<PAGE>


                                                                      EXHIBIT 13






                      FIRST FEDERAL FINANCIAL BANCORP, INC.

                               2001 ANNUAL REPORT









<PAGE>


                      FIRST FEDERAL FINANCIAL BANCORP, INC.

                                TABLE OF CONTENTS

                                * * * * * * * * *

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                                                                                                       <C>
President's Letter to Stockholders...................................................................           1

Selected Consolidated Financial Information..........................................................           2

Management's Discussion and Analysis
  of Financial Condition and Results of Operations...................................................        3-14

Independent Auditor's Report ........................................................................          15

Consolidated Financial Statements:
  Consolidated Balance Sheets........................................................................          16
  Consolidated Statements of Income..................................................................          17
  Consolidated Statements of Changes
     in Stockholders' Equity.........................................................................       18-19
  Consolidated Statements of Cash Flows..............................................................       20-21

Notes to Consolidated Financial Statements...........................................................       22-41

Directors and Executive Officers.....................................................................          42

Banking Locations....................................................................................          42

Stockholder Information..............................................................................       43-44

</TABLE>

                                * * * * * * * * *


<PAGE>


                      FIRST FEDERAL FINANCIAL BANCORP, INC.
                                415 Center Street
                                  Ironton, Ohio
                                (740) 532 - 6845


To Our Stockholders and Friends:

We are proud to deliver another year of operating results and we are grateful
for your continued support and confidence. First Federal entered the new
millennium following record fiscal 2000 earnings. In spite of a slowing local
economy and strong competition from six local and regional financial
institutions, we were able to achieve 2001 net income of $268,000, or $.61 per
share, as compared to $356,000, or $.70 per share, for fiscal year 2000.

We continued our stock buyback program during the year repurchasing an
additional 82,755 shares. This factor, along with our profitability, increased
our book value per share to $19.48 at September 30, 2001, up from $17.52 at
September 30, 2000. We also continued our regular quarterly dividend policy of
$.07 per share throughout 2001.

Total assets reached $70.0 million for the first time in our history, closing
the year at $71.0 million, up $3.4 million, or 5.0%, over fiscal year 2000. We
experienced a slower loan demand for the first time in the past five years as a
direct result of the local, economic downturn. Loans decreased $1.1 million, or
2.1%, from the record high $53.4 million at the close of fiscal 2000. This
economic downturn can also be attributable to our higher than normal level of
loans charged-off during the year, such amounts totaling $104,000 as compared to
$18,000 for fiscal 2000 and $12,000 for fiscal year 1999. Increased provision
for loan losses also had a direct effect on our decreased earnings as additional
loan loss provisions were required to maintain our allowance for loan losses at
an acceptable level. Overall, we believe our asset quality remains good, and we
continue to practice conservative, loan underwriting standards.

The new year, fiscal year 2002, presents new challenges unprecedented during
most of our banking careers. Key interest rates are at all time lows, and we
anticipate a year where loan refinancings and early calls of investment
securities will generate excess levels of liquidity. Management and your Board
will be faced with the challenge of reinvesting such liquidity in profitable,
interest-earning assets. We feel we are up to such challenge, and you can rest
assured that every effort will be maintained to increase shareholder value.
Despite the general pessimism about consumer confidence, we feel your
institution remains strong, and we can rise to the top in our local trade area.
The commitment by our customers, members of our Board, and employees and
management team will enable us to remain very competitive and successful during
fiscal 2002, and I look forward to the challenges which lie ahead.

Sincerely,


/s/ I. VINCE RICE
I. Vince Rice
President


                                      -1-
<PAGE>


                   SELECTED CONSOLIDATED FINANCIAL INFORMATION

<TABLE>
<CAPTION>

                                                                              September 30,
                                             ----------------------------------------------------------------------------
                                                 2001              2000           1999            1999             1997
                                             -----------       -----------    -----------     -----------     -----------
                                                                              (Dollars in Thousands)
<S>                                          <C>              <C>             <C>             <C>             <C>
SELECTED FINANCIAL CONDITION AND OTHER DATA:
Total assets                                 $    70,986       $    67,620    $    65,136     $    62,396     $    59,078
Cash and cash equivalents                          2,196             1,210            941             746             807
Investment securities(1)                           3,539             2,525          3,108           3,920           8,951
Mortgage-backed securities(2)                     10,499             8,288          9,146          10,887           7,826
Loans receivable, net                             52,275            53,417         49,703          44,643          39,026
Real estate owned                                    311                 -             45              11              50
Deposits                                          51,116            46,366         47,743          45,437          44,993
FHLB advances                                     10,837            11,690          7,846           7,004           3,300
Stockholders' equity, net                          8,710             9,286          9,283           9,651          10,479
Full service offices                                   2                 2              2               2               2

</TABLE>

<TABLE>
<CAPTION>

                                                                  At or For the Year Ended September 30,
                                             -----------------------------------------------------------------------------
                                                 2001              2000           1999            1999               1997
                                             -----------       -----------    -----------     -----------     -------------
                                                                              (Dollars in Thousands)
<S>                                          <C>              <C>             <C>             <C>             <C>
SELECTED OPERATING DATA:
Total interest income                        $     5,019       $     4,748    $     4,378     $     4,239     $     4,134
Total interest expense                             3,166             2,873          2,663           2,620           2,448
                                             -----------       -----------    -----------     -----------     -----------
    Net interest income                            1,853             1,875          1,715           1,619           1,686
Provision for loan losses                             55                23             17              12               3
                                             -----------       -----------    -----------     -----------     -----------
    Net interest income after
     provision for loan losses                     1,798             1,852          1,698           1,607           1,683
Non-interest income                                  128               106            101             145              52
Non-interest expense                               1,537             1,440          1,455           1,421           1,306
                                             -----------       -----------    -----------     -----------     -----------
    Income before provision
     for income taxes                                389               518            344             331             429
Provision for income taxes                           121               162            104              79             142
                                             -----------       -----------    -----------     -----------     -----------
Net income                                   $       268       $       356    $       240     $       252     $       287
                                             ===========       ===========    ===========     ===========     ===========
Earnings per share:
     Basic                                   $       .61       $       .70    $       .45     $       .44     $       .46
     Diluted                                 $       .61       $       .70    $       .45     $       .43     $       .46
Book value per share                         $     19.48       $     17.52    $     16.83     $     16.54     $     16.21

SELECTED OPERATING RATIOS(3):
 Return on average assets                           0.39%             0.53%          0.37%           0.41%           0.49  %
 Return on average equity                           3.01              3.81           2.58            2.56            2.70
 Average equity to average assets                  12.89             13.99          14.39           15.93           18.23
 Equity to assets at
  end of year                                      12.27             13.73          14.25           15.47           17.70
 Interest rate spread(4)                            2.25              2.32           2.18            2.04            2.12
 Net interest margin(4)                             2.79              2.90           2.75            2.72            2.97
 Average interest-earning assets
  to average interest-bearing
  liabilities                                     111.30            113.12         113.30          115.48          119.77
 Net interest income after
  provision for loan losses to
  total expense                                   116.98            128.61         116.70          113.93          128.87
 Non-interest expense to average
  total assets                                      2.23              2.15           2.24            2.30            2.24

ASSET QUALITY RATIOS(5):
 Non-performing loans to total
  loans at end of year                              0.40              0.41           0.30            0.27            0.21
 Non-performing assets to total
  assets at end of year                             0.74              0.33           0.34            0.22            0.22
 Allowance for loan losses to
  total loans outstanding
  at end of year                                    0.47              0.55           0.59            0.64            0.73

</TABLE>

-------------
(1) Includes investment securities held to maturity as well as those available
for sale.
(2) Includes mortgage-backed securities held to maturity as well as those
available for sale.
(3) With the exception of end of year ratios, all ratios are based on average
monthly balances during the year.
(4) Interest rate spread represents the difference between the weighted average
yield on interest-earning assets and the weighted average rate on
interest-bearing liabilities. Net interest margin represents net interest income
as a percentage of average interest-earning assets.
(5) Non-performing loans consist of non-accrual loans and loans that are
contractually past due 90 days or more but still accruing interest, and non-
performing assets consist of non-performing loans and real estate acquired by
foreclosure or deed-in-lieu thereof.


                                      -2-
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

GENERAL

               First Federal Financial Bancorp, Inc. (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.
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, 2001, the Company had total
consolidated assets of $71.0 million, total consolidated liabilities of $62.3
million, and total stockholders' equity of $8.7 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.

"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 in this Annual Report 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 2002 and any
Current Reports on Form 8-K filed by the Company.


                                      -3-
<PAGE>


FINANCIAL CONDITION

               ASSETS. Total assets increased by $3.4 million, or 5.0%, from
$67.6 million at September 30, 2000 to $71.0 million at September 30, 2001. The
increase consisted primarily of increases in cash and cash equivalents of $1.0
million, investment securities of $1.0 million, and mortgage-backed securities
of $2.2 million, partially offset by a decrease in loans receivable of $1.1
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 $1.0 million,
totaling $2.2 million at September 30, 2001 as compared to $1.2 million at
September 30, 2000.

               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 $1.0 million, or 40.0%, from $2.5 million at September 30, 2000
to $3.5 million at September 30, 2001.

               LOANS RECEIVABLE. The Company's loans receivable, net, decreased
by $1.1 million, or 2.1%, from $53.4 million at September 30, 2000 to $52.3
million at September 30, 2001. Total loan originations during the year amounted
to $10.9 million, of which $6.5 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 $48.9 million, or 92.3%, of total
gross loans outstanding at September 30, 2001, while consumer loans, including
installment loans, loans secured by deposit accounts and unsecured loans,
totaled $4.1 million, or 7.7%, 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
decreased slightly from .55% at September 30, 2000 to .47% at September 30,
2001. The total dollar amount of the allowance decreased from $297,000 at
September 30, 2000 to $248,000 at September 30, 2001.


                                      -4-
<PAGE>


               Charge-off activity for the year ended September 30, 2001 totaled
$105,698 as compared to $24,491 for the preceding year. Recoveries totaled
$1,550 and $6,313 for the years ended September 30, 2001 and 2000, respectively.
Of the $105,698 of charge-offs in 2001, approximately $92,000 consisted of
consumer loans, of which $31,000 was to one borrower. The remainder consisted of
14 other consumer loans which management attributes to an economic downturn in
the local economy.

               The Company had $204,000 and $206,000 of non-accrual loans at
September 30, 2001 and 2000, respectively. At the same dates, there were loans
of $7,000 and $15,000 greater than 90 days delinquent which were still accruing
interest.

               The Company had no troubled debt restructurings during the years
ended September 30, 2001 and 2000.

               Management has determined that the allowance for loan losses is
adequate at September 30, 2001 and 2000.

               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 increased $2.2 million, or 26.5%, totaling $10.5
million at September 30, 2001 and $8.3 million at September 30, 2000. During the
year ended September 30, 2001, there was $3.0 million of mortgage-backed
securities purchased, and $1.0 million in principal repayments. The market value
of the available for sale portfolio increased $.2 million.

               OFFICE PROPERTIES AND EQUIPMENT. The Company expended
approximately $36,000 during 2001 for various remodeling projects, computers,
and other equipment.

               DEPOSITS. The Company's deposit accounts consist of passbook
savings accounts, certificates of deposit and checking accounts. Deposits
increased $4.7 million, or 10.1%, from $46.4 million at September 30, 2000 to
$51.1 million at September 30, 2001. The Bank continues to offer competitive
interest rates on deposit accounts. The increase in deposits was used to fund
purchases of investments and mortgage-backed securities during the year.

               ADVANCES FROM FEDERAL HOME LOAN BANK. The Company utilized $6.2
million in new advances during the year ended September 30, 2001 to meet its
loan demand and other funding needs. Approximately $7.1 million of advances were
repaid during the year. Outstanding advances totaled $10.8 million at September
30, 2001 as compared to $11.7 million at September 30, 2000. The Company has
ample borrowing capacity if needed to fund future commitments.

               STOCKHOLDERS' EQUITY. Stockholders' equity decreased $.6 million,
or 6.5%, from $9.3 million at September 30, 2000, to $8.7 million at September
30, 2001. Net income during the year of $268,000 was offset by dividends paid,
the purchase of treasury stock, and stock released to employee benefit plans.


                                      -5-
<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,
                                 -----------------------------------------------------------------------------------------------
                                              2001                           2000                               1999
                                 ----------------------------    ----------------------------     ------------------------------
                                                                  (Dollars in Thousands)
                                 Average               Yield/    Average               Yield/     Average                 Yield/
                                 Balance    Interest    Rate     Balance    Interest    Rate      Balance     Interest     Rate
                                 -------    --------    ----     -------    --------    ----      -------     --------     ----
<S>                              <C>        <C>       <C>        <C>        <C>         <C>       <C>         <C>         <C>
Interest-earning assets:
  Loans receivable(6)            $52,961     $4,219     7.97%    $52,051     $3,986     7.66%     $49,124      $3,583      7.29%
  Mortgage-backed
   securities(7)                   9,156        567     6.19       8,941        540     6.04        9,469         570      6.02
  Investment securities(8)         2,701        167     6.18       2,717        174     6.40        3,183         177      5.56
  Other interest-
   earning assets                  1,571         66     4.20         897         48     5.35          671          48      7.15
                                 -------     ------              -------     ------               -------      ------
     Total interest-
      earning assets              66,389      5,019     7.56      64,606      4,748     7.35       62,447       4,378      7.01
                                             ------     ----                 ------     ----                   ------      ----
Non-interest earning
 assets                            2,619                           2,263                            2,267
                                 -------                         -------                          -------

     Total assets                $69,008                         $66,869                          $64,714
                                 =======                         =======                          =======


Interest-bearing liabilities:
 Deposits                        $49,332      2,568     5.21      47,509      2,290     4.82      $47,992       2,294      4.78
 FHLB advances                    10,318        598     5.80       9,603        583     6.07        7,123         369      5.18
                                 -------     ------              -------     ------               -------      ------
     Total interest-
      bearing liabilities         59,650      3,166     5.31      57,112      2,873     5.03       55,115       2,663      4.83
                                             ------     ----                 ------     ----                   ------      ----
Non-interest bearing
 liabilities                         463                             403                              287
                                 -------                         -------                          -------

     Total liabilities            60,113                          57,515                           55,402
Stockholders' equity               8,895                           9,354                            9,312
                                 -------                         -------                          -------
     Total liabilities and
     stockholders' equity        $69,008                         $66,869                          $64,714
                                 =======                         =======                          =======

Net interest income;
 interest rate spread                        $1,853     2.25%                $1,875     2.32%                  $1,715      2.18%
                                             ======     ====                 ======     ====                   ======      ====


Net interest margin(9)                                  2.79%                           2.90%                              2.75%
                                                        ====                            ====                               ====
Average interest-earning
  assets to average
  interest-bearing liabilities                        111.30%                         113.12%                            113.30%
                                                      ======                          ======                             ======
</TABLE>

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


                                      -6-
<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,
                                    ---------------------------------------------------------------------------------------
                                          2001 vs. 2000                   2000 vs. 1999                 1999 vs. 1998
                                    ---------------------------   --------------------------    ---------------------------
                                         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>     <C>
Interest-earning assets:
  Loans receivable                 $ 161     $  72     $ 233     $ 179     $ 224     $ 403     $  (7)    $ 401     $ 394
  Mortgage-backed securities(10)      14        13        27         2       (32)      (30)        4       (39)      (35)
  Investment securities(11)           (6)       (1)       (7)       23       (26)       (3)      (71)     (153)     (224)
  Other interest-earning assets      (10)       28        18       (16)       16       -         -           4         4
                                   -----     -----     -----     -----     -----     -----     -----     -----     -----
    Total interest-earning
     assets                          159       112       271       188       182       370       (74)      213       139
                                   -----     -----     -----     -----     -----     -----     -----     -----     -----

Interest-bearing liabilities:
  Deposits                           183        95       278        19       (23)       (4)     (142)      113       (29)
  FHLB advances                      (26)       41        15        63       151       214         9        63        72
                                   -----     -----     -----     -----     -----     -----     -----     -----     -----


     Total interest-bearing
      liabilities                    157       136       293        82       128       210      (133)      176        43
                                   -----     -----     -----     -----     -----     -----     -----     -----     -----


Increase (decrease) in net
  interest income                  $   2     $ (24)    $ (22)    $ 106     $  54     $ 160     $  59     $  37     $  96
                                   =====     =====     =====     =====     =====     =====     =====     =====     =====

</TABLE>


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


                                      -7-
<PAGE>


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 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.


                                      -8-
<PAGE>


          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.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

          NET INCOME. Net income was $356,000 for the year ended September 30,
2000 as compared to $240,000 for the year ended September 30, 1999, a increase
of $116,000, or 48.3%. Basic and diluted earnings per share were $.70 and $.45
for the years ended September 30, 2000 and 1999, respectively. The $116,000
increase in net income resulted from an increase in net interest income of
$160,000, or 9.3%, an increase in non-interest income of $5,000, or 5.0%, and a
decrease in non-interest expenses of $15,000, or 1.0%, partially offset by
increases in the provision for loan losses of $6,000, or 35.3%, and the
provision for income taxes of $58,000, or 55.8%.

          INTEREST INCOME. Interest income increased $370,000, or 8.5%, from
$4,378,000 for the year ended September 30, 1999 to $4,748,000 for the year
ended September 30, 2000. The increase consisted of an increase in interest
earned on loans receivable of $403,000, offset by declines in interest earned on
mortgaged-backed securities and investment securities of $30,000 and $3,000,
respectively. The increase in loan interest income resulted primarily from a
higher volume of loans during the year, and to a lesser extent, from increased
yields on the loan portfolio. The decreases in interest earned on
mortgage-backed securities and investment securities resulted primarily from a
decline in the average volumes of these portfolios. Overall, the
interest-earning assets yield increased 34 basis points, from 7.01% for fiscal
year 1999 to 7.35% for fiscal year 2000, reflecting higher market rates of
interest during the year.

          INTEREST EXPENSE. Interest expense increased $210,000, or 7.9%, from
$2,663,000 for the year ended September 30, 1999 to $2,873,000 for the year
ended September 30, 2000. The increase resulted primarily from a higher volume
of advances from the FHLB during fiscal 2000 as compared to fiscal 1999, and to
a lesser extent, from increased rates paid on such advances and on deposits. The
average volume of advances from the FHLB approximated $9.6 million during fiscal
2000 as compared to $7.1 million during fiscal 1999. The yield paid on all
interest-bearing liabilities increased 20 basis points, from 4.83% for fiscal
1999 to 5.03% for fiscal 2000.


                                      -9-
<PAGE>


          PROVISION FOR LOAN LOSSES. For the 2000 fiscal year, the provision for
loan losses totaled $23,000 as compared to $17,000 for fiscal 1999. The
increased provision represents management's estimate of losses that may be
inherent in the loan portfolio, the average balance of which increased $3.0
million during fiscal 2000. However, past due loans continue to remain at
historically low levels. Non-performing loans as a percentage of total loans at
September 30, 2000 totaled .41%. 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 $5,000 increase in non-interest income, from
$101,000 for the year ended September 30, 1999 to $106,000 for the year ended
September 30, 2000 resulted primarily from increased service charges on checking
accounts and increased fees earned on ATM transactions. The Company's
advertising campaign, along with their expanded facilities, have enabled it to
better compete with other area institutions for transaction accounts, resulting
in increased service fee income. Also, for the 2000 fiscal year, $11,000 in
gains on sales of foreclosed real estate were offset by $13,000 of losses on
sales of securities.

          NON-INTEREST EXPENSE. The $15,000 decrease in non-interest expense,
from $1,455,000 for the year ended September 30, 1999 to $1,440,000 for the year
ended September 30, 2000, resulted primarily from decreases in SAIF deposit
insurance premiums of $13,000, franchise taxes of $10,000 and other expenses of
$10,000, partially offset by increases in data processing expenses and occupancy
and equipment expenses of $18,000 and $8,000, respectively.

          PROVISION FOR INCOME TAXES. The $58,000 increase in the provision for
income taxes, from $104,000 for the year ended September 30, 1999 to $162,000
for the year ended September 30, 2000 resulted from the increase in pretax
income. The Company's effective tax rates were 31.2% and 30.2% for the 2000 and
1999 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, 2001, the
ratio of the Company's average interest-earning assets to average
interest-bearing liabilities amounted to 111.30% as compared to 113.12% at
September 30, 2000.

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

          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


                                      -10-
<PAGE>


Company's assets, the maturity proceeds of which are subject to reinvestment in
loans or securities at then market rates:

<TABLE>
<CAPTION>
                                                              2001                     2000
                                                       -------------------       -------------------
                                                       Amount      Percent       Amount      Percent
                                                       ------      -------       ------      -------
                                                                   (Dollars in Millions)
<S>                                                  <C>            <C>        <C>            <C>
Adjustable rate:
  Single family mortgage loans                        $ 27.4         66.4%       $ 28.4        65.6%
  Total loans                                           33.6         63.4          34.4        63.4
  Mortgage-backed securities                             9.9         94.3           8.2        99.2
Investment securities (maturities of
  five years or less)                                     .7         20.0           1.5        60.0
</TABLE>


          As part of its efforts to maximize net interest income and manage the
risks associated with changing interest rates, management of the Bank uses the
"market value of portfolio equity" ("NPV") methodology which the Office of
Thrift Supervision ("OTS") has adopted as part of its capital regulations.
Although the 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 Bank's interest rate risk.

          Under this methodology, interest rate risk exposure is assessed by
reviewing the estimated changes in the 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.

          Presented below, as of September 30, 2001 and 2000, is an analysis of
the 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 Bank's currently strong capital position.

<TABLE>
<CAPTION>

                                                                 Market Value of Portfolio Equity
                                                                 --------------------------------
       Changes in                                   As of September 30, 2001              As of September 30, 2000
       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)%               $ (2,300)            (27)%               $  (2,512)             (30)%
           +200            (20)                  (1,347)            (16)                   (1,471)             (17)
           +100            (10)                    (617)             (7)                     (600)              (7)
             -               -                      -                -                        -               -
           -100            (10)                     252               3                       362                4
           -200            (20)                     474               5                       579                7
           -300            (30)                     -                -                        885               10
</TABLE>

          As indicated in the table above, a slight decrease in the Company's
exposure to interest rate risk for 2001 as compared to 2000 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


                                      -11-
<PAGE>


calculation of risk-based capital. At September 30, 2001 and 2000, 2% of the
present value of the Bank's assets was approximately $1.4 million and $1.3
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, 2001 and 2000, the Bank would not have a
significant interest rate risk component deducted from its regulatory capital.

LIQUIDITY AND CAPITAL RESOURCES

          The 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 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 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 31.1% for the quarter ended September 30, 2001, as
compared to 24.7% for the quarter ended September 30, 2000. At September 30,
2001, the Bank's "liquid" assets totaled approximately $14.1 million, which was
$12.3 million in excess of the current OTS minimum requirement.

          The Bank's liquidity, represented by cash and cash equivalents, is a
product of its operating, investing and financing activities. The 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
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 Bank generates
cash through its retail deposits and, to the extent deemed necessary, has
utilized borrowings from the FHLB of Cincinnati. Outstanding advances totaled
$10.8 million at September 30, 2001.

          Liquidity management is both a daily and long-term function of
business management. The 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, 2001, the total approved loan
commitments and unused lines of credit outstanding amounted to $2.3 million.
Certificates of deposit scheduled to mature in one year or less at September 30,
2001 totaled $33.0 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, 2001, the Bank had regulatory capital which was well
in excess of applicable limits. At September 30, 2001, the 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, 2001, the Bank's tangible capital was
$7.2 million or 10.3% of adjusted total assets, core capital was $7.2 million or
10.3% of adjusted total assets and


                                      -12-
<PAGE>


risk-based capital was $7.5 million or 18.9% of adjusted risk-weighted assets,
exceeding the requirements by $6.2 million, $4.4 million and $4.3 million,
respectively.

          The Company, as a separately incorporated holding company, has no
significant operations other than serving as sole stockholder of the Bank. On an
unconsolidated basis, the Company has no paid employees. The Company's assets
consist of its investment in the 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 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 Bank.

RECENT ACCOUNTING PRONOUNCEMENTS

          Statement of Financial Accounting Standards ("SFAS") No. 133,
Accounting for Derivative Instruments and Hedging Activities, was effective for
all fiscal quarters of fiscal years beginning after June 15, 2000 (as of October
1, 2000 for the Company). It requires entities to recognize all derivatives as
either assets or liabilities in the balance sheet at fair value. If certain
conditions are met, a derivative may be specifically designated as a fair value
hedge, a cash flow hedge, or a foreign currency hedge. A specific accounting
treatment applies to each type of hedge. Entities may reclassify securities from
the held-to-maturity category to the available-for-sale category at the time of
adopting SFAS No. 133. The Company has not engaged in derivatives and hedging
activities covered by the new standard, and does not expect to do so in the
foreseeable future. Accordingly, SFAS No. 133 is not expected to have any impact
on the Company's consolidated financial statements.

          In September 2000, the FASB issued SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities."
SFAS No. 140 supercedes and replaces the guidance in SFAS No. 125, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities," and rescinds SFAS No. 127 "Deferral of the Effective Date of
Certain Provisions of FASB Statement No. 125." SFAS No. 140 provides accounting
and reporting standards for securitization transactions involving financial
assets, sales of financial assets such as receivables, loans and securities,
factoring transactions, wash sales, servicing assets and liabilities,
collateralized borrowing arrangements, securities lending transactions,
repurchase agreements, loan participations, and extinguishments of liabilities.
Certain provisions of this Statement including relevant disclosures are
effective for fiscal years ending after December 15, 2000. The remaining
provisions are effective for transfer transactions entered into after March 31,
2001. The Company has not entered into any transactions within the scope of this
statement and does not contemplate doing so in the future.

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.


                                      -13-
<PAGE>


          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 Bank's assets and liabilities are critical to
the maintenance of acceptable performance levels.









                                      -14-
<PAGE>


                        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, 2001 and 2000, and
the related consolidated statements of income, changes in stockholders' equity
and cash flows for the years ended September 30, 2001, 2000 and 1999. 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, 2001 and
2000, and the results of their operations and their cash flows for the years
ended September 30, 2001, 2000 and 1999, in conformity with accounting
principles generally accepted in the United States of America.


Ashland, Kentucky
November 2, 2001


                                      -15-
<PAGE>


              FIRST FEDERAL FINANCIAL BANCORP, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

                           SEPTEMBER 30, 2001 AND 2000

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                         2001               2000
                                                                                  ---------------    ----------------
<S>                                                                              <C>                 <C>
CASH AND CASH EQUIVALENTS, including interest-bearing
  deposits of $1,827,221 and $947,422, respectively                               $    2,196,367     $      1,209,531

INVESTMENT SECURITIES HELD TO MATURITY, approximate
  market value of $2,947,593 and $2,184,272, respectively                              2,879,973            2,178,891

INVESTMENT SECURITIES AVAILABLE FOR SALE,
  at approximate market value                                                            659,023              346,609

LOANS RECEIVABLE, less allowance for loan losses of
  $247,674 and $296,822, respectively                                                 52,274,784           53,417,289

MORTGAGE-BACKED SECURITIES HELD TO MATURITY,
  approximate market value of $4,299,156 and
  $3,814,684, respectively                                                             4,296,086            3,876,431

MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE,
  at approximate market value                                                          6,203,315            4,411,254

ACCRUED INTEREST RECEIVABLE                                                              397,696              380,444

FORECLOSED REAL ESTATE                                                                   310,593               -

OFFICE PROPERTIES AND EQUIPMENT                                                        1,667,884            1,710,719

OTHER ASSETS                                                                             100,360               88,358
                                                                                  --------------     ----------------
                                                                                  $   70,986,081     $     67,619,526
                                                                                  ==============     ================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

DEPOSITS                                                                          $   51,115,536     $     46,365,769

ADVANCES FROM FEDERAL HOME LOAN BANK                                                  10,837,289           11,690,299

ACCRUED INCOME TAXES PAYABLE:
  Current                                                                                (35,975)              19,147
  Deferred                                                                               130,505               23,326

ACCRUED INTEREST PAYABLE                                                                  47,879               64,726

OTHER LIABILITIES                                                                        180,597              169,977
                                                                                  --------------     ----------------
          Total liabilities                                                           62,275,831           58,333,244
                                                                                  --------------     ----------------

COMMITMENTS AND CONTINGENCIES (Note 16)

STOCKHOLDERS' EQUITY:
 Common stock, $.01 par value, 1,000,000 and 3,000,000 shares
   authorized, respectively; 447,137 and 529,892
   shares, respectively, issued and outstanding                                            4,471                5,299
 Employee benefit plans                                                                 (371,793)            (456,009)
 Additional paid-in capital                                                            4,254,063            5,021,867
 Retained earnings-substantially restricted                                            4,792,222            4,846,126
 Accumulated other comprehensive income (loss)                                            31,287             (131,001)
                                                                                  --------------     ----------------
          Total stockholders' equity                                                   8,710,250            9,286,282
                                                                                  --------------     ----------------
                                                                                  $   70,986,081     $     67,619,526
                                                                                  ==============     ================
</TABLE>


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


                                      -16-
<PAGE>


              FIRST FEDERAL FINANCIAL BANCORP, INC. AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME

              FOR THE YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999

<TABLE>
<CAPTION>

                                                                 2001                 2000                    1999
                                                           ---------------       ---------------         -------------
<S>                                                        <C>                   <C>                     <C>
INTEREST INCOME:
  Loans receivable -
      First mortgage loans                                 $     3,844,648       $     3,659,298         $   3,346,707
      Consumer and other loans                                     375,300               326,594               236,365
  Mortgage-backed and related securities                           566,333               539,745               569,842
  Investment securities                                            167,323               173,858               176,640
  Other interest-earning assets                                     66,001                48,179                48,587
                                                           ---------------       ---------------         -------------
        Total interest income                                    5,019,605             4,747,674             4,378,141
                                                           ---------------       ---------------         -------------

INTEREST EXPENSE:
  Interest-bearing checking                                         21,525                22,531                24,145
  Passbook savings                                                 233,314               241,533               254,576
  Certificates of deposit                                        2,313,571             2,025,630             2,015,890
  Advances from Federal Home Loan Bank                             597,758               583,420               368,737
                                                           ---------------       ---------------         -------------
        Total interest expense                                   3,166,168             2,873,114             2,663,348
                                                           ---------------       ---------------         -------------

        Net interest income                                      1,853,437             1,874,560             1,714,793

PROVISION FOR LOAN LOSSES                                           55,000                22,500                16,500
                                                           ---------------       ---------------         -------------
        Net interest income after provision for loan losses      1,798,437             1,852,060             1,698,293
                                                           ---------------       ---------------         -------------


NON-INTEREST INCOME:
  Service charges on deposits                                       51,411                54,372                47,943
  Other service charges, commissions and fees                       57,975                43,013                37,270
  Gains on foreclosed real estate                                    9,101                11,112                 1,661
  Securities losses                                                      -               (12,873)                    -
  Other                                                              9,268                10,644                13,792
                                                           ---------------       ---------------         -------------
        Total non-interest income                                  127,755               106,268               100,666
                                                           ---------------       ---------------         -------------

NON-INTEREST EXPENSE:
  Compensation and benefits                                        620,693               586,911               590,853
  Occupancy and equipment                                          140,750               136,376               128,167
  SAIF deposit insurance premiums                                    9,282                14,612                27,521
  Directors' fees and expenses                                      96,694                91,904                86,743
  Franchise taxes                                                  125,671               131,297               141,499
  Data processing                                                  134,859               130,948               113,370
  Advertising                                                       84,168                76,971                80,085
  Professional services                                            144,639               118,666               123,069
  Other                                                            179,838               152,945               163,432
                                                           ---------------       ---------------         -------------
        Total non-interest expense                               1,536,594             1,440,630             1,454,739
                                                           ---------------       ---------------         ------------

INCOME BEFORE PROVISION FOR
  INCOME TAXES                                                     389,598               517,698               344,220
                                                           ---------------       ---------------         -------------


PROVISION FOR INCOME TAXES:
  Current                                                           96,349               155,720               107,179
  Deferred                                                          25,637                 5,866                (2,585)
                                                           ---------------       ---------------         -------------
        Total provision for income taxes                           121,986               161,586               104,594
                                                           ---------------       ---------------         -------------
NET INCOME                                                 $       267,612       $       356,112         $     239,626
                                                           ===============       ===============         =============
EARNINGS PER SHARE:
   BASIC                                                   $           .61       $           .70         $         .45
                                                           ===============       ===============         =============
   DILUTED                                                 $           .61       $           .70         $         .45
                                                           ===============       ===============         =============

</TABLE>


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


                                      -17-
<PAGE>


              FIRST FEDERAL FINANCIAL BANCORP, INC. AND SUBSIDIARY

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

              FOR THE YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999

<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, 1998                     $     5,834   $  (643,854)  $ 5,510,264   $ 4,707,377   $    71,275   $ 9,650,896

COMPREHENSIVE  INCOME:
  Net income, 1999                                       -             -             -         239,626           -         239,626
  Other comprehensive income, net of tax:
      Change in unrealized gain on investments
      available for sale, net of tax of $67,203          -             -             -             -        (130,453)     (130,453)
                                                                                                                       -----------

TOTAL COMPREHENSIVE  INCOME                              -             -             -             -             -         109,173

ESOP SHARES RELEASED, 5,261
 shares; $12.44 average fair market value                -          52,610        12,863           -             -          65,473

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

DIVIDENDS PAID ($.28 per share)                          -           3,291           955      (146,095)          -        (141,849)

PURCHASE OF 31,764 TREASURY SHARES                      (318)          -        (296,676)     (142,036)          -        (439,030)
                                                 -----------   -----------   -----------   -----------   -----------   -----------

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

</TABLE>


                                   (continued)


                                      -18-
<PAGE>


              FIRST FEDERAL FINANCIAL BANCORP, INC. AND SUBSIDIARY

     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CONCLUDED)

              FOR THE YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999

<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, 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>


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


                                      -19-
<PAGE>


              FIRST FEDERAL FINANCIAL BANCORP, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

              FOR THE YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999

<TABLE>
<CAPTION>


                                                                      2001                   2000                   1999
                                                                  -------------          -------------        --------------
<S>                                                               <C>                    <C>                  <C>
OPERATING ACTIVITIES:
    Net income                                                    $     267,612          $     356,112        $      239,626
    Adjustments to reconcile net income
      to net cash provided by operating
      activities -
        Gains on sales of assets                                              -                      -                (8,223)
        Securities losses                                                     -                 12,873                     -
        Gains on foreclosed real estate                                  (9,101)               (11,112)               (1,661)
        Provision for loan losses                                        55,000                 22,500                16,500
        Depreciation                                                     78,457                 78,343                70,843
        FHLB stock dividends                                            (44,800)               (40,300)              (36,500)
        RRP compensation                                                 33,966                 38,422                38,422
        Amortization and accretion, net                                     562                 25,560                14,463
        ESOP compensation                                                52,051                 46,602                65,473
    Change in -
        Accrued interest receivable                                     (17,252)               (42,834)                3,800
        Other assets                                                    (12,002)                 6,049                 1,214
        Current income taxes                                            (55,122)                 6,756                (8,715)
        Deferred income taxes                                            25,609                  5,866                (2,585)
        Accrued interest payable                                        (16,847)                27,711                 4,201
        Other liabilities                                                10,620                 10,500                33,363
                                                                  -------------          -------------        --------------
            Net cash provided by operating activities                   368,753                543,048               430,221
                                                                  -------------          -------------        --------------

INVESTING ACTIVITIES:
    Net (increase) decrease in loans                                    712,510             (3,756,900)           (5,205,103)
    Proceeds from maturities and calls of
      investment securities held to maturity                            700,000                440,000             1,523,000
    Purchases of investment securities
      held to maturity                                               (1,348,125)              (245,547)             (495,000)
    Proceeds from sales, calls and maturities of
      investment securities available for sale                          350,000                436,930                     -
    Purchases of investment securities
      available for sale                                               (655,000)                     -              (200,000)
    Principal collected on mortgage-backed
      securities held to maturity                                       664,249                542,767               804,555
    Purchases of mortgage-backed
      securities held to maturity                                    (1,090,678)                     -                     -
    Principal collected on mortgage-backed
      securities available for sale                                     354,293                177,230               744,457
    Purchases of mortgage-backed
      securities available for sale                                  (1,906,555)                     -                     -
    Purchases of FHLB stock                                              (5,300)               (17,100)                    -
    Purchases of office properties
      and equipment                                                     (35,622)               (29,011)              (75,363)
    Proceeds from sale of office property                                     -                      -                 5,000
    Proceeds from sales of foreclosed
      real estate                                                        73,503                 76,730                95,000
                                                                  -------------          -------------        --------------

            Net cash used for investing activities                   (2,186,725)            (2,374,901)           (2,803,454)
                                                                  -------------          -------------        --------------
</TABLE>

                                   (continued)


                                      -20-
<PAGE>

              FIRST FEDERAL FINANCIAL BANCORP, INC. AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONCLUDED)

              FOR THE YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999


<TABLE>
<CAPTION>

                                                                         2001                  2000                  1999
                                                                   ------------           ------------         -------------
<S>                                                               <C>                    <C>                  <C>
  FINANCING ACTIVITIES:
      Dividends paid                                                   (119,311)              (135,928)             (141,849)
      Purchase of treasury shares                                      (972,638)              (230,188)             (439,030)
      Proceeds from FHLB advances                                     6,275,000             19,575,000             2,300,000
      Principal paid on FHLB advances                                (7,128,010)           (15,730,570)           (1,458,267)
      Net increase (decrease) in deposits                             4,749,767             (1,377,681)            2,306,869
                                                                   ------------           ------------         -------------

              Net cash provided by financing activities               2,804,808              2,100,633             2,567,723
                                                                   ------------           ------------         -------------

  INCREASE IN CASH
   AND CASH EQUIVALENTS                                                 986,836                268,780               194,490

CASH AND CASH EQUIVALENTS, beginning of year                          1,209,531                940,751               746,261
                                                                   ------------           ------------         -------------

CASH AND CASH EQUIVALENTS, end of year                             $  2,196,367           $  1,209,531         $     940,751
                                                                   ============           ============         =============

NONCASH INVESTING ACTIVITIES:
    Loans taken into foreclosed real estate                        $    374,995           $     13,806         $     128,236
    Unrealized holding gain (loss) on securities
      available for sale                                           $    243,858           $   (108,823)        $    (197,656)

SUPPLEMENTAL DISCLOSURES:
    Federal income taxes paid                                      $    151,497           $    148,966         $     113,013

    Interest paid                                                  $  3,183,015           $  2,845,403         $   2,659,147

</TABLE>


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


                                      -21-
<PAGE>


              FIRST FEDERAL FINANCIAL BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              FOR THE YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999


(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, 2001 and
2000, and for the years ended September 30, 2001, 2000 and 1999, 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.


                                      -22-
<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, 2001 and 2000 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


                                      -23-
<PAGE>


and inherent risks in the portfolio, 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.



                                      -24-
<PAGE>


RECLASSIFICATIONS

               Certain reclassifications have been made to the 2000 and 1999
financial statements to conform to the 2001 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.


                                      -25-
<PAGE>


ACCUMULATED OTHER COMPREHENSIVE INCOME

               The Company adopted Financial Accounting Standards Board
Statement No. 130, REPORTING COMPREHENSIVE INCOME, effective for the quarter
ended December 31, 1998. The Statement established standards for reporting and
display of comprehensive income and its components in financial statements. The
Company's other comprehensive income consists of unrealized securities gains and
losses on investment securities classified as available for sale. Prior year
financial statements have been reclassified to reflect the provisions of the
Statement. Adoption of the Statement had no effect on the previously reported
amounts of total assets, stockholders' equity, or net income.

(2)    INVESTMENT SECURITIES HELD TO MATURITY

               Investment securities held to maturity consist of the following:

<TABLE>
<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>

<TABLE>
<CAPTION>
                                                                         September 30, 2000
                                                       -------------------------------------------------------
                                                                         Gross        Gross
                                                        Carrying      Unrealized    Unrealized        Market
                                                          Value          Gains        Losses           Value
                                                       ----------     ----------    ----------      ----------
<S>                                                    <C>            <C>           <C>             <C>
U.S. Government agency
  securities                                           $  490,640         $  -       $    6,364     $  484,276
Obligations of states and
  political subdivisions                                1,089,451         12,071            326      1,101,196
                                                       ----------     ----------     ----------     ----------
                                                        1,580,091         12,071          6,690      1,585,472
Restricted Equity Securities:
 Stock in FHLB, at cost                                   598,800            -              -          598,800
                                                       ----------     ----------     ----------     ----------
                                                       $2,178,891     $   12,071     $    6,690     $2,184,272
                                                       ==========     ==========     ==========     ==========
</TABLE>

               The amortized cost and estimated market value of investment
securities held to maturity at September 30, 2001, 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.


                                      -26-
<PAGE>


<TABLE>
<CAPTION>
                                                                                                  Estimated
                                                                            Amortized               Market
                                                                               Cost                  Value
                                                                         ---------------         --------------
<S>                                                                     <C>
       Due in one year or less                                          $        100,000         $      100,422
       Due after one year through five years                                     642,850                671,629
       Due after five years through ten years                                  1,488,223              1,526,642
       Due after ten years                                                       648,900                648,900
                                                                        ----------------         --------------
                                                                        $      2,879,973         $    2,947,593
                                                                        ================         ==============
</TABLE>

              At September 30, 2001 and 2000, investment securities with a
carrying value of $560,000 were pledged to secure public deposits.

              There were no sales or calls of investment securities held to
maturity during the years ended September 31, 2001, 2000 and 1999.

(3)   INVESTMENT SECURITIES AVAILABLE FOR SALE

              Investment securities available for sale consist of the following:

<TABLE>
<CAPTION>
                                                                September 30, 2001
                                          -------------------------------------------------------------------------
                                                                 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>

<TABLE>
<CAPTION>
                                                                September 30, 2000
                                          -------------------------------------------------------------------------
                                                                 Gross               Gross            Carrying
                                             Amortized        Unrealized          Unrealized          (Market)
                                               Cost              Gains              Losses              Value
                                             --------          ---------          ----------          ---------
<S>                                       <C>                 <C>                <C>               <C>
      U.S. Government
       agency securities                  $      350,000      $        -        $     3,391        $      346,609
                                          ==============      ==========        ===========        ==============
</TABLE>

              The amortized cost and estimated market value of investment
securities available for sale at September 30, 2001, 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                                 $         -            $        -
      Due after five years through ten years                                        550,000               554,023
      Due after ten years                                                           105,000               105,000
                                                                            ---------------        --------------
                                                                            $       655,000        $      659,023
                                                                            ===============        ==============
</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, 2001 and 1999.


                                      -27-
<PAGE>


(4)    LOANS RECEIVABLE

               Loans receivable at September 30 are summarized as follows:

<TABLE>
<CAPTION>

                                                                                     2001                   2000
                                                                              -----------------      -----------------
<S>                                                                           <C>                    <C>
      Real estate loans:
       Single family residential                                              $      41,068,744      $      43,271,541
       Multi-family residential                                                       2,739,089              2,439,691
       Commercial real estate                                                         5,088,393              4,368,788
                                                                              -----------------      -----------------
              Total real estate loans                                                48,896,226             50,080,020
                                                                              -----------------      -----------------

      Consumer and other loans:
       Loans secured by deposit accounts                                                655,806                701,333
       Home improvement                                                                 236,308                289,654
       Automobile                                                                     1,002,220                973,251
       Home equity                                                                      478,374                306,510
       Other                                                                          1,732,678              1,869,033
                                                                             ------------------         --------------
              Total consumer and other loans                                          4,105,386              4,139,781
                                                                             ------------------         --------------

              Total loans                                                            53,001,612             54,219,801
      Less:
       Unearned interest                                                               (209,016)              (254,503)
       Loans in process                                                                (111,116)              (115,199)
       Deferred loan fees and costs                                                    (159,022)              (135,988)
       Allowance for loan losses                                                       (247,674)              (296,822)
                                                                              -----------------      -----------------

      Loans receivable, net                                                   $      52,274,784      $      53,417,289
                                                                              =================      =================

      Weighted average interest rate                                                      7.86%                  7.61%
                                                                              =================      =================

</TABLE>

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

<TABLE>
<CAPTION>
                                                              2001                   2000                     1999
                                                         -------------          --------------           -------------
<S>                                                     <C>                     <C>                      <C>
      Balance, beginning of year                         $     296,822          $      292,500           $     288,350
      Provision charged to expense                              55,000                  22,500                  16,500
      Loans charged off                                       (105,698)                (24,491)                (12,496)
      Loans recovered                                            1,550                   6,313                     146
                                                         -------------          --------------           -------------
      Balance, end of year                               $     247,674          $      296,822           $     292,500
                                                         =============          ==============           =============
</TABLE>

               Loans on which the accrual of interest had been discontinued or
reduced and for which impairment had not been recognized totaled approximately
$204,000, $206,000 and $153,000, at September 30, 2001, 2000 and 1999,
respectively. Interest income which would have been recognized under the
original terms of these contracts was $5,746, $7,086 and $3,455, 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


                                      -28-
<PAGE>


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 $6,274
and $193,868 at September 30, 2001 and 2000, 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,
                                                                            ----------------------------------
                                                                                  2001                 2000
                                                                            -----------------     --------------
<S>                                                                         <C>                   <C>
              Balance, beginning of year                                    $         193,868     $       10,772
              New loans advanced                                                            -            189,143
              Repayments                                                             (187,594)            (6,047)
                                                                            -----------------     --------------
              Balance, end of year                                          $           6,274     $      193,868
                                                                            =================     ==============
</TABLE>

(5)    MORTGAGE-BACKED SECURITIES HELD TO MATURITY

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

<TABLE>
<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>

<TABLE>
<CAPTION>
                                                                               2000
                                                ----------------------------------------------------------------
                                                                     Gross            Gross         Estimated
                                                    Carrying      Unrealized        Unrealized        Market
                                                     Value           Gains            Losses           Value
                                                --------------    -----------    --------------  ---------------
<S>                                              <C>               <C>           <C>              <C>
        FHLMC Certificates                      $    1,399,593    $     2,578    $       48,208  $     1,353,963
        FNMA Certificates                              831,224          2,794            32,295          801,723
        GNMA Certificates                               16,500          1,392                 -           17,892
        FNMA and FHLMC CMO's                         1,629,114         11,992                 -        1,641,106
                                                --------------    -----------    --------------  ---------------
                                                $    3,876,431     $   18,756    $       80,503   $    3,814,684
                                                ==============     ==========    ==============   ==============

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

              There were no sales of mortgage-backed securities held to maturity
during the years ended September 30, 2001, 2000 and 1999.

(6)    MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

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


                                      -29-
<PAGE>


<TABLE>
<CAPTION>
                                                                               2001
                                                ---------------------------------------------------------------
                                                                      Gross            Gross        Carrying
                                                    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>

<TABLE>
<CAPTION>
                                                                               2000
                                                ---------------------------------------------------------------
                                                                     Gross           Gross         Carrying
                                                    Amortized      Unrealized      Unrealized      (Market)
                                                      Cost           Gains           Losses         Value
                                                --------------    -----------    --------------  --------------
<S>                                              <C>               <C>           <C>              <C>
        FHLMC Certificates                      $      270,723    $       588    $        2,878  $      268,433
        FNMA Certificates                              412,033            108            12,060         400,081
        GNMA Certificates                              369,786          4,891                 -         374,677
        FNMA and FHLMC CMO's                         3,553,808              -           185,745       3,368,063
                                                --------------    -----------    --------------  --------------
                                                $    4,606,350    $     5,587    $      200,683  $    4,411,254
                                                ==============    ===========    ==============  ==============
        Weighted average rate                                                              5.82%
                                                                                 ==============
</TABLE>

                 There were no sales of mortgage-backed securities available for
sale during the years ended September 30, 2001, 2000 or 1999.

(7)    ACCRUED INTEREST RECEIVABLE

               Accrued interest receivable at September 30 is summarized as
follows:

<TABLE>
<CAPTION>
                                                                                    2001               2000
                                                                               --------------     -------------
<S>                                                                            <C>               <C>
          Loans                                                                $       289,788    $     292,238
          Investment securities                                                         55,979           35,763
          Mortgage-backed and related securities                                        51,929           52,443
                                                                               ---------------    -------------
                                                                               $       397,696    $     380,444
                                                                               ===============    =============
</TABLE>

(8)    OFFICE PROPERTIES AND EQUIPMENT

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

<TABLE>
<CAPTION>
                                                                                      2001             2000
                                                                               --------------     -------------
<S>                                                                            <C>               <C>
          Land                                                                 $       445,271   $      445,271
          Buildings and improvements                                                 1,449,385        1,434,130
          Furniture, fixtures and equipment                                            321,992          313,539
          Automobile                                                                    20,170           20,170
                                                                               ---------------   --------------
                                                                                     2,236,818        2,213,110
          Less - accumulated depreciation                                             (568,934)        (502,391)
                                                                               ---------------   --------------
                                                                               $     1,667,884   $    1,710,719
                                                                               ===============   ==============
</TABLE>


                                      -30-
<PAGE>


(9)    OTHER ASSETS

               Other assets at September 30 are summarized as follows:
<TABLE>
<CAPTION>
                                                                                     2001               2000
                                                                               ---------------    -------------
<S>                                                                           <C>               <C>
          Prepaid Federal insurance                                            $         2,333    $       2,439
          Prepaid franchise taxes                                                       24,994           27,250
          Other prepaid expenses                                                        73,033           58,669
                                                                               ---------------    -------------
                                                                               $       100,360    $      88,358
                                                                               ===============    =============
</TABLE>

(10)      DEPOSITS

               Deposits at September 30 are summarized as follows:

<TABLE>
<CAPTION>
                        Weighted
                      Average Rate
                    at September 30,
                        2001                           2001                                  2000
                       -------          ---------------------------------       ---------------------------
                                             Amount               Percent                Amount     Percent
                                        ----------------       ----------       ---------------    --------
<S>                    <C>              <C>                    <C>              <C>                <C>
Passbook                  2.75%         $      8,694,594             17.0%      $     8,343,483        18.0%
                       -------          ----------------       ----------       ---------------    --------
Christmas club            3.00                    95,874               .2                88,652          .2
                       -------          ----------------       ----------       ---------------    --------
Demand accounts              -                 1,468,850              2.9             1,262,475         2.7
                       -------          ----------------       ----------       ---------------    --------
NOW accounts              2.50                   947,595              1.9               800,827         1.7
                       -------          ----------------       ----------       ---------------    --------
Certificates:
 3.0-3.99%                3.88                   479,786               .9                     -           -
 4.0-4.99%                4.78                 4,136,272              8.1             1,128,748         2.5
 5.0-5.99%                5.67                28,239,604             55.2             3,857,127         8.3
 6.0-6.99%                6.82                 6,860,072             13.4            30,687,183        66.2
 7.0-7.99%                7.52                   192,889               .4              197,274           .4
                       -------          ----------------       ----------       --------------     --------
                          5.76                39,908,623             78.0            35,870,332        77.4
                       -------          ----------------       ----------       ---------------    --------
                          5.02%         $     51,115,536            100.0%      $    46,365,769       100.0%
                       =======          ================       ==========       ===============    ========
</TABLE>

               The aggregate amount of certificates of deposit with a minimum
denomination of $100,000 was approximately $6,681,000 and $5,005,000 at
September 30, 2001 and 2000, respectively.

               At September 30, 2001, scheduled maturities of certificates of
deposit are as follows:

<TABLE>
<CAPTION>
                           Year
                          Ending
                       September 30,                                  Amount                        Percent
                       -------------                            ----------------                  ---------
<S>                                                             <C>                               <C>
                           2002                                 $     32,988,182                       82.7%
                           2003                                        3,867,584                        9.7
                           2004                                        2,642,048                        6.6
                           2005                                          410,809                        1.0
                                                                ----------------                  ---------
                                                                $     39,908,623                      100.0%
                                                                ================                  =========
</TABLE>


                                      -31-

<PAGE>


(11)   OTHER LIABILITIES

               Other liabilities at September 30 are summarized as follows:

<TABLE>
<CAPTION>
                                                                        2001                         2000
                                                                  -------------                ------------
<S>                                                               <C>                          <C>
                      Escrow accounts                             $       84,081               $     78,583
                      Accrued expenses                                    68,549                     63,714
                      Other liabilities                                   27,967                     27,680
                                                                  --------------               ------------
                                                                  $      180,597               $    169,977
                                                                  ==============               ============
</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                                      2001                     2000
                      ------------                             -----------------         ------------------
<S>                                                            <C>                       <C>
                          2001                                 $               -          $       2,800,000
                          2002                                         3,575,000                  3,575,000
                          2003                                         1,000,000                          -
                          2004                                                 -                          -
                          2005                                                 -                          -
                          2006                                                 -                          -
                      After 2006                                       6,262,289                  5,315,299
                                                               -----------------         ------------------
                                                               $      10,837,289         $       11,690,299
                                                               =================         ==================
                      Weighted average rate                                 4.54%                      6.31%
                                                               =================         ==================
</TABLE>

               The advances were collateralized by first mortgage loans totaling
$13,546,600 and $14,612,900 at September 30, 2001 and 2000 respectively.

(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 2001, 2000, and
1999 to income before the provision for income taxes as a result of the
following:

<TABLE>
<CAPTION>
                                                                                 Year Ended
                                                                                September 30,
                                                         ----------------------------------------------------------
                                                              2001                  2000                   1999
                                                         --------------         ------------          -------------
<S>                                                      <C>                    <C>                   <C>
      Expected provision for
       income taxes at Federal tax rate                  $    132,463           $    176,017          $     117,035
      Tax-exempt interest                                     (13,738)               (18,545)               (15,734)
      Others, net                                               3,261                  4,114                  3,293
                                                         ------------           ------------          -------------
                                                         $    121,986           $    161,586          $     104,594
                                                         ============           ============          =============
</TABLE>


                                      -32-
<PAGE>


              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 net deferred tax liability at September 30 consists of the
following:

<TABLE>
<CAPTION>

                                                                                    2001                  2000
                                                                              ---------------      -----------------
<S>                                                                           <C>                   <C>
      FHLB stock dividends not currently
         taxable                                                              $     (138,929)      $       (124,615)
      Depreciation                                                                   (30,725)               (28,045)
      Loan fees                                                                       54,067                 46,236
      Unrealized securities gains and losses                                         (14,057)                67,786
      Bad debts                                                                       67,581                 84,208
      Employee benefit plans                                                          13,571                 13,117
                                                                              --------------       ----------------
                                                                                     (48,492)                58,687
      Less - valuation allowance for bad
       debt deferred tax asset                                                       (82,013)               (82,013)
                                                                              --------------       ----------------
              Net deferred tax liability                                      $     (130,505)      $        (23,326)
                                                                              ==============       ================

</TABLE>

              Retained earnings at September 30, 2001 and 2000, 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, 2001 and 2000, respectively.

(14)  STOCK-BASED COMPENSATION PLANS

              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 37,529 have been granted at September
30, 2001 and 2000. Participants vest in the options granted over a five year
period.

              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 2001, 2000 and 1999 results of
operations would have been reduced to the pro forma amounts indicated below:


                                      -33-
<PAGE>


<TABLE>
<CAPTION>

                                                              2001           2000            1999
                                                         -------------   -------------   --------------
<S>                                                        <C>             <C>             <C>
Net income:
  As reported                                              $ 267,612       $ 356,112       $ 239,626
  Pro forma                                                $ 259,865       $ 351,158       $ 235,217

Basic earnings per share:
  As reported                                              $     .61       $     .70       $     .45
  Pro forma                                                $     .59       $     .69       $     .45

Diluted earnings per share:
  As reported                                              $     .61       $     .70       $     .45
  Pro forma                                                $     .59       $     .69       $     .44

</TABLE>

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

<TABLE>
<CAPTION>

                                                              2001           2000            1999
                                                         -------------   -------------   --------------
<S>                                                      <C>             <C>             <C>
Expected dividend yield                                    $      .28     $       .28     $       .28
Expected stock price volatility                                 32.50%          10.00%          14.56%
Risk-free interest rate                                          3.50%           6.00%           5.85%
Expected life of options                                      3 years         4 years         5 years

</TABLE>

              The following table summarizes information about fixed stock
options outstanding:

<TABLE>
<CAPTION>
                                                         Weighted
                                                          Average
                                                         Remaining      Weighted          Number        Weighted
                         Range of                       Contracted       Average        Exercisable      Average
     At                  Exercise        Number            Life         Exercise            At          Exercise
September 30,             Prices       Outstanding        (Years)         Price          Year End         Price
-------------             ------       -----------        -------         -----          --------         -----
<S>                    <C>             <C>             <C>              <C>              <C>           <C>
     1999              $   12.00          20,641            6.9          $   12.00        13,135        $  12.00
     2000              $   12.00          28,147            5.4          $   12.00        20,641        $  12.00
     2001              $   12.00          35,653            4.9          $   12.00        28,147        $  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 $136,083 and $170,049 at September 30, 2001
and 2000, 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, 2001, 2000 and 1999 was $33,966,
$38,422 and $38,422, respectively. RRP shares available which have not been
awarded totaled 10,933 at September 30, 2001 and 2000. There were 2,891, 3,270
and 3,270 shares amortized during the years ended September 30, 2001, 2000 and
1999, respectively.


                                      -34-
<PAGE>


(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, 2001, the Bank meets all capital adequacy requirements to which it
is subject.

              As of September 30, 2001, 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>
                                                                                                             To Be Well
                                                                                                         Capitalized Under
                                                                            For Capital                  Prompt Corrective
                                                Actual                   Adequacy Purposes               Action Provisions
                                      -----------------------        -------------------------       -------------------------
                                          Amount        Ratio           Amount          Ratio              Amount        Ratio
                                      ------------      -----        --------------     ------       ----------------    -----
<S>                                   <C>              <C>           <C>               <C>           <C>                <C>
As of September 30, 2001:
 Total Risk-Based Capital
  (to Risk-Weighted Assets)           $  7,491,763      18.9%         -less than     -less than          -less than     10.0%
                                                                      or equal to-   or equal to-       or equal to-
                                                                      $ 3,165,600       8.0%            $  3,957,000
 Tier I Capital
  (to Adjusted Total Assets)          $  7,244,089      10.3%         -less than     -less than          -less than      6.0%
                                                                      or equal to-   or equal to-       or equal to-
                                                                      $ 2,809,805       4.0%            $  4,214,707

 Tangible Capital
  (to Adjusted Total Assets)          $  7,244,089      10.3%         -less than     -less than          -less than      5.0%
                                                                      or equal to-   or equal to-       or equal to-
                                                                      $ 1,053,677       1.5%            $  3,512,256

As of September 30, 2000:
 Total Risk-Based Capital
  (to Risk-Weighted Assets)           $  8,429,974      21.2%          -less than    -less than          -less than     10.0%
                                                                      or equal to-   or equal to-       or equal to-
                                                                      $ 3,175,120       8.0%            $  3,968,900

 Tier I Capital
  (to Adjusted Total Assets)          $  8,133,152      12.1%          -less than    -less than         -less than       6.0%
                                                                      or equal to-   or equal to-      or equal to-
                                                                      $ 2,694,165       4.0%            $  4,041,248

Tangible Capital
  (to Adjusted Total Assets)          $  8,133,152      12.1%          -less than    -less than         -less than       5.0%
                                                                      or equal to-   or equal to-      or equal to-
                                                                      $ 1,010,312       1.5%            $  3,367,707

</TABLE>


                                      -35-
<PAGE>


(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 $2,300,000 and $1,300,000 at September 30,
2001 and 2000, 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, 2001 or 2000.

(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 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, 2001, 2000 and 1999 was $52,051, $46,602 and $65,473,
respectively. During 2001, 2000 and 1999, 5,437, 5,576 and 5,590 shares were
allocated to the employees leaving 27,290 unallocated and unreleased shares at
September 30, 2001.

               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
$323,000 and $336,000 at September 30, 2001 and 2000, respectively.

(18)   PURCHASE OF COMMON STOCK

               The Company purchased 82,755, 21,705 and 31,764 shares of its
outstanding common stock at an aggregate cost of $972,638, $230,188 and
$439,030, during the years ended September 30, 2001, 2000 and 1999,
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.


                                      -36-
<PAGE>


<TABLE>
<CAPTION>
                                                       Income                Shares               Per Share
Year Ending September 30,                            (Numerator)          (Denominator)            Amount
                                                     -----------          -------------            ------
<S>                                                  <C>                  <C>                     <C>
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
                                                     ============          ============           =========

1999
Basic EPS                                            $    239,626               528,074           $    0.45
Effect of dilutive securities -
  options                                                       -                 1,327                   -
                                                      -----------          ------------           ---------

Diluted EPS                                          $    239,626               529,401           $    0.45
                                                     ============          ============           =========
</TABLE>

               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.


                                      -37-
<PAGE>


(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>
                                                              2001                                  2000
                                            ----------------------------------      ---------------------------------
                                                   Carrying                              Carrying
                                                    Amount         Fair Value             Amount         Fair Value
                                                   --------        ----------            --------        ----------
<S>                                         <C>                <C>                  <C>              <C>
Financial assets:
  Cash and cash equivalents                 $        2,196,367  $    2,196,367      $     1,209,531  $      1,209,531
  Loans receivable, less allowance                  52,274,784      52,587,677           53,417,289        52,641,176
  Investment securities held to
     maturity                                        2,879,973       2,947,593            2,178,891         2,184,272
  Investment securities available
     for sale                                          659,023         659,023              346,609           346,609
  Mortgage-backed securities held
     to maturity                                     4,296,086       4,299,156            3,876,431         3,814,684
  Mortgage-backed securities
     available for sale                              6,203,315       6,203,315            4,411,254         4,411,254
  Accrued interest receivable                          397,696         397,696              380,444           380,444

Financial liabilities:
  Deposits                                          51,115,536      51,189,555           46,365,769        46,381,724
  Advances from Federal Home
     Loan Bank                                      10,837,289      10,837,289           11,690,299        11,690,299
  Accrued interest payable                              47,879          47,879               64,726            64,726

</TABLE>

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

               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, 2001 and 2000, 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, 2001 and 2000 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:


                                      -38-
<PAGE>


<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
                                          ---------            ---------         ---------         ---------

      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>

<TABLE>
<CAPTION>
                                                                    Fiscal Year 2000
                                        ----------------------------------------------------------------------
                                                                      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                     $   1,127            $   1,156         $   1,215         $   1,249
Total interest expense                          669                  687               732               785
                                          ---------            ---------         ---------         ---------

      Net interest income                       458                  469               483               464
Provision for loan losses                         5                    6                 6                 6
                                          ---------            ---------         ---------         ---------

      Net interest income after
       provision for loan losses                453                  463               477               458

Non-interest income                              28                   28                36                27
Non-interest expense                            372                  363               359               359
                                          ---------            ---------         ---------         ---------

Income before provision
 for income taxes                               109                  128               154               126

Provision for income taxes                       35                   40                48                38
                                          ---------            ---------         ---------         ---------

Net income                                $      74            $      88         $     106         $      88
                                          =========            =========          =======           ========

Net income per share:
  Basic                                   $     .14            $     .17         $     .21         $     .18
                                          =========            =========         =========         =========
  Diluted                                 $     .14            $     .17         $     .21         $     .18
                                          =========            =========         =========         =========

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


                                      -39-
<PAGE>


(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:

<TABLE>
<CAPTION>
                                 BALANCE SHEETS
               ASSETS                                                           2001                     2000
                                                                        -----------------        -----------------
<S>                                                                     <C>                      <C>
Cash and cash equivalents                                               $         667,801        $         899,350
Investment in subsidiary                                                        7,271,380                8,004,389
Investment securities available for sale                                          659,023                  346,609
Accrued interest receivable                                                         6,010                    6,882
Other assets                                                                       17,866                   18,854
Income taxes refundable                                                           140,272                   57,620
Deferred income taxes                                                               1,962                    3,115
                                                                        -----------------        -----------------
                                                                        $       8,764,314        $       9,336,819
                                                                        =================        =================
               LIABILITIES AND STOCKHOLDERS' EQUITY
Other liabilities                                                       $          54,064        $          50,537
                                                                        -----------------        -----------------
               Total liabilities                                                   54,064                   50,537
                                                                        -----------------        -----------------

Common stock                                                                        4,471                    5,299
Employee benefit plans                                                           (371,793)                (456,009)
Additional paid-in capital                                                      4,254,063                5,021,867
Retained earnings                                                               4,792,222                4,846,126
Accumulated other comprehensive income (loss)                                      31,287                 (131,001)
                                                                        -----------------        -----------------
               Total stockholders' equity                                       8,710,250                9,286,282
                                                                        -----------------        -----------------
                                                                        $       8,764,314        $       9,336,819
                                                                        =================        =================
</TABLE>

<TABLE>
<CAPTION>
                              STATEMENTS OF INCOME
                                                                               2001                    2000
                                                                         ----------------        -----------------
<S>                                                                     <C>                      <C>
Interest on investment securities
 and other interest-earning assets                                      $          20,062        $          41,464
Non-interest income                                                                   223                        -
Non-interest expense                                                             (181,292)                (168,690)
                                                                        -----------------        -----------------
 Loss before income taxes and equity in
  income of subsidiary                                                           (161,007)                (127,226)

Credit for income taxes                                                           (47,054)                 (32,380)
                                                                        -----------------        -----------------

Loss before equity in income of subsidiary                                       (113,953)                 (94,846)
Equity in income of subsidiary                                                    381,565                  450,958
                                                                        -----------------        -----------------

Net income                                                              $         267,612        $         356,112
                                                                        =================        =================
</TABLE>


                                      -40-
<PAGE>



<TABLE>
<CAPTION>
                            STATEMENTS OF CASH FLOWS
                                                                                2001                    2000
                                                                          ----------------        -----------------
<S>                                                                        <C>                    <C>
Operating activities:
  Net income                                                               $      267,612          $       356,112
  Adjustments to reconcile net income to net
   cash flows provided by operating activities -
      Equity in income of subsidiary                                             (381,565)                (450,958)
      Dividends received from subsidiary                                        1,250,000                  750,000
      Accretion                                                                         -                      (26)
      Securities losses                                                                 -                   12,873
      ESOP compensation                                                            72,652                   76,759
      RRP compensation                                                             33,966                   38,422
      Change in:
        Other assets                                                                  988                      988
        Accrued interest receivable                                                   872                    8,967
        Income taxes refundable                                                   (82,652)                 (32,379)
        Other liabilities                                                           3,527                   13,254
                                                                          ----------------        -----------------
           Net cash provided by
             operating activities                                               1,165,400                  774,012
                                                                          ----------------        -----------------

Investing activities:
  Purchases of investment securities available for sale                          (655,000)                    -
  Proceeds from sales, calls and maturities of investment
     securities available for sale                                                350,000                  436,930
                                                                          ----------------        -----------------
            Net cash provided by (used for)
              investing activities                                               (305,000)                 436,930
                                                                          ----------------        -----------------

Financing activities:
  Dividends paid                                                                 (119,311)                (135,928)
  Purchase of treasury shares                                                    (972,638)                (230,188)
                                                                          ----------------        -----------------
           Net cash used for
             financing activities                                              (1,091,949)                (366,116)
                                                                          ----------------        -----------------
  Net increase (decrease) in cash and cash equivalents                           (231,549)                 844,826
  Cash and cash equivalents, beginning of year                                    899,350                   54,524
                                                                          ----------------        -----------------

  Cash and cash equivalents, end of year                                  $       667,801         $        899,350
                                                                          ================        =================
</TABLE>

(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.


                                      -41-

<PAGE>


                      FIRST FEDERAL FINANCIAL BANCORP, INC.

--------------------------------------------------------------------------------

<TABLE>
<S>                                                      <C>
DIRECTORS                                                EXECUTIVE OFFICERS

Thomas D. Phillips                                       I. Vincent Rice
Chairman of the Board;                                   President
licensed funeral director;
owner, operator and President of                         Jeffery W. Clark
Phillips Funeral Home, Inc.                              Comptroller

I. Vincent Rice
President

Edith M. Daniels                                         FIRST FEDERAL SAVINGS
Secretary                                                BANK OF IRONTON

Dr. Steven C. Milleson                                   EXECUTIVE OFFICERS
Doctor of Optometry
and owner and operator of                                I. Vincent Rice
Ironton Vision Center, Inc.                              President

Dr. William P. Payne                                     Jeffery W. Clark
Retired orthodontist                                     Comptroller

Edward R. Rambacher, CPA
President and Chief Executive Officer
of C.A. Rambacher & Co., a professional
accounting firm

DIRECTOR EMERITUS

James E. Waldo, Esq.
Owner of Beechwood Terrace Corporation,
a land development company

</TABLE>

                                BANKING LOCATIONS

                                   MAIN OFFICE

                                415 Center Street
                               Ironton, Ohio 45638

                                  BRANCH OFFICE
                                201 State Street
                            Proctorville, Ohio 45669


                                      -42-
<PAGE>


                             STOCKHOLDER INFORMATION

                    First Federal Financial Bancorp, Inc. is a unitary savings
and loan holding company conducting business through its wholly-owned
subsidiary, First Federal Savings Bank of Ironton. The Bank is a federally
chartered, SAIF-insured savings bank conducting business from its main office
located in Ironton, Ohio and one branch office located in Proctorville, Ohio.
The Company's headquarters is located at the home office of the Savings Bank at
415 Center Street, Ironton, Ohio 45638.

ANNUAL MEETING:

                    The Annual Meeting of Stockholders of First Federal
Financial Bancorp, Inc. will be held at the Ashland Plaza Hotel, located at 15th
Street and Winchester Avenue, Ashland, Kentucky, in the Board Room, on
Wednesday, January 16, 2002 at 2:00 p.m.

TRANSFER AGENT/REGISTRAR:

Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016-3572
Investor Relations
Telephone: 1-800-368-5948

INDEPENDENT AUDITORS:

Kelley, Galloway & Company, PSC
Certified Public Accountants
1200 Bath Avenue, P.O. Box 990
Ashland, Kentucky  41105-0990

SPECIAL COUNSEL:

Kelley Drye & Warren LLP
8000 Towers Crescent Drive, Suite 1200
Vienna, Virginia 22182

SHAREHOLDER REQUESTS:

                    Requests for stockholder literature should be directed to
Corporate Secretary, First Federal Financial Bancorp, Inc., 415 Center Street,
Ironton, Ohio 45638.

                    Shareholders needing assistance with stock records,
transfers or lost certificates, please contact the Company's transfer agent,
Registrar and Transfer Company.


                                      -43-
<PAGE>


COMMON STOCK AND RELATED 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 1, 2001,
there were 154 stockholders of record and 444,904 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 1999, 2000 and
2001:

<TABLE>
<CAPTION>
                                                                Price Per Share
                                                  ------------------------------------------           Dividends
           Quarter Ended                               High                      Low                    Declared
     ----------------------                       -------------             -----------               ------------
<S>                                             <C>                        <C>                    <C>
1999
----
   December 31, 1998                              $    17                   $   13                   $          .07

   March 31, 1999                                      14                       10      3/4                     .07

   June 30, 1999                                       12                       10                              .07

   September 30, 1999                                  11    1/2                11                              .07

2000
----
   December 31, 1999                                   10    3/4                 9     1/8                      .07

   March 31, 2000                                      11                        6     3/4                      .07

   June 30, 2000                                        7                        6     3/4                      .07

   September 30, 2000                                  11    3/4                 9     1/8                      .07

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

</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.


                                      -44-