIVABLE

          Accrued interest receivable at September 30 is summarized as follows:


<Table>
<Caption>
                                                                   2002              2001
                                                             ---------------    -------------
          <S>                                                <C>                <C>
          Loans                                              $       279,573    $     289,788
          Investment securities                                       58,658           55,979
          Mortgage-backed and related securities                      32,044           51,929
                                                             ---------------    -------------
                                                             $       370,275    $     397,696
                                                             ===============    =============
</Table>

(8)  OFFICE PROPERTIES AND EQUIPMENT

          Office properties and equipment at September 30 are summarized as
follows:

<Table>
<Caption>
                                                                   2002             2001
                                                             ---------------   --------------
          <S>                                                <C>               <C>
          Land                                               $       437,171   $      445,271
          Buildings and improvements                               1,455,480        1,449,385
          Furniture, fixtures and equipment                          342,059          321,992
          Automobile                                                  20,170           20,170
                                                             ---------------   --------------
                                                                   2,254,880        2,236,818
          Less - accumulated depreciation                           (650,323)        (568,934)
                                                             ---------------   --------------
                                                             $     1,604,557   $    1,667,884
                                                             ===============   ==============
</Table>

(9)  OTHER ASSETS

          Other assets at September 30 are summarized as follows:

<Table>
<Caption>
                                                                   2002              2001
                                                             ---------------    -------------
          <S>                                                <C>                <C>
          Prepaid Federal insurance                          $         2,111    $       2,333
          Prepaid franchise taxes                                     24,499           24,994
          Other prepaid expenses                                      98,440           73,033
                                                             ---------------    -------------
                                                             $       125,050    $     100,360
                                                             ===============    =============
</Table>

                                       54

<Page>

(10) DEPOSITS

          Deposits at September 30 are summarized as follows:

<Table>
<Caption>
                        Weighted
                      Average Rate
                    at September 30,
                          2002                        2002                                  2001
                    ----------------    ----------------------------------      ------------------------------
                                             Amount             Percent              Amount          Percent
                                        ----------------     ------------       ---------------    -----------
<S>                         <C>         <C>                         <C>         <C>                    <C>
Passbook                    2.13%       $     11,966,587             24.0%      $     8,694,594         17.0%
                         -------        ----------------     ------------       ---------------     --------

Christmas club              2.25                  99,882               .2                95,874           .2
                         -------        ----------------     ------------       ---------------     --------

Demand accounts                -               1,895,338              3.8             1,468,850          2.9
                         -------        ----------------     ------------       ---------------     --------

NOW accounts                1.75               1,334,111              2.7               947,595          1.9
                         -------        ----------------     ------------       ---------------     --------

Certificates:
 2.0-2.99%                  2.72              18,797,420             37.8                     -            -
 3.0-3.99%                  3.68               2,380,100              4.8               479,786           .9
 4.0-4.99%                  4.55               6,504,028             13.1             4,136,272          8.1
 5.0-5.99%                  5.16               6,420,181             12.9            28,239,604         55.2
 6.0-6.99%                  6.01                 166,540               .3             6,860,072         13.4
 7.0-7.99%                  7.52                 186,021               .4               192,889           .4
                         -------        ----------------     ------------       ---------------     --------
                            3.63              34,454,290             69.3            39,908,623         78.0
                         -------        ----------------     ------------       ---------------     --------
                            3.08%       $     49,750,208            100.0%      $    51,115,536        100.0%
                         =======        ================     ============       ===============     ========
</Table>

          The aggregate amount of certificates of deposit with a minimum
denomination of $100,000 was approximately $6,681,000 at September 30, 2002 and
2001.

          At September 30, 2002, scheduled maturities of certificates of deposit
are as follows:

<Table>
<Caption>
                           Year
                          Ending
                       September 30,                  Amount                 Percent
                       -------------             ----------------           ---------
                           <S>                   <C>                            <C>
                           2003                  $     22,038,145                63.9%
                           2004                         5,875,803                17.1
                           2005                         5,875,661                17.1
                           2006                           664,681                 1.9
                                                 ----------------           ---------
                                                 $     34,454,290               100.0%
                                                 ================           =========
</Table>

(11) OTHER LIABILITIES

          Other liabilities at September 30 are summarized as follows:

<Table>
<Caption>
                                                       2002                     2001
                                                  --------------            ------------
                      <S>                         <C>                       <C>
                      Escrow accounts             $       75,505            $     84,081
                      Accrued expenses                    69,597                  68,549
                      Other liabilities                   31,467                  27,967
                                                  --------------            ------------
                                                  $      176,569            $    180,597
                                                  ==============            ============
</Table>

(12) ADVANCES FROM FEDERAL HOME LOAN BANK

          The advances from the Federal Home Loan Bank at September 30 consist
of the following:

<Table>
<Caption>
                      Due in Year
                        Ending
                      September 30                      2002                    2001
                      ------------                ---------------         ---------------
                      <S>                         <C>                     <C>
                          2002                    $             -         $     3,575,000
                          2003                          1,000,000               1,000,000
                          2004                          1,650,000                       -
                          2005                            750,000                       -
                          2006                                  -                       -
                          2007                                  -                       -
                      After 2007                        6,211,711               6,262,289
                                                  ---------------         ---------------
                                                  $     9,611,711         $    10,837,289
                                                  ===============         ===============
                      Weighted average rate                  4.40%                   4.54%
                                                  ===============         ===============
</Table>

          The advances were collateralized by first mortgage loans totaling
$12,014,600 and $13,546,600 at September 30, 2002 and 2001, respectively.


                                       55

<Page>

(13) INCOME TAXES

          The provision for income taxes differs from the amount computed by
applying the U.S. Federal income tax rate of 34 percent for 2002, 2001, and 2000
to income before the provision for income taxes as a result of the following:



<Table>
<Caption>
                                                                                 Year Ended
                                                                                September 30,
                                                         ----------------------------------------------------------
                                                             2002                    2001                 2000
                                                         ------------           -------------         -------------
      <S>                                                <C>                    <C>                   <C>
      Expected provision for
       income taxes at Federal tax rate                  $    255,309           $     132,463         $     176,017
      Tax-exempt interest                                     (11,983)                (13,738)              (18,545)
      Others, net                                               5,178                   3,261                 4,114
                                                         ------------           -------------         -------------
                                                         $    248,504           $     121,986         $     161,586
                                                         ============           =============         =============
</Table>

          The net deferred income tax liability consists of income taxes
applicable to temporary differences between transactions recognized for
financial reporting and income tax reporting purposes. A deferred tax asset
valuation allowance is established for deferred tax assets not expected to be
realized. The deferred tax assets, deferred tax liabilities, and net deferred
tax liabilities at September 30 consist of the following:

<Table>
<Caption>
                                                                                   2002                 2001
                                                                              --------------       -------------
      <S>                                                                     <C>                  <C>
      Deferred tax assets:
       Loan fees                                                              $       51,030       $      54,067
       Bad debts                                                                      83,038              67,581
       Employee benefit plans                                                         12,829              13,571
                                                                              --------------       -------------
                                                                                     146,897             135,219

      Less - valuation allowance for bad debts                                       (82,013)            (82,013)
                                                                              --------------       -------------

           Deferred tax assets                                                        64,884              53,206
                                                                              --------------       -------------

      Deferred tax liabilities:
       FHLB stock dividends not currently taxable                                   (150,727)           (138,929)
       Depreciation                                                                  (29,220)            (30,725)
       Unrealized securities gains and losses                                        (27,483)            (14,057)
                                                                              --------------       -------------

           Deferred tax liabilities                                                 (207,430)           (183,711)
                                                                              --------------       -------------

           Net deferred tax liabilities                                       $     (142,546)      $    (130,505)
                                                                              ==============       =============
</Table>

          Retained earnings at September 30, 2002 and 2001, includes
approximately $1,309,000 for which no deferred Federal income tax liability has
been recognized. These amounts represent an allocation of pre-1987 income to bad
debt deductions for tax purposes only. Reduction of amounts so allocated for
purposes other than bad debt losses would create income for tax purposes only,
which would be subject to the then current corporate income tax rate. The
unrecorded deferred income tax liability on the above amounts was approximately
$445,000 at September 30, 2002 and 2001, respectively.

(14) STOCK-BASED COMPENSATION PLANS

STOCK OPTION PLAN

          The Company's stockholders approved the Stock Option Plan on December
16, 1996. A total of 67,178 common shares have been reserved for issuance
pursuant to the Plan, of which 36,224 have been granted at September 30, 2002
and 2001. Participants vest in the options granted over a five year period.

                                       56

<Page>

          The Company follows Statement of Financial Accounting Standards
No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, in accounting and reporting
for stock-based compensation. This standard defines a fair value method of
accounting for an employee stock option or similar equity instrument. This
statement allows for the choice between adopting the fair value method or
continuing to use the intrinsic value method under Accounting Principles Board
(APB) Opinion No. 25 with footnote disclosures of the pro forma effects if the
fair value method had been adopted. The Company has opted for the latter
approach. Accordingly, no compensation expense has been recognized for the stock
option plan. Had compensation expense for the Company's stock option plan been
determined based on the fair value at the grant date consistent with the
provisions of FASB No. 123, the Company's 2002, 2001 and 2000 results of
operations would have been reduced to the pro forma amounts indicated below:

<Table>
<Caption>
                                                             2002                  2001                 2000
                                                         ------------         --------------       --------------
<S>                                                      <C>                  <C>                  <C>
Net income:
  As reported                                            $    502,406         $      267,612       $      356,112
  Pro forma                                              $    501,099         $      259,865       $      351,158

Basic earnings per share:
  As reported                                            $       1.17         $          .61       $          70
  Pro forma                                              $       1.17         $          .59       $         .69

Diluted earnings per share:
  As reported                                            $       1.15         $          .61       $         .70
  Pro forma                                              $       1.15         $          .59       $         .69
</Table>

          The fair value of each option granted is estimated using the
Black-Scholes option pricing model with the following assumptions:

<Table>
<Caption>
                                                             2002                  2001                 2000
                                                         ------------         --------------       --------------
<S>                                                      <C>                  <C>                  <C>
Expected dividend yield                                  $        .28         $          .28       $          .28
Expected stock price volatility                                 30.09%                 32.50%               10.00%
Risk-free interest rate                                           3.0%                  3.50%                6.00%
Expected life of options                                      2 years                3 years              4 years
</Table>

          A summary of the status of the Company's stock option plan as of
September 30 is as follows:

<Table>
<Caption>
                                  2002                              2001                          2000
                       ---------------------------      ----------------------------    -------------------------
                                       Weighted                         Weighted                        Weighted
                                        Average                          Average                         Average
                                       Exercise                         Exercise                        Exercise
                         Shares          Price           Shares           Price          Shares           Price
                         ------       ----------         ------        ----------        ------        ---------
<S>                       <C>         <C>                 <C>            <C>              <C>          <C>
Outstanding at
 beginning of year        36,224      $   12.00           36,224         $  12.00         36,224       $  12.00
Granted                        -              -                -                -              -              -
Excercised                     -              -                -                -              -              -
Forfeited                      -              -                -                -              -              -
                        --------                       ---------                        --------

Outstanding at
 end of year              36,224      $   12.00           36,224         $  12.00         36,224       $  12.00
                        ========                       =========                        ========
Options exercisable
 at year end              36,224          12.00           28,147            12.00         20,641          12.00

Weighted average
 fair value of
 options granted
 during the year                      $       -                          $      -                      $      -
</Table>

                                       57

<Page>

          Information pertaining to options outstanding at September 30, 2002 is
as follows:

<Table>
<Caption>
                                               Weighted
                                                Average          Weighted                               Weighted
                                               Remaining          Average                                Average
Range of                     Number           Contractual        Exercise             Number            Exercise
Exercise Prices           Outstanding            Life              Price           Exercisable            Price
---------------           -----------         -----------       ----------         ------------        ----------
<S>                            <C>             <C>              <C>                       <C>          <C>
$12.00 - $12.00                36,224          4.7 Years        $    12.00                36,224       $    12.00
</Table>

RECOGNITION AND RETENTION PLAN AND TRUST ("RRP")

          The Company's stockholders approved the RRP on December 16, 1996. The
Company purchased 26,871 shares in the open market to fully fund the RRP at an
aggregate cost of $315,734. Awards are subject to five year vesting periods and
other provisions as more fully described in the RRP document. The deferred cost
of unearned RRP shares totaled $128,463 and $136,083 at September 30, 2002 and
2001, respectively, and is recorded as a charge against stockholders' equity.
Compensation expense will be recognized ratably over the five year vesting
period only for those shares awarded. Compensation cost charged to expense for
the years ended September 30, 2002, 2001 and 2000 was $7,620, $33,966 and
$38,422, respectively. RRP shares available which have not been awarded totaled
10,933 at September 30, 2002 and 2001. There were 649, 2,891 and 3,270 shares
amortized during the years ended September 30, 2002, 2001 and 2000,
respectively.

2002 Directors Stock Plan

          On May 22, 2002, the directors of the Company adopted the 2002
Directors Stock Plan (the "Directors Plan"). A total of 21,996 shares of common
stock were awarded, 3,666 to each of six (6) directors. On each of the three
anniversary dates of the Directors Plan, 1,222 shares of such stock will become
non-forfeitable unless the forfeitability is accelerated by death or retirement
of a given director/holder. Compensation cost charged to expense for the year
ended September 30, 2002 was $34,485. The deferred cost of unearned shares
totaled $275,879 at September 30, 2002, and is recorded as a charge against
stockholders' equity.

(15) REGULATORY CAPITAL REQUIREMENTS

          The Bank is subject to various regulatory capital requirements
administered by its primary federal regulator, the Office of Thrift Supervision
(the "OTS"). Failure to meet minimum regulatory capital requirements can
initiate certain mandatory, and possible additional discretionary actions by
regulators, that if undertaken, could have a direct material affect on the Bank
and the consolidated financial statements. Under the regulatory capital adequacy
guidelines and the regulatory framework for prompt corrective action, the Bank
must meet specific capital guidelines involving quantitative measures of the
Bank's assets, liabilities, and certain off-balance-sheet items as calculated
under regulatory accounting practices. The Bank's capital amounts and
classification under the prompt corrective action guidelines are also subject to
qualitative judgments by the regulators about components, risk weightings, and
other factors.

          Quantitative measures established by regulation to ensure capital
adequacy require the Bank to maintain minimum amounts and ratios of: total
risk-based capital and Tier I capital to risk-weighted assets (as defined in the
regulations), Tier I capital to adjusted total assets (as defined), and tangible
capital to adjusted total assets (as defined). Management believes, as of
September 30, 2002, the Bank meets all capital adequacy requirements to which it
is subject.

                                       58

<Page>

          As of September 30, 2002, the most recent notification from the OTS,
the Bank was categorized as well capitalized under the regulatory framework for
prompt corrective action. To be categorized as adequately capitalized, the Bank
would have to maintain minimum total risk-based, Tier I risk-based, and Tier I
leverage ratios as disclosed in the table below. There are no conditions or
events since the most recent notification that management believes have changed
the Bank's category.

<Table>
<Caption>
                                                                                            For Capital
                                            Actual                                        Adequacy Purposes
                                   ----------------------       ---------------------------------------------------------------
                                      Amount        Ratio                    Amount                              Ratio
                                   ------------     -----       ---------------------------------     -------------------------
<S>                                <C>               <C>        <C>                                   <C>
As of September 30, 2002:
 Total Risk-Based Capital
  (to Risk-Weighted Assets)        $  8,110,461      21.3%      LESS THAN OR EQUAL TO $ 3,051,520     LESS THAN OR EQUAL TO 8.0%
 Tier I Capital
  (to Adjusted Total Assets)       $  7,817,327      11.5%      LESS THAN OR EQUAL TO $ 2,721,502     LESS THAN OR EQUAL TO 4.0%
 Tangible Capital
  (to Adjusted Total Assets)       $  7,817,327      11.5%      LESS THAN OR EQUAL TO $ 1,020,563     LESS THAN OR EQUAL TO 1.5%

As of September 30, 2001:
 Total Risk-Based Capital
  (to Risk-Weighted Assets)        $  7,491,763      18.9%      LESS THAN OR EQUAL TO $ 3,165,600     LESS THAN OR EQUAL TO 8.0%
 Tier I Capital
  (to Adjusted Total Assets)       $  7,244,089      10.3%      LESS THAN OR EQUAL TO $ 2,809,805     LESS THAN OR EQUAL TO 4.0%
Tangible Capital
  (to Adjusted Total Assets)       $  7,244,089      10.3%      LESS THAN OR EQUAL TO $ 1,053,677     LESS THAN OR EQUAL TO 1.5%

<Caption>
                                                     To Be Well
                                                 Capitalized Under
                                                 Prompt Corrective
                                                 Action Provisions
                                   --------------------------------------------
                                                  Amount                  Ratio
                                   ----------------------------------     -----
<S>                                <C>                                    <C>
As of September 30, 2002:
 Total Risk-Based Capital
  (to Risk-Weighted Assets)        LESS THAN OR EQUAL TO $  3,814,400     10.0%
 Tier I Capital
  (to Adjusted Total Assets)       LESS THAN OR EQUAL TO $  4,082,253      6.0%
 Tangible Capital
  (to Adjusted Total Assets)       LESS THAN OR EQUAL TO $  3,401,877      5.0%

As of September 30, 2001:
 Total Risk-Based Capital
  (to Risk-Weighted Assets)        LESS THAN OR EQUAL TO $  3,957,000     10.0%
 Tier I Capital
  (to Adjusted Total Assets)       LESS THAN OR EQUAL TO $  4,214,707      6.0%
Tangible Capital
  (to Adjusted Total Assets)       LESS THAN OR EQUAL TO $  3,512,256      5.0%
</Table>

(16) COMMITMENTS AND CONTINGENCIES

          In the ordinary course of business, the Bank has various outstanding
commitments and contingent liabilities that are not reflected in the
accompanying financial statements. The principal commitments of the Bank are
loan commitments which approximated $1,460,000 and $2,300,000 at September 30,
2002 and 2001, respectively. The Bank uses the same credit policies for making
loan commitments as it does for other loans.

          The Bank was not committed to sell or purchase loans or securities at
September 30, 2002 or 2001.

(17) EMPLOYEE STOCK OWNERSHIP PLAN

          The Company has established an ESOP for employees of the Company and
the Bank which became effective upon the Conversion. Full-time employees of the
Company and the Bank who have been credited with at least 1,000 hours of service
during a twelve month period and who have attained age 21 are eligible to
participate in the ESOP. The Company loaned the ESOP $537,430 for the initial
purchase of the ESOP shares. The loan is due and payable in forty-eight (48)
equal quarterly installments of $11,200 beginning June 29, 1996, plus interest
at the rate of 8.75% per annum. The Company will make scheduled discretionary
cash contributions to the ESOP sufficient to amortize the principal and interest
on the loan over a period of 12 years. The Company accounts for its ESOP in
accordance with Statement of Position 93-6, "Employer's Accounting For Employee
Stock Ownership Plans." As shares are committed to be released to

                                       59

<Page>

participants, the Company reports compensation expense equal to the average
market price of the shares during the period. ESOP compensation expense recorded
during the years ended September 30, 2002, 2001 and 2000 was $60,315, $52,051
and $46,602, respectively. During 2002, 2001 and 2000, 5,093, 5,437 and 5,576
shares were allocated to the employees leaving 22,197 unallocated and unreleased
shares at September 30, 2002.

          The Company uses dividends paid on allocated and unallocated ESOP
shares to reduce the outstanding loan balance.

          The fair value of the unreleased ESOP shares was approximately
$338,000 and $323,000 at September 30, 2002 and 2001, respectively.

(18) PURCHASE OF COMMON STOCK

          The Company purchased 7,511, 82,755 and 21,705 shares of its
outstanding common stock at an aggregate cost of $105,751, $972,638 and
$230,188, during the years ended September 30, 2002, 2001 and 2000,
respectively. The purchase of these shares has been recorded as a purchase of
common stock shares, which are available for reissuance.

(19) EARNINGS PER SHARE

          Basic and full dilution Earnings Per Share (EPS) were calculated by
dividing the consolidated net income by the weighted average number of common
shares, and common stock equivalents outstanding, as set forth below. Shares
which have not been committed to be released to the ESOP are not considered to
be outstanding for purposes of calculating EPS.

<Table>
<Caption>
                                                       Income                Shares               Per Share
Year Ending September 30,                            (Numerator)          (Denominator)             Amount
                                                     -----------          -------------           ---------
<S>                                                  <C>                        <C>               <C>
2002
Basic EPS                                            $   502,406                429,904           $    1.17
Effect of dilutive securities -
  options                                                      -                  5,569                (.02)
                                                     -----------          -------------           ---------

Diluted EPS                                          $   502,406                435,473           $    1.15
                                                     ===========          =============           =========

2001
Basic EPS                                            $   267,612                437,347           $    0.61
Effect of dilutive securities -
  options                                                      -                      -                   -
                                                     -----------          -------------           ---------

Diluted EPS                                          $   267,612                437,347           $    0.61
                                                     ===========          =============           =========

2000
Basic EPS                                            $   356,112               505,715            $    0.70
Effect of dilutive securities -
  options                                                      -                     -                    -
                                                     -----------          ------------            ---------

Diluted EPS                                          $   356,112               505,715            $    0.70
                                                     ===========          ============            =========
</Table>

                                       60

<Page>

          During the years ended September 30, 2001 and 2000, outstanding
options had no dilutive effect on shares outstanding because the option price
exceeded the average market value of the Company's stock during the years.

(20) DIVIDEND RESTRICTION

          At the time of the Conversion, the Bank established a liquidation
account of approximately $5,005,000 (the amount equal to its total retained
earnings as of the date of the latest statement of financial condition appearing
in the final prospectus). The liquidation account will be maintained for the
benefit of eligible deposit account holders who continue to maintain their
accounts at the Bank after the Conversion. The liquidation account will be
reduced annually to the extent that eligible deposit account holders have
reduced their qualifying deposits. Subsequent increases will not restore an
eligible account holder's interest in the liquidation account. In the event of a
complete liquidation, each eligible account holder will be entitled to receive a
distribution from the liquidation account in an amount proportionate to the
current adjusted qualifying balances for accounts then held.

          Subsequent to the Conversion, the Bank may not declare or pay cash
dividends on its shares of common stock if the effect thereon would cause
stockholders' equity to be reduced below the amount of the liquidation account
or applicable regulatory capital maintenance requirements, or if such
declaration and payment would otherwise violate regulatory requirements.

(21) FAIR VALUES OF FINANCIAL INSTRUMENTS

          The carrying amount and the estimated fair values of the Company's
financial instruments at September 30 are as follows:

<Table>
<Caption>
                                                              2002                                  2001
                                                ------------------------------       --------------------------------
                                                   Carrying                             Carrying
                                                    Amount        Fair Value             Amount          Fair Value
                                                  ----------      ----------           -----------       ----------
<S>                                             <C>             <C>                  <C>                <C>
Financial assets:

  Cash and cash equivalents                     $    2,669,467  $    2,669,467       $    2,196,367     $   2,196,367
  Loans receivable, less allowance                  49,706,792      50,047,134           52,274,784        52,587,677
  Investment securities held to
     maturity                                        4,878,630       4,968,189            2,879,973         2,947,593
  Investment securities available
     for sale                                          754,656         754,656              659,023           659,023
  Mortgage-backed securities held
     to maturity                                     3,378,557       3,387,820            4,296,086         4,299,156
  Mortgage-backed securities
     available for sale                              5,440,200       5,440,200            6,203,315         6,203,315
  Accrued interest receivable                          370,275         370,275              397,696           397,696

Financial liabilities:
  Deposits                                          49,750,208      49,852,065           51,115,536        51,189,555
  Advances from Federal Home
     Loan Bank                                       9,611,711       9,611,711           10,837,289        10,837,289
  Accrued interest payable                              44,300          44,300               47,879            47,879
</Table>

          The carrying amounts in the preceding tables are included in the
consolidated balance sheets under the applicable captions.

                                       61

<Page>

          While these estimates of fair value are based on management's judgment
of the most appropriate factors, there is no assurance that if the Company were
to have disposed of such items at September 30, 2002 and 2001, the estimated
fair values would necessarily have been achieved at those dates, since market
values may differ depending on various circumstances. The estimated fair values
at September 30, 2002 and 2001 should not necessarily be considered to apply at
subsequent dates.

          In addition, other assets and liabilities of the Company that are not
defined as financial instruments are not included in the above disclosures, such
as property and equipment. Also, non-financial instruments typically not
recognized in the financial statements nevertheless may have value but are not
included in the above disclosures. These include, among other items, the trained
work force, customer goodwill, and similar items.

(22) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

          Selected quarterly consolidated financial data is as follows:

<Table>
<Caption>
                                                                 Fiscal Year 2002
                                         ---------------------------------------------------------------------
                                                                  Quarter Ended
                                         ---------------------------------------------------------------------
                                           December 31          March 31          June 30        September 30
                                           -----------          --------          -------        ------------
                                                       (Dollars in thousands except per share data)
<S>                                         <C>                <C>               <C>               <C>
Total interest income                       $   1,221          $   1,156         $   1,131         $   1,116
Total interest expense                            701                592               560               509
                                            ---------          ---------         ---------         ---------

      Net interest income                         520                564               571               607

Provision for loan losses                          16                 15                15                35
                                            ---------          ---------         ---------         ---------

      Net interest income after
       provision for loan losses                  504                549               556               572

Non-interest income                                26                 35                39                28
Non-interest expense                              406                374               364               415
                                            ---------          ---------         ---------         ---------

Income before provision
 for income taxes                                 124                210               231               185
Provision for income taxes                         40                 69                77                61
                                            ---------          ---------         ---------         ---------

      Net income                            $      84          $     141         $     154         $     124
                                            =========          =========         =========         =========

Net income per share:
  Basic                                     $     .20          $     .33         $     .36         $     .28
                                            =========          =========         =========         =========
  Diluted                                   $     .20          $     .33         $     .35         $     .27
                                            =========          =========         =========         =========

Dividends declared per share                $     .07          $     .07         $     .07         $     .07
                                            =========          =========         =========         =========
</Table>

<Table>
<Caption>
                                                                 Fiscal Year 2001
                                         ---------------------------------------------------------------------
                                                                  Quarter Ended
                                         ---------------------------------------------------------------------
                                           December 31          March 31          June 30        September 30
                                           -----------          --------          -------        ------------
                                                       (Dollars in thousands except per share data)
<S>                                         <C>                <C>               <C>               <C>
Total interest income                       $   1,259          $   1,254         $   1,261         $   1,246
Total interest expense                            803                794               800               769
                                            ---------          ---------         ---------         ---------

      Net interest income                         456                460               461               477

Provision for loan losses                           6                 13                18                18
                                            ---------          ---------         ---------         ---------
</Table>

                                       62
<Page>

<Table>
<S>                                         <C>                <C>               <C>               <C>
      Net interest income after
       provision for loan losses                  450                447               443               459

Non-interest income                                30                 29                38                37
Non-interest expense                              396                375               397               375
                                            ---------          ---------         ---------         ---------

Income before provision
 for income taxes                                  84                101                84               121
Provision for income taxes                         25                 31                28                39
                                            ---------          ---------         ---------         ---------

      Net income                            $      59          $      70         $      56         $      82
                                            =========          =========         =========         =========

Net income per share:
  Basic                                     $     .13          $     .16         $     .13         $     .19
                                            =========          =========         =========         =========
  Diluted                                   $     .13          $     .16         $     .13         $     .19
                                            =========          =========         =========         =========

Dividends declared per share                $     .07          $     .07         $     .07         $     .07
                                            =========          =========         =========         =========
</Table>

(23) CONDENSED PARENT COMPANY FINANCIAL INFORMATION

          Condensed financial information for the parent company only (First
Federal Financial Bancorp, Inc.) as of and for the year ended September 30 is as
follows:

                                 BALANCE SHEETS

<Table>
<Caption>
                                                                              2002                     2001
                                                                        -----------------        -----------------
<S>                                                                     <C>                      <C>
               ASSETS
Cash and cash equivalents                                               $         406,612        $         667,801
Investment in subsidiary                                                        7,867,910                7,271,380
Investment securities available for sale                                          754,656                  659,023
Accrued interest receivable                                                         7,511                    6,010
Other assets                                                                       87,398                   17,866
Income taxes refundable                                                            56,072                  140,272
Deferred income taxes                                                                 565                    1,962
                                                                        -----------------        -----------------
                                                                        $       9,180,724        $       8,764,314
                                                                        =================        =================

               LIABILITIES AND STOCKHOLDERS' EQUITY
Other liabilities                                                       $          57,389        $          54,064
                                                                        -----------------        -----------------
               Total liabilities                                                   57,389                   54,064
                                                                        -----------------        -----------------

Common stock                                                                        4,616                    4,471
Employee benefit plans                                                           (590,721)                (371,793)
Additional paid-in capital                                                      4,409,534                4,254,063
Retained earnings                                                               5,246,558                4,792,222
Accumulated other comprehensive income (loss)                                      53,348                   31,287
                                                                        -----------------        -----------------
               Total stockholders' equity                                       9,123,335                8,710,250
                                                                        -----------------        -----------------
                                                                        $       9,180,724        $       8,764,314
                                                                        =================        =================
</Table>

                                       63

<Page>
                              STATEMENTS OF INCOME

<Table>
<Caption>
                                                                               2002                     2001
                                                                         ----------------        -----------------
<S>                                                                      <C>                     <C>
Interest on investment securities
 and other interest-earning assets                                       $         34,363        $          20,062

Non-interest income                                                                     -                      223
Non-interest expense                                                              145,292                 (181,292)
                                                                         ----------------        -----------------
</Table>



<Table>
<S>                                                                      <C>                     <C>
Loss before income taxes and equity in
  income of subsidiary                                                           (110,929)                (161,007)

Credit for income taxes                                                           (31,618)                 (47,054)
                                                                         ----------------        -----------------

Loss before equity in income of subsidiary                                        (79,311)                (113,953)
Equity in income of subsidiary                                                    581,717                  381,565
                                                                         ----------------        -----------------

Net income                                                               $        502,406        $         267,612
                                                                         ================        =================
</Table>

                                       64

<Page>
                            STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                               2002                   2001
                                                                        -----------------        ---------------
<S>                                                                     <C>                      <C>
Operating activities:
  Net income                                                            $         502,406        $       267,612
  Adjustments to reconcile net income to net
   cash flows provided by operating activities -
      Equity in income of subsidiary                                             (581,717)              (381,565)
      Dividends received from subsidiary                                                -              1,250,000
      Accretion                                                                      (467)                     -
      ESOP compensation                                                            58,794                 72,652
      Directors' stock plans                                                       42,105                 33,966
      Change in:
        Other assets                                                              (69,532)                   988
        Accrued interest receivable                                                (1,501)                   872
        Income taxes refundable                                                    84,200                (82,652)
        Other liabilities                                                           3,325                  3,527
                                                                        -----------------        ---------------
           Net cash provided by
             operating activities                                                  37,613              1,165,400
                                                                        -----------------        ---------------

Investing activities:
  Purchases of investment securities available for sale                          (750,000)              (655,000)
Proceeds from sales, calls and maturities of investment
   securities available for sale                                                  655,000                350,000
                                                                        -----------------        ---------------
             Net cash used for
              investing activities                                                (95,000)              (305,000)
                                                                        -----------------        ---------------
Financing activities:
  Dividends paid                                                                 (108,051)              (119,311)
  Purchase of treasury shares                                                    (105,751)              (972,638)
                                                                        -----------------        ---------------
        Net cash used for
             financing activities                                                (213,802)            (1,091,949)
                                                                        -----------------        ---------------
Net decrease in cash and cash equivalents                                        (271,189)              (231,549)
  Cash and cash equivalents, beginning of year                                    677,801                899,350
                                                                        -----------------        ---------------

  Cash and cash equivalents, end of year                                $         406,612        $       677,801
                                                                        =================        ===============
</Table>

                                       65

<Page>

(24) CAPITAL STOCK

          During the year ended September 30, 2001, the stockholders approved an
amendment to the Company's Certificate of Incorporation to reduce the number of
authorized shares from 4,000,000, consisting of 1,000,000 preferred and
3,000,000 common shares, to 1,500,000, consisting of 500,000 preferred and
1,000,000 common shares. The Company has not issued any preferred shares since
its incorporation.

(25) ACQUISITION OF LINCOLN SAVINGS

          On October 4, 2002, the Company acquired Lincoln Savings and Loan
Association ("Lincoln"), also of Ironton. The Company acquired all the
outstanding shares of Lincoln for a total cash consideration, including expenses
of approximately $603,500. At September 30, 2002, Lincoln had total assets of
approximately $8,703,000 total liabilities, of approximately $8,504,000, and
total stockholders' equity of approximately $199,000. The adjusted fair value of
Lincoln's stockholders' equity is expected to approximate $513,000.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

Not applicable.

                                       66

<Page>

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

                 DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

<Table>
<Caption>
       NAME                       POSITION                    AGE(1)          DIRECTOR SINCE(2)
-------------------      ---------------------------       ------------     --------------------
<S>                        <C>                                  <C>                 <C>
Jeffery W. Clark           Comptroller                          44                   N/A

Edith M. Daniels           Director and Secretary               72                  1986

Steven C. Milleson         Director                             50                  1990

Thomas D. Phillips         Director                             64                  1973

Edward R. Rambacher        Director                             57                  1986

I. Vincent Rice            President and Director               70                  1986
</Table>

(1)  As of December 1, 2002.
(2)  Includes service as a director the Savings Bank.

     THOMAS D. PHILLIPS. Mr. Phillips has been the Chairman of the Board of the
Company since its organization in January 1996. Mr. Phillips was given the title
of Chairman of the Board of the Savings Bank in January 1996. Prior thereto,
Mr. Phillips performed the functions traditionally handled by the Chairman under
the title of President of the Savings Bank since January 1991. Mr. Phillips is
the owner, operator and President of Phillips Funeral Home, Inc. headquartered
in Ironton, Ohio. Mr. Phillips is a member and Past President of the Ironton
City Health Board, the Past President of the Ironton Lions Club, a 25-year Board
member and a member of the Immanuel United Methodist Church, and a member of the
Ironton Elks Lodge #177. Mr. Phillips has been a licensed Funeral Director since
1961 and is a member of the Ohio Funeral Directors Association and the National
Funeral Directors Association.

     I. VINCENT RICE. Mr. Rice has been the President of the Company since its
organization in January 1996. Mr. Rice was given the title of President of the
Savings Bank in January 1996. Prior thereto, Mr. Rice performed the functions
traditionally performed by the President under the title Executive Vice
President and Managing Officer of the Savings Bank since January 1994 and Vice
President and Managing Officer since July 1987. Mr. Rice joined the Savings Bank
in July 1985 after 25 years experience with a local commercial bank. Mr. Rice is
the past Chairman of the Lawrence County United Way campaign, a former member of
the Chesapeake and Ironton Lions Club, a member of the Ironton Rotary Club, and
a 48-year member and Treasurer, Deacon and Music Director of the Ice Creek
Baptist Church.

     EDITH M. DANIELS. Ms. Daniels has served as Corporate Secretary of the
Company since its organization in January 1996. Ms. Daniels has served as
Corporate Secretary of the Savings Bank since January 1976. Ms. Daniels joined
the Savings Bank in March 1956 and served the Savings Bank in various positions
until her retirement in December 1995. Ms. Daniels was a director of the Ironton
American Red Cross chapter for six years.

     STEVEN C. MILLESON. Dr. Milleson is a doctor of optometry and owner and
operator of the Ironton Vision Center, Inc. located in Ironton, Ohio. Dr.
Milleson has been a member and Past President of the Ironton Lions Club, a
founding member and past Board member of The Tri-State Fair and Regatta, a past
Board member of the Hecla Water Association, and an original member of the Board
of the Ashland Youth Ballet Company and its current President of the Board and
Chairman of the Production Committee. Dr. Milleson is a member of the St. Joseph
Catholic Church.

     EDWARD R. RAMBACHER. Mr. Rambacher is a Certified Public Accountant and is
President and Chief Executive Officer of C.A. Rambacher & Co., a professional
accounting firm, located in Ironton, Ohio. Mr. Rambacher is a member and Past
Director and President of the Ironton Rotary Club and a 18 year Board member of
the Central Christian Church.

     William P. Payne, a director of the Company and the Savings Bank, died
in October, 2002. James E. Waldo, a director emeritus of the Company, died in
April of 2002.

                                       67

<Page>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires the Company's officers,
directors and persons who own more than 10% of the Company's Common Stock to
file reports of ownership and changes in ownership with the Commission and the
NASD. Officers, directors and greater than 10% stockholders are required by
regulation to furnish the Company with copies of all forms they file pursuant to
Section 16(a) of the Exchange Act.

     Based solely on review of the copies of such forms furnished to the
Company, or written representations from its officers and directors, the Company
believes that during, and with respect to, fiscal 2002 the Company's officers
and directors complied in all respects with the reporting requirements
promulgated under Section 16(a) of the 1934 Act, except that directors who
received grants of restricted stock under the 2002 Directors Stock Plan are late
in filing Form 5's, which will be filed by the end of December, 2002.

                                       68

<Page>

ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

     The Company has not yet paid separate compensation to its officers. The
following table sets forth a summary of certain information concerning the
compensation paid by the Savings Bank for services rendered in all capacities
during the three fiscal years ended September 30, 2002 to the President of the
Savings Bank (who serves as the Chief Executive Officer). No executive officers
of the Savings Bank had total compensation during the fiscal year which exceeded
$100,000.

<Table>
<Caption>
                                           ANNUAL                          LONG-TERM COMPENSATION
                                        COMPENSATION                               AWARDS
                          --------------------------------------------  -----------------------------
       NAME AND            FISCAL                                        RESTRICTED        NUMBER OF           ALL OTHER
  PRINCIPAL POSITION        YEAR           SALARY(1)          BONUS       STOCK(2)          OPTIONS         COMPENSATION(3)
----------------------    ---------      ------------        -------    ------------      -----------      -----------------
<S>                          <C>             <C>             <C>               <C>                 <C>          <C>
I. Vincent Rice              2002            $ 61,550        $ 1,500           3,666               --           $  14,342
     President
                             2001            $ 59,104        $ 1,500              --               --           $  12,795
                             2000            $ 57,366        $ 1,500                                            $  11,046
</Table>

------------
(1)  Does not include amounts attributable to miscellaneous benefits received by
     the named executive officer. In the opinion of management of the Savings
     Bank, the costs to the Savings Bank of providing such benefits to the named
     executive officer during the indicated period did not exceed the lesser of
     $50,000 or 10% of the total of annual salary and bonus reported for the
     individual.

(2)  Mr. Rice, as a director of the Company, was granted 3,666 shares of common
     stock on May 22, 2002 pursuant to the Company's 2002 Director Stock Plan.
     The shares are restricted and become non-forfeitable in one-third
     increments on each anniversary date following the grant. The total
     restricted stock awarded to Mr. Rice in fiscal year 2002 had a fair market
     value of $70,734 at September 30, 2002, based on the $15.75 per share
     closing  market price on such last date in fiscal 2002 on which shares of
     the common stock were traded.

(3)  Represents the allocation on behalf of Mr. Rice under the Company's ESOP.

     No options were granted to the executive officer named in the Summary
Compensation Table during the fiscal year ended September 30, 2002.

                                       69

<Page>

     The following table sets forth, with respect to the executive officer named
in the Summary Compensation Table, information with respect to the aggregate
amount of options exercised during the last fiscal year, any value realized
thereon, the number of unexercised options at the end of the fiscal year
(exercisable and unexercisable) and the value with respect thereto under
specified assumptions.

<Table>
<Caption>
                            SHARES                                                              VALUE OF UNEXERCISED IN THE
                          ACQUIRED ON         VALUE             NUMBER OF UNEXERCISED                MONEY OPTIONS AT
        NAME               EXERCISE          REALIZED         OPTIONS AT FISCAL YEAR END            SEPTEMBER 30, 2002
--------------------    --------------     -----------      ------------------------------   --------------------------------
                                                             UNEXERCISABLE    EXERCISABLE      UNEXERCISABLE    EXERCISABLE
                                                            ---------------  -------------    ---------------  --------------
<S>                           <C>               <C>          <C>               <C>                 <C>            <C>
I. Vincent Rice               --                --                             10,076(1)           $  0           $37,785(2)
      President
</Table>

----------
(1)  Options are exercisable at the rate of 20% per year on each annual
     anniversary of the date the options were granted (December 16, 1996) at
     $12.00 per share.

(2)  The value of unexercised options was calculated based on the market price
     at September 30, 2002 ($15.75), the last date in fiscal 2002 on which
     shares of the Company's stock were traded, less the $12.00 exercise price
     of the option.

DIRECTOR'S COMPENSATION

     Directors of the Company do not receive fees for attendance at meetings.
Members of the Board of Directors of the Savings Bank receive fees of $950 per
month (except for Mr. Phillips who receives $1,150 per month for serving as
Chairman) regardless of attendance at meetings. Members of the Board of the
Savings Bank serving on committees do not receive any additional compensation
for serving on such committees.

EMPLOYMENT AGREEMENTS

     The Company and the Savings Bank (the "Employers") have entered into
employment agreements with each of Messrs. I. Vincent Rice and Jeffery W. Clark,
the Company's and the Savings Bank's President and Comptroller, respectively
(the "Executives"). The Employers have agreed to employ Messrs. Rice and Clark
for a term of three years in their current respective positions at their current
salary levels of $60,300 and $40,800, respectively. The employment agreements
will be reviewed annually by the Boards of Directors of the Employers, and the
term of employment agreements shall be extended each year for a successive
additional one-year period, unless either party elects, not less than 30 days
prior to the annual anniversary date, not to extend the employment term.

     Each of the employment agreements shall be terminable with or without cause
by the Employers. The Executives shall have no right to compensation or other
benefits pursuant to the employment agreement for any period after voluntary
termination or termination by the Employers for cause. The agreements provide
for certain benefits in the event of an Executives' death, disability or
retirement. In the event that (i) the Executive terminates his employment (a)
because of failure of the Employers to comply with any material provision of the
agreement or (b) as a result of certain adverse actions which are taken with
respect to the officer's employment following a change in control of the
Company, as defined, or (ii) the employment agreement is terminated by the
Employers other than for cause, disability, retirement or death, the Executive
will be entitled to a cash severance amount equal to three times the officer's
base salary. Based upon current compensation levels, in the event of a
termination of employment following a change in control, Messrs. Rice and Clark
would receive cash severance of $180,900 and $122,400, respectively.

     A change in control is generally defined in the employment agreement to
include any change in control of the Company required to be reported under the
federal securities laws, as well as (i) the acquisition by any person of 25% or
more of the Company's outstanding voting securities and (ii) a change in a
majority of the directors of the Company during any two-year period without the
approval of at least two-thirds of the persons who were directors of the Company
at the beginning of such period.

     Each employment agreement provides that in the event that any of the
payments to be made thereunder or otherwise upon termination of employment are
deemed to constitute "excess parachute payments" within the meaning of Section
280G of the Code, then such payments and benefits received thereunder shall be
reduced, in the manner determined by the officer, by the amount, if any, which
is the minimum necessary to result in no portion of the payments and benefits
being non-deductible by the Employers for federal income tax purposes. Excess
parachute payments generally are payments in excess of three times the base
amount, which is defined to mean the recipient's average annual compensation
from the employer includable in the recipient's gross income during the most
recent five taxable years ending before the date on which a change in control of
the employer occurred. Recipients of excess parachute payments are subject to a
20% excise tax on the amount by which such payments exceed the

                                       70

<Page>

base amount, in addition to regular income taxes, and payments in excess of the
base amount are not deductible by the employer as compensation expense for
federal income tax purposes.

     Although the above-described employment agreements could increase the cost
of any acquisition of control of the Company, management of the Company does not
believe that the terms thereof would have a significant anti-takeover effect.

BENEFITS

     EMPLOYEE STOCK OWNERSHIP PLAN. The Company has established the ESOP for
employees of the Company and the Savings Bank. Full-time employees of the
Company and the Savings Bank who have been credited with at least 1,000 hours
of service during a twelve-month period and who have attained age 21 are
eligible to participate in the ESOP.

     The ESOP borrowed funds from the Company to purchase 53,743 shares of
common stock in the Savings Bank's conversion. The loan equaled 100% of the
aggregate purchase price of the common stock. The loan to the ESOP will be
repaid principally from the Company's and the Savings Bank's contributions to
the ESOP over a period of 12 years, and the collateral for the loan is the
common stock purchased by the ESOP. The Company may, in any plan year, make
additional discretionary contributions for the benefit of plan participants
in either cash or shares of common stock, which may be acquired through the
purchase of outstanding shares in the market or from individual stockholders,
upon the original issuance of additional shares by the Company or upon the
sale of treasury shares by the Company. Such purchases, if made, would be
funded through additional borrowing by the ESOP or additional contributions
from the Company. The timing, amount and manner of future contributions to
the ESOP will be affected by various factors, including prevailing regulatory
policies, the requirements of applicable laws and regulations and market
conditions.

     Shares purchased by the ESOP with the proceeds of the loan are held in a
suspense account and released on a pro rata basis as debt service payments
are made. Discretionary contributions to the ESOP and shares released from
the suspense account will be allocated among participants on the basis of
compensation. Forfeitures will be reallocated among remaining participating
employees and may reduce any amount the Company might otherwise have
contributed to the ESOP. Participants will vest in their right to receive
their account balances within the ESOP at the rate of 20% per year, starting
with completion of their third year of service. In the case of a "change
in control," as defined, however, participants will become immediately
fully vested in their account balances, subject to certain tax considerations.
Benefits may be payable upon retirement, early retirement, disability or
separation from service. The Company's contributions to the ESOP are not
fixed, so benefits payable under the ESOP cannot be estimated.

     The ESOP is subject to the requirements of the Employee Retirement Income
Security Act of 1974, as amended, and the regulations of the Internal Revenue
Service and the Department of Labor thereunder.

     STOCK OPTION PLAN. The Stock Option Plan is designed to attract and
retain qualified personnel in key positions, provide officers and key
employees with a proprietary interest in the Company as an incentive to
contribute to the success of the Company and reward key employees for
outstanding performance. The Stock Option Plan is also designed to retain
qualified directors for the Company. The Stock Option Plan provides for the
grant of incentive stock options intended to comply with the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
("incentive stock options"), non-qualified or compensatory stock options and
stock appreciation rights (collectively "Awards"). Awards will be available
for grant to directors and key employees of the Company and any subsidiaries,
except that directors will not be eligible to receive incentive stock
options. The Stock Option Plan was approved by the Company's stockholders in
December 1996. A total of 67,178 shares of common stock has been reserved for
issuance pursuant to the Stock Option Plan. The Stock Option Plan is
administered and interpreted by a committee of the Board of Directors
("Committee") that is composed solely of two or more "Non-Employee
Directors." Unless sooner terminated, the Stock Option Plan shall continue in
effect for a period of ten years from the adoption by the Board of
Directors.

                                       71

<Page>

     Under the Stock Option Plan, the Board of Directors or the Committee
determines which officers and key employees will be granted options, whether
such options will be incentive or compensatory options, the number of shares
subject to each option, whether such options may be exercised by delivering
other shares of common stock and when such options become exercisable. The
per share exercise price of a stock option shall be equal to the fair market
value of a share of common stock on the date the option is granted. Subject
to certain exceptions, all options granted to participants under the Stock
Option Plan shall become vested and exercisable at the rate of 20% per year
on each annual anniversary of the date the options were granted, and the
right to exercise shall be cumulative.

     RECOGNITION AND RETENTION PLAN AND TRUST. The objective of the Recognition
Plan is to retain qualified personnel in key positions, provide officers, key
employees and directors with a proprietary interest in the Company as an
incentive to contribute to its success and reward key employees for
outstanding performance. Officers and key employees of the Company who are
selected by the Board of Directors of the Company or a committee thereof, as
well as non-employee directors of the Company, are eligible to receive
benefits under the Recognition Plan. The Recognition Plan was approved by the
Company's stockholders in December 1996. The Company has acquired through
open market purchases common stock on behalf of the Recognition Plan, in an
amount necessary to purchase 26,871 shares. The Recognition Plan is
administered and interpreted by a committee of the Board of Directors that is
composed solely of two or more "Non-Employee Directors."

     Shares of common stock granted pursuant to the Recognition Plan will be in
the form of restricted stock payable over a five-year period at a rate of 20%
per year, beginning one year from the anniversary date of the grant. A
recipient will be entitled to all voting and other stockholder rights with
respect to shares which have been earned and allocated under the Recognition
Plan. However, until such shares have been earned and allocated, they may not
be sold, pledged or otherwise disposed of and are required to be held in the
Recognition Plan Trust. Under the terms of the Recognition Plan, all shares
which have not yet been earned and allocated are required to be voted by the
trustees in their sole discretion. In addition, any cash dividends or stock
dividends declared in respect of unvested share awards will be held by the
Recognition Plan Trust for the benefit of the recipients and such dividends,
including any interest thereon, will be paid out proportionately by the
Recognition Plan Trust to the recipients thereof as soon as practicable after
the share awards become earned. Any cash dividends or stock dividends
declared in respect of each vested share held by the Recognition Plan Trust
will be paid by the Recognition Plan Trust as soon as practicable after the
Recognition Plan Trust's receipt thereof to the recipient on whose behalf
such share is then held by the Recognition Plan Trust.

     2002 DIRECTORS STOCK PLAN. On May 22, 2002, the directors of the Company
adopted the 2002 Directors Stock Plan (the "Directors Plan"). A total of
21,996 shares of common stock may be issued pursuant to the Directors Plan
and 21,996 shares were awarded: 3,666 to each of six (6) directors as of June
30, 2002. On each of the three anniversary dates of the Directors Plan, 1,222
shares of such stock will become non-forfeitable unless the forfeitability is
accelerated by death or retirement of a given director/holder and in the
event of a change in control of the Company, the shares granted to each
participant which have not theretofore become non-forfeitable shall
immediately become non-forfeitable, the restriction on transferability shall
terminate and a stock certificate for the total number of non-forfeited
shares granted to such participant shall be delivered to such participant.

INDEMNIFICATION AGREEMENTS WITH DIRECTORS AND OFFICERS

     The Company and the Savings Bank have entered into agreements to
indemnify each of their directors and Jeffery W. Clark. The indemnification
agreements require the Company and the Savings Bank to indemnify the
directors and Mr. Clark against liabilities that may arise by reason of their
status or service as officers and directors, other than liabilities arising
from willful misconduct of a culpable nature and certain investigations by
banking regulators, and to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified.

                                       72

<Page>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTER.

     The following table sets forth, as of December 1, 2002, certain information
as to the Common Stock beneficially owned by (i) each person or entity,
including any "group" as that term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), who or which was known to the
Company to be the beneficial owner of more than 5% of the issued and outstanding
Common Stock, (ii) the directors of the Company, and (iii) all directors and
executive officers of the Company and the Savings Bank as a group.

<Table>
<Caption>
                                                             AMOUNT AND NATURE
               NAME OF BENEFICIAL                             OF BENEFICIAL
               OWNER OR NUMBER OF                             OWNERSHIP AS OF            PERCENT OF
                PERSONS IN GROUP                            DECEMBER 1, 2002(1)         COMMON STOCK
---------------------------------------------------       -----------------------     ----------------
<S>                                                             <C>                         <C>
First Federal Financial Bancorp, Inc. Employee                   49,790(2)                  10.79%
Stock Ownership Plan Trust

Arnhold and S. Bleichroeder, Inc.                                45,000(3)                   9.75
Arnhold and S. Bleichroeder Advisers, Inc.
1345 Avenue of the Americas
New York, New York  10105

Estate of James E. Waldo                                         44,611(4)                   9.59

Tontine Financial Partners, L.P.                                 34,900(5)                   7.56
Tontine Management, L.L.C.
Jeffrey L. Gendell
200 Park Avenue, Suite 3900
New York, New York 10166

Directors:
Thomas D. Phillips                                               33,367(6)(7)                7.12
I. Vincent Rice                                                  26,246(7)(8)                5.64
Edith M. Daniels                                                 18,366(9)                   3.95
Steven C. Milleson                                               17,829(10)                  3.80
Edward R. Rambacher                                              21,172(7)(11)               4.55

All directors and executive officers                            132,728(12)                 27.50
 of the Company and the Savings Bank
 as a group (6 persons)
</Table>

----------

(1)  Based upon filings made pursuant to the Exchange Act and information
     furnished by the respective individuals. Under regulations promulgated
     pursuant to the Exchange Act, shares of Common Stock are deemed to be
     beneficially owned by a person if he or she directly or indirectly has or
     shares (i) voting power, which includes the power to vote or to direct the
     voting of the shares, or (ii) investment power, which includes the power to
     dispose or to direct the disposition of the shares. Unless otherwise
     indicated, the named beneficial owner has sole voting and dispositive power
     with respect to the shares. Shares which are subject to stock options and
     which may be exercised within 60 days of December 1, 2002 are deemed to be
     outstanding for the purpose of computing the percentage of Common Stock
     beneficially owned by such person.

                                       73

<Page>

(2)  The First Federal Financial Bancorp, Inc. Employee Stock Ownership Plan
     Trust ("Trust") was established pursuant to the First Federal Financial
     Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") by an agreement
     between the Company and Messrs. Thomas D. Phillips, Edward R. Rambacher and
     I. Vincent Rice who act as trustees of the plan ("Trustees"). As of
     December 1, 2002, 28,127 shares held in the Trust had been allocated to
     the accounts of participating employees. Under the terms of the ESOP, the
     Trustees will generally vote the allocated shares held in the ESOP in
     accordance with the instructions of the participating employees.
     Unallocated shares held in the ESOP will generally be voted in the same
     ratio on any matter as those allocated shares for which instructions are
     given, subject in each case to the fiduciary duties of the ESOP trustees
     and applicable law. Any allocated shares which either abstain on the
     proposal or are not voted will be disregarded in determining the percentage
     of stock voted for and against each proposal by the participants and
     beneficiaries. The amount of Common Stock beneficially owned by directors
     who serve as Trustees of the ESOP and by all directors and executive
     officers as a group does not include the unallocated shares held by the
     Trust.

(3)  Based on a Schedule 13G filing pursuant to the Exchange Act on February 15,
     2000. The reporting persons have shared voting and dispositive powers.

(4)  Includes 3,358 shares which may be acquired by Mr. Waldo's estate upon the
     exercise of stock options.

(5)  Based on a Schedule 13D filing pursuant to the Exchange Act on February 7,
     2001. The reporting persons have shared voting and dispositive powers.

(6)  Includes 10,000 shares held by the Phillips' Funeral Home Trust Pension
     Fund, 5,000 shares held by Mr. Phillips' spouse and 3,358 shares which may
     be acquired by Mr. Phillips upon the exercise of stock options.

(7)  Excludes the shares held by the ESOP, of which the named director is one of
     three trustees.

(8)  Includes 10,076 shares which may be acquired by Mr. Rice upon the exercise
     of stock options and 6,586 shares held by the Company's ESOP for the
     account of Mr. Rice.

(9)  Includes 3,359 shares which may be acquired by Ms. Daniels upon the
     exercise of stock options.

(10) Includes 2,400 shares held by Mr. Milleson's spouse as custodian for
     children, 716 shares held by Mr. Milleson's spouse in her Individual
     Retirement Account ("IRA"), and 3,358 shares which may be acquired by Mr.
     Milleson upon the exercise of stock options.

(11) Includes 806 shares held by Mr. Rambacher's spouse, 5,000 shares held by
     Mr. Rambacher's spouse in her IRA, 1,000 shares held by Mr. Rambacher's
     spouse as custodian for her son, and 3,358 shares which may be acquired by
     Mr. Rambacher upon the exercise of stock options.

(12) Includes 29,508 shares which may be acquired by all directors and executive
     officers of the Company as a group upon the exercise of stock options. Also
     includes 10,834 which are held by the Company's ESOP which have been
     allocated to the accounts of executive officers.

                                       74

<Page>

EQUITY COMPENSATION PLAN INFORMATION

     The following tables presents information on the Company's equity
compensation plans generally at September 30, 2002.

<Table>
<Caption>
                                                                                                  NUMBER OF SECURITIES
                                                         NUMBER OF                                 REMAINING AVAILABLE
                                                      SECURITIES TO BE                             FOR FUTURE ISSUANCE
                                                        ISSUED UPON                                   UNDER EQUITY
                                                        EXERCISE OF         WEIGHTED-AVERAGE       COMPENSATION PLANS
                                                        OUTSTANDING         EXERCISE PRICE OF     (EXCLUDING SECURITIES
                                                     OPTIONS, WARRANTS    OUTSTANDING OPTIONS,         REFLECTED IN
                                                         AND RIGHTS        WARRANTS AND RIGHTS         COLUMN (a))
PLAN CATEGORY                                               (a)                    (b)                     (c)
----------------------------------------------     --------------------  ----------------------  ------------------------
<S>                                                        <C>                  <C>                      <C>
Equity compensation plans approved by
   security holders.........................               36,224               $  12.00                 30,954(1)
Equity compensation plans not
   approved by security holders.............               21,996(2)                                         --
                                                       ----------                                     ---------
       Total................................               58,220                                        30,954
                                                       ==========                                     =========
</Table>

(1)  Grants to non-employee directors may not exceed 30% of the shares reserved
     and no grant to any one employee or non-employee director may exceed 25% or
     5% of the shares reserved under the plan, respectively.

(2)  Includes 21,996 shares of restricted stock granted on May 20, 2002, evenly
     to each of six (6) of the Company's directors, which restricted shares
     become non-forfeitable in one-third increments every anniversary from the
     date of grant. All restricted share's non-forfeitability will be
     accelerated upon the acquisition of the Company by a third party.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     All loans or extensions of credit to executive officers and directors must
be made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with the
general public, unless the loans are made pursuant to a benefit or compensation
program that (i) is widely available to employees of the institution and (ii)
does not give preference to any director, executive officer or principal
stockholder, or certain affiliated interests of either, over other employees of
the savings institution, and must not involve more than the normal risk of
repayment or present other unfavorable features.

     The Savings Bank's policy provides that all loans made by the Savings Bank
to its directors and officers are made in the ordinary course of business, on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons. The
Savings Bank's policy provides that such loans may not involve more than the
normal risk of collection or present other unfavorable features. As of September
30, 2002, loans to directors and executive officers, including outstanding
balances and commitments, amounted to $52,308, or .66% of the Savings Bank's
total capital, at September 30, 2002. As of such date, there were no loans to
any director or executive officer made at preferential rates or terms which, in
the aggregate, exceeded $60,000 during the three years ended September 30, 2002.
All such loans were made by the Savings Bank in accordance with the
aforementioned policy.

                                       75

<Page>

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.

     (a)  Document filed as part of this Report.

          (1)    The following documents are filed as part of this report.

          Independent Auditor's Report.

          Consolidated Balance Sheets as of September 30, 2002 and 2001.

          Consolidated Statements of Income for the Years Ended September 30,
     2002, 2001 and 2000.

          Consolidated Statements of Changes in Stockholders' Equity for the
     Years Ended September 30, 2002, 2001 and 2000.

          Consolidated Statements of Cash Flows for the Years Ended September
     30, 2002, 2001 and 2000.

          Notes to Consolidated Financial Statements.

          (2)    All schedules for which provision is made in the applicable
     accounting regulation of the Securities and Exchange Commission are omitted
     because they are not applicable or the required information is included in
     the Consolidated Financial Statements or notes thereto.

          (3)(a) The following exhibits are filed as part of this Form 10-KSB,
     and this list includes the Exhibit Index.

<Table>
<Caption>
    No.                                    Description
----------       ---------------------------------------------------------------
<S>              <C>
2.0              Agreement and Plan or  Reorganization  dated April 25, 2002 by
                 and between First Federal  Savings Bank of Orton and Lincoln
                 Savings and Loan Association.(1)
3.1              Certificate of Incorporation of First Federal Financial
                 Bancorp, Inc.(2)
3.1.1            Certificate of Amendment to Certification of Incorporation.(3)
3.2              Bylaws of First Federal Financial Bancorp, Inc.(2)
4                Stock Certificate of First Federal Financial Bancorp, Inc.(2)
4.1              Stockholder Protection Rights Agreement.(4)
10.1             Stock Option Plan*(5)
10.2             Recognition and Retention Plan and Trust*(2)
10.3             Employment Agreement among First Federal Financial Bancorp,
                 Inc., First Federal Savings Bank of Ironton and I. Vincent Rice(6)(7)
10.4             2002 Directors Stock Plan*(8)
10.5             Indemnification Agreement by and between First Federal
                 Financial Bancorp, Inc. and Thomas D. Phillips(9)
10.6             Indemnification Agreement by and between First Federal
                 Savings Bank of Ironton and Thomas D. Phillips(10)
21               Subsidiaries of the Registrant - Reference is made to Item 1.
                 "Business" for the  Required information
23               Independent Auditor's Consent
</Table>

----------
(1)  Incorporated by reference from the Form 8-K filed by the Registrant with
the Securities and Exchange Commission ("SEC") on April 30, 2002.

(2)  Incorporated by reference from the Registration Statement on Form S-1
(Registration No. 333-1672) filed by the Registrant with the Securities and
Exchange Commission ("SEC") on February 26, 1996, as amended.

(3)  Incorporated by reference from the Form 10-QSB by the Registrant with the
Securities and Exchange Commission ("SEC") on February 2, 2001.

(4)  Incorporated by reference from the Form 8-K filed by the Registrant with
the SEC on May 23, 2001.

(5)  Incorporated by reference from the Form 10-KSB for the fiscal year ended
September 30, 1996 filed by the Registrant with the SEC on December 26, 1996.

(6)  Incorporated by reference from the Form 10-KSB for the fiscal year ended
September 30, 1999 filed by the Registrant with the SEC on December 29, 1999.

(7)  Representative of a similar agreement entered into with Jeffery W. Clark.

(8)  Incorporated by reference from the Registration Statement on Form S-8
filed by the Registrant with the Securities and Exchange Commission ("SEC") on
June 11, 2002.

(9)  First Federal Financial Bancorp, Inc. has entered into substantially
     identical agreements with each of its directors and Jeffery W. Clark.

(10) First Federal Savings Bank of Ironton has entered into substantially
     identical agreements with each of its directors and Jeffery W. Clark.

*    Management contract or compensatory plan or arrangement.

          (3)(b) Reports filed on Form 8-K.

     A Form 8-K was filed by the Registrant with the Securities and Exchange
Commission ("SEC") on July 26, 2002, with a press release of the Registrant's
fourth quarter earnings.


                                      76
<Page>


ITEM 14. CONTROLS AND PROCEDURES.

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's President along with the Company's
Comptroller, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to the Securities Exchange Act of
1934 ("Exchange Act") Rule 13a-14. Based upon that evaluation, the Company's
President along with the Company's Comptroller concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic Securities and
Exchange Commission ("SEC") filings. There have been no significant changes in
the Company's internal controls or in other factors which could significantly
affect these controls subsequent to the date the Company carried out its
evaluation.

Disclosure controls and procedures are Company controls and other procedures
that are designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by the Company in the reports that it files under the
Exchange Act is accumulated and communicated to the Company's management,
including its President and Comptroller, as appropriate, to allow timely
decisions regarding required disclosure.

                                       77

<Page>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                   FIRST FEDERAL FINANCIAL BANCORP, INC.


                                   By: /s/ I. Vincent Rice
                                       ----------------------------------------
                                       I. Vincent Rice
                                       President


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

/s/ I. Vincent Rice                                     December 24, 2002
-----------------------------------------------
I. Vincent Rice
President (Principal Executive Officer)

/s/ Jeffery W. Clark                                    December 24, 2002
-----------------------------------------------
Jeffery W. Clark
Comptroller (Principal Financial and
Accounting Officer)

/s/ Thomas D. Phillips                                  December 24, 2002
-----------------------------------------------
Thomas D. Phillips
Chairman

/s/ Edith M. Daniels                                    December 24, 2002
-----------------------------------------------
Edith M. Daniels
Corporate Secretary and Director

/s/ Edward R. Rambacher                                 December 24, 2002
-----------------------------------------------
Edward R. Rambacher
Director

/s/ Steven C. Milleson                                  December 24, 2002
-----------------------------------------------
Steven C. Milleson
Director

                                       78

<Page>

                                 CERTIFICATIONS

I, I. Vincent Rice, certify that:

        1.  I have reviewed this annual report on Form 10-KSB of First Federal
            Financial Bancorp, Inc.;

        2.  Based on my knowledge, this annual report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this annual report;

        3.  Based on my knowledge, the financial statements, and other financial
            information included in this annual report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for, the periods presented
            in this annual report;

        4.  The registrant's other certifying officers and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
            and we have:

               (a)  Designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others within those entities, particularly during the
                    period in which this annual report is being prepared;

               (b)  Evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this annual report (the "Evaluation
                    Date"); and

               (c)  Presented in this annual report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

        5.  The registrant's other certifying officers and I have disclosed,
            based on our most recent evaluation, to the registrant's auditors
            and to the audit committee of the registrant's board of directors
            (or persons performing the equivalent function):

               (a)  All significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls;

               (b)  Any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and

        6.  The registrant's other certifying officers and I have indicated in
            this annual report whether or not there were significant changes in
            internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent
            evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses.

Date: December 24, 2002


                                   /s/ I. Vincent Rice
                                   --------------------
                                   President


<Page>

I, Jeffery W. Clark, certify that:

        1.  I have reviewed this annual report on Form 10-KSB of First Federal
            Financial Bancorp, Inc.;

        2.  Based on my knowledge, this annual report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this annual report;

        3.  Based on my knowledge, the financial statements, and other financial
            information included in this annual report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for, the periods presented
            in this annual report;

        4.  The registrant's other certifying officers and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
            and we have:

               (a)  Designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others within those entities, particularly during the
                    period in which this annual report is being prepared;

               (b)  Evaluated the effectiveness of the registrant 's disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this annual report (the "Evaluation
                    Date"); and

               (c)  Presented in this annual report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

        5.  The registrant's other certifying officers and I have disclosed,
            based on our most recent evaluation, to the registrant's auditors
            and to the audit committee of the registrant's board of directors
            (or persons performing the equivalent function):

               (a)  All significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls;

               (b)  Any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and

        6.  The registrant's other certifying officers and I have indicated in
            this annual report whether or not there were significant changes in
            internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent


            evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses.


Date: December 24, 2002


                                   /s/ Jeffery W. Clark
                                   --------------------
                                   Comptroller