Exhibit 13

                        Annual Report to Security Holders
<PAGE>
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TABLE OF CONTENTS
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      Letter to Shareholders..................................................1

      Selected Consolidated Financial and Other Data..........................2

      Management's Discussion and Analysis of Financial
           Condition and Results of Operations................................4

      Report of Independent Auditors.........................................17

      Consolidated Financial Statements and Notes............................18

      Shareholder Information................................................47

      Directors and Executive Officers.......................................48



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ANNUAL MEETING
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The annual  Meeting of  Stockholders  is scheduled for October 21, 1997, at 1:00
p.m., at the Bowling Green Country Club located at 923 Fairview Avenue,  Bowling
Green, Ohio.
<PAGE>
To our Shareholders:

         We are pleased to report  continued  progress in our efforts to improve
earnings  from the delivery of financial  services to our markets.  We trust you
also will be pleased  with the  financial  performance  of your company over the
past year.

         Earnings  for 1997 set a new record of  $2,118,000,  or $.94 per share,
before an after-tax  charge of  $443,000,  or $.20 per share,  to recognize  our
portion of the thrift  industry's  recapitalization  of the Savings  Association
Insurance Fund (SAIF). Even with this exceptionally high charge to earnings,  we
take pride in being able to report modest net profit improvement over last year.

         We continue to make progress in improving market share in our core one-
to four-family  and consumer and  commercial  lending.  Gross loan  originations
exceeded $70 million for the year and set all time high production records.  Our
loan  portfoilio grew by 17.8% and resulting fee and interest income helped fuel
earnings growth.

Software and hardware  enhancements at customer  service  stations has increased
volume and  provided  our  customer  service  professionals  the data to enhance
cross-selling of products.  Training of loan associates in traditional community
bank  product  delivery has become high  priority  during the past year and they
have responded by securing new customer  relationships at every opportunity.  We
stick to the  basics  and  attempt  to be the  best at  delivering  our  product
offerings.

         As of this writing,  we have opened our seventh  full-service office in
Pemberville,  Ohio. Early results are most gratifying and we are happy to report
success  exceeding goal in every product.  Our goal is to continue to search for
markets where the need exists for a local  community bank that  understands  the
needs of local customers.

         Our strategic plan is working and  demonstrates  that we understand the
markets we serve. We will continue to work "main street" very  aggressively  for
continued  financial  improvement.  We appreciate the support you provide to our
organization.

Sincerely,



Robert E. Spitler                         Richard L. Gordley
Chairman of the Board                     President and Chief Executive Officer


                                       1.
<PAGE>
                 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
<TABLE>
<CAPTION>
                                                                         At June 30,
                                                  ------------------------------------------------------------
                                                                        (In Thousands)
                                                    1997         1996         1995         1994         1993
                                                  --------     --------     --------     --------     --------
<S>                                               <C>          <C>          <C>          <C>          <C>     
Selected Financial Condition Data:
Total assets ................................     $163,918     $146,249     $135,081     $124,375     $115,955
Cash and cash equivalents ...................        2,915        2,637        2,821        1,870        3,186
Repurchase agreement ........................                     2,500                                     
Investment securities available for sale ....       14,149       15,886        3,178        3,106           
Mortgage-backed securities available for sale        8,844        9,648        5,751        6,315           
Mortgage-backed securitiesheld for sale .....        4,795
Investment securities held to maturity ......                                  7,251        6,531        6,748
Mortgage-backed securities held
  to maturity ...............................                                  1,454        1,690        2,357
Loans, net ..................................      131,318      111,456      110,817      100,505       95,505
Deposits ....................................      120,546      115,830      104,845      100,388      104,824
Advances from Federal Home
  Loan Bank .................................       21,775        9,316        9,576        4,853        2,000
Shareholders' equity (1) ....................       20,166       20,122       19,614       18,241        8,198
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                         For the Year Ended June 30,
                                        -----------------------------------------------------------
                                                               (In Thousands)
                                         1997         1996          1995         1994         1993
                                        -------      -------      -------      -------      -------
<S>                                     <C>          <C>          <C>          <C>          <C>    
Selected Operations Data:
Total interest income .............     $12,635      $11,085      $ 9,647      $ 8,063      $ 8,358
Total interest expense ............       6,107        5,289        4,395        3,835        4,573
                                        -------      -------      -------      -------      -------
     Net interest income ..........       6,528        5,796        5,252        4,228        3,785
Provision for loan losses .........         120          120           60           51          173
                                        -------      -------      -------      -------      -------
     Net interest income after
       provision for loan losses ..       6,408        5,676        5,192        4,177        3,612
                                        -------      -------      -------      -------      -------
Noninterest income:
     Service charges ..............         282          227          208          207          181
     Securities gains (losses), net                                     5            4              
     Gain on sale of FHLMC stock ..         199                                                  
     Other noninterest income .....         104          232          109           97           87
                                        -------      -------      -------      -------      -------
         Total non-interest income          585          459          322          308          268
     Total non-interest expense ...       4,371        3,473        3,276        2,903        2,429
                                        -------      -------      -------      -------      -------
Income before income taxes ........       2,622        2,662        2,238        1,582        1,451
Provision for income tax ..........         947          994          737          504          500
Cumulative effect of change in
  accounting for income taxes .....                                                 40           
                                        -------      -------      -------      -------      -------
Net income ........................     $ 1,675      $ 1,668      $ 1,501      $ 1,118      $   951
                                        =======      =======      =======      =======      =======

Earnings per share, before SAIF
  assessment (2)(3) ...............     $   .94      $   .72      $   .63      $   .37          N/A
Earnings per share, after SAIF
  assessment (2)( 3) ..............         .74          .72          .63          .37          N/A
Dividends per share (2) ...........         .25          .15          .13          .07          N/A
Dividend payout ratio (4) .........       32.52%       20.20%       19.73%       17.72%         N/A
</TABLE>

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(1)  Represents retained earnings prior to August 31, 1993.

(2)  Restated to reflect 50% stock split  declared July 1, 1997 and payable July
     29, 1997.

(3)  Does not  include  earnings  prior to August  31,  1993,  the date of First
     Federal's conversion to stock form. (4) Represents annual dividends divided
     by net income subsequent to conversion.


                                       2.
<PAGE>
<TABLE>
<CAPTION>
                                                          As of or for the Year Ended June 30,
                                                 -----------------------------------------------------
                                                  1997        1996        1995        1994        1993
                                                 ------      ------      ------      ------      -----
<S>                                              <C>         <C>         <C>         <C>         <C>  
Selected Financial Ratios and Other Data:
Performance Ratios:
     Return on assets:
         Before SAIF assessment .........          1.34%       1.20%       1.16%       0.90%      0.83%
         After SAIF assessment ..........          1.07        1.20        1.16        0.90       0.83
     Interest rate spread information:
         Average during year ............          3.70        3.66        3.69        3.21       3.23
         End of year ....................          3.54        3.46        3.37        3.13       2.94
     Net interest margin (1) ............          4.26        4.26        4.19        3.57       3.42
     Ratio of noninterest expense to
       average total assets .............          2.78        2.49        2.53        2.34       2.11
     Return on equity:
         Before SAIF assessment .........         10.25        8.33        7.93        6.77      12.11
         After SAIF assessment ..........          8.25        8.33        7.93        6.77      12.11

Asset Quality Ratios:
     Non-performing assets to total
        assets ..........................           .24%       0.17%       0.24%       0.11%      0.37%
     Allowance for loan losses to non-
       performing loans(2) ..............        155.26      238.60      126.08      257.35      69.92

Capital Ratios:
     Shareholders' equity (3) to total
       assets ...........................         12.30%      13.76%      14.52%      14.67%      7.08%
     Average shareholders' equity (3)
       to average assets ................         12.92       14.36       14.63       13.31       7.05
     Ratio of average interest-earning
       assets to average interest-bearing
       liabilities ......................          1.14        1.15        1.14        1.11       1.05

Number of offices (4) ...................          6           6           6           6          6
</TABLE>

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(1)  Net interest income divided by average interest-earning assets.

(2)  Non-performing loans consist of non-accruing loans and accruing loans which
     are past due 90 or more days.

(3)  Represents retained earnings prior to August 31, 1993.

(4)  Includes four full-service offices and two limited-service offices.


                                       3.
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


General

         Wood Bancorp, Inc. (the "Company") was formed as part of the conversion
of First Federal Bank ("First  Federal")  from a mutual to a stock savings bank,
which was completed on August 31, 1993 (the  "Conversion").  In the  Conversion,
1,599,000 shares of common stock, as adjusted for the July 1996 stock split, par
value of $.01 per share, of the Company were sold to the public for an aggregate
gross  consideration of $10,660,000.  The Company retained  approximately 50% of
the net proceeds and used the remainder to purchase all of the outstanding stock
of First Federal.  Currently,  the Company has no other business  activity other
than acting as the holding company for First Federal. As a result, the following
discussion relates primarily to the activities of First Federal. This discussion
should be read in conjunction  with the  Consolidated  Financial  Statements and
accompanying Notes included elsewhere in this report.

         The  Company's  results of operations  are  dependent  primarily on net
interest income, which is the difference  ("spread") between the interest income
earned on its loans,  mortgage-backed  securities,  and investment portfolio and
its cost of funds,  consisting  of interest  paid on its  deposits  and borrowed
money.  The  interest  rate  spread is  affected  by  regulatory,  economic  and
competitive  factors  that  influence  interest  rates,  loan demand and deposit
flows.  The Company's  net income is also affected by, among other things,  loan
fee income, provisions for loan losses, service charges,  operating expenses and
franchise and income taxes.  The Company's  revenues are derived  primarily from
interest on mortgage  loans,  consumer  loans,  mortgage-backed  securities  and
investments,  as well as income from service charges and loan originations.  The
Company's operating expenses  principally  consist of employee  compensation and
benefits,  occupancy,  federal deposit insurance  premiums and other general and
administrative   expenses.   The  Company's   results  of  operations  are  also
significantly   affected  by  general   economic  and  competitive   conditions,
particularly  changes in market interest rates,  government policies and actions
of regulatory authorities.

         The main office of the Company and First  Federal is located in Bowling
Green,  Ohio, which is located in Wood County,  Ohio. First Federal operates six
offices: two in Bowling Green, and one in each of Grand Rapids, North Baltimore,
Rossford  and  Woodville.  All  branches  are  located in Wood  County  with the
exception of the Woodville branch,  which is located four miles from Wood County
in Sandusky County, Ohio. First Federal considers Wood County its primary market
area. In June, 1995, First Federal  purchased land adjacent to its Bowling Green
West office for possible  expansion at this location.  In July 1997, the Company
opened its seventh  location,  which consists of a full-service  office inside a
supermarket in Pemberville, Ohio which is in Wood County.


                                       4.
<PAGE>
         First   Federal   has  been,   and   intends  to   continue  to  be,  a
community-oriented   financial  institution  offering  a  variety  of  financial
services to meet the needs of the communities it serves.  First Federal attracts
deposits  from  the  general  public  and  uses  such  deposits,  together  with
borrowings  and  other  funds,  to  originate  one- to  four-family  residential
mortgage loans and short-term consumer loans. To a lesser extent,  First Federal
also originates residential  construction loans in its market area and a limited
amount of  commercial  business  loans and loans  secured  by  multi-family  and
non-residential  real  estate.  First  Federal's  deposits are insured up to the
maximum allowable amount by the Savings Association Insurance Fund (the "SAIF"),
and  administered by the Federal  Deposit  Insurance  Corporation  (the "FDIC").
First  Federal also  invests in  mortgage-backed  securities,  most of which are
insured or guaranteed by federal  agencies,  as well as securities issued by the
U.S.  government or agencies  thereof.  In July 1995, First Federal  organized a
service corporation subsidiary, Wood Service Corp., Inc., which offers financial
planning  services and related  products,  including mutual funds and annuities,
through an agreement with a third party.  Revenues of Wood Service  Corp.,  Inc.
were not significant for the fiscal years ended June 30, 1997 and 1996.

         The Company is not aware of any market or institutional  trends, events
or  uncertainties  that are  expected  to have a material  effect on  liquidity,
capital resources or operations,  except as discussed below. The Company is also
not aware of any current  recommendations  by its regulators  which would have a
material effect if implemented, except as discussed below.


Financial Condition

         Total  assets of the  Company  were  $163.9  million at June 30,  1997,
compared to $146.2 million at June 30, 1996,  representing  an increase of $17.7
million, or 12.1%. The growth was primarily  attributable to increases in loans,
offset by the maturity of a repurchase  agreement  and  decreases in  investment
securities.  The increase was primarily funded by increases in advances from the
Federal Home Loan Bank ("FHLB") of Cincinnati.  The changes in the  consolidated
balance sheets and the factors which caused the changes are discussed below.

         Investment  and  Mortgage-Backed   Securities.   Total  investment  and
mortgage-backed  securities decreased $2.5 million, or 10.0%, from $25.5 million
at June 30, 1996 to $23.0 million at June 30, 1997.  The decrease was the result
of the  Company  investing  funds  obtained  through  sales  and  maturities  of
investment securities to partially fund loan growth.

         At June 30, 1997, the Company's  mortgage-backed  securities  portfolio
classified  as  available  for sale was  comprised  primarily  of  agency-issued
adjustable  rate  securities.  The net  unrealized  losses on these  investments
totaled  $133,000 at June 30, 1997.  The Company does not anticipate the need to
sell these  securities  in the near  future.  Management's  strategy  emphasizes
investment in securities  guaranteed by the U.S.  Government and its agencies in
order to minimize credit risk. The investment  strategy also includes purchasing
variable  rate  mortgage-backed  security  products  with  monthly and  annually
adjusting  interest  rates  in order  to  minimize  interest  rate  risk.  These
securities  provide the Company a continued cash flow stream  through  principal
paydowns and help reduce the Company's  exposure to interest rate risk. See also
Note 2 of the Notes to Consolidated Financial Statements.

                                       5.
<PAGE>
         At June 30,  1997,  the  Company's  CMOs and REMICs were  comprised  of
$4,589,000  in  government  agency  issued  securities  and $62,000 in privately
issued securities.  The Company does not consider these to be high risk and does
not expect loss of principal.

         Loans.  Loans  increased from $111.5 million at June 30, 1996 to $131.3
million at June 30, 1997.  Average  loans  comprised  81.6% of  interest-earning
assets in 1997  compared  to 80.1% in 1996.  During the  period,  a  significant
portion of the new loan  originations  were fixed rate loans  which were sold to
the secondary market. The sale of these fixed rate loan originations corresponds
to the Bank's policy of selling  virtually all fixed rate loan  originations  in
the  secondary  market,  while  maintaining  variable  rate  loans in the Bank's
portfolio.

         First Federal originated $44.3 million in mortgages during fiscal 1997,
of which $14.3 million were refinancing  transactions.  This compares with $42.8
million in  mortgages  originated  in fiscal 1996,  of which $17.4  million were
refinancing  transactions.  The Bank  maintained  $30.1 million of the 1997 loan
originations  in portfolio,  while the remaining  $14.2 million were sold to the
secondary market.  During the year, the balance of one- to four-family  mortgage
loans  increased $8.2 million,  or 9.5%,  primarily due to increased loan volume
resulting from the Company's business development and marketing efforts.

         Consumer and other loans increased $5.1 million,  or 32.6%,  from $15.6
million at June 30, 1996 to $20.7 million at June 30, 1997.  The increases  were
primarily due to  management's  increased  emphasis on originating  consumer and
other loans, which resulted in a $3.9 million increase in commercial loans and a
$1.1  million  increase  in  automobile  and  other  loans.  At June  30,  1997,
commercial  loans comprised 38.9% of consumer and other loans.  See also Notes 3
and 9 of the Notes to Consolidated Financial Statements.

         Deposits and Borrowings.  The Company's deposits are obtained primarily
from  individuals  and businesses in its market area.  Total deposits  increased
$4.7 million, or 4.1%, from $115.8 million at June 30, 1996 to $120.5 million at
June 30, 1997.  The growth was  primarily  in  certificates  of deposits,  which
increased $4.1 million during the period.

         The Company offset the period's slow deposit growth and funded the loan
growth by taking additional advances from the FHLB. FHLB advances were increased
by $12.5 million during the period, bringing the total balance from $9.3 at June
30, 1996 to $21.8  million at June 30,  1997.  The  Company  intends to continue
using FHLB advances,  as needed,  to fund loan growth.  As of June 30, 1997, the
Company had the ability of borrow an additional  $6.3 million from the FHLB. See
also Note 8 of the Notes to Consolidated Financial Statements.

                                       6.
<PAGE>
Comparison of Results of Operations for the Years Ended June 30, 1997 and 1996

         General.  Net income remained  relatively  constant at $1.7 million for
1997 and 1996.  This  includes the  $443,000  after tax impact of a 1997 special
assessment levied by the Federal Deposit Insurance Corporation upon institutions
with deposits insured by the SAIF. See also Note 10 of the Notes to Consolidated
Financial  Statements.  The Company  experienced  a return on average  assets of
1.07% in 1997 compared to 1.20% in 1996,  while return on average  shareholders'
equity for the same  periods was 8.25% and 8.33%,  respectively.  Excluding  the
SAIF assessment,  the Company would have reported net income of $2.1 million, an
increase of $450,000,  or 27.0%,  over 1996. The primary factor  contributing to
the increase in net income,  excluding the SAIF  assessment,  was an increase in
net interest income of $732,000.

         Net Interest  Income.  Net interest income is the largest  component of
the Company's net income, and consists of the difference between interest income
generated  on   interest-earnings   assets  and  interest  expense  incurred  on
interest-bearing  liabilities.  Net interest income is primarily affected by the
volumes,   interest  rates  and  composition  of  interest-earning   assets  and
interest-bearing liabilities.

         Net interest income increased  approximately  $732,000,  or 12.6%, from
$5.8 million in 1996 to $6.5 million in fiscal  1997.  The primary  component of
this change was a $1.3 million, or 14.1%,  increase in interest income on loans.
The increase in interest income on loans consisted of a $1,392,000  increase due
to increased  average volume in the loan  portfolio and $59,000  decrease due to
decreasing average interest rates. The increase in interest income of $1,550,000
was partially  offset by an $818,000,  or 15.5%,  increase in interest  expense,
primarily on FHLB borrowings.

         Average loans  outstanding  during fiscal 1997 increased $16.1 million,
or 14.8%,  compared to fiscal 1996, while average investment and mortgage-backed
securities  increased  $4.8  million,  or 23.0%,  compared to the prior year. In
fiscal 1997,  the Company  experienced  increases in yield on assets and cost of
liabilities  of nine and  five  basis  points,  respectively,  resulting  in the
$1,550,000  increase  in  interest  income and  $818,000  increase  in  interest
expense. Net interest margin, however, remained constant at 4.26%. The Company's
average interest rate spread  increased  slightly from 3.66% in 1996 to 3.70% in
1997.

         The tables  appearing  elsewhere in this report provide a more detailed
analysis  of the  changes in average  balances,  yields/rates  and net  interest
income  identifying that portion of change in average volume versus that portion
due to change in  average  rates.  See  "Average  Balances,  Interest  Rates and
Yields,"  "Rate/Volume  Analysis of Net Interest  Income" and "Weighted  Average
Yields."

         Provision  for Loan Losses.  The  provision for loan losses is based on
management's regular review of the loan portfolio,  which considers factors such
as past experience,  prevailing  general economic  conditions and considerations
applicable to specific  loans,  such as the ability of the borrower to repay the
loan and the estimated value of the underlying collateral, as well as changes in
the size and growth of the loan portfolio. Management believes the allowance for
loan losses is adequate to absorb potential losses; however, future additions to
the allowance may be necessary based on changes in economic conditions.

                                       7.
<PAGE>
         The  provision for loan losses  remained  constant at $120,000 for 1997
and 1996. At June 30, 1997,  the allowance for loan losses  represented  .44% of
loans, net of unearned and deferred income, compared to .46% at June 30, 1996.

         Noninterest  Income.  The Company  experienced  a  $125,000,  or 27.3%,
increase in  noninterest  income during 1997.  The increase was primarily due to
increases  in loan sale gains  related to the adoption of Statement of Financial
Accounting  Standards  No. 122,  which  requires  lenders who sell or securitize
originated loans and retain the servicing rights to recognize as separate assets
the rights to service mortgage loans for others. See also Note 1 of the Notes to
Consolidated Financial Statements.

         Noninterest Expense.  Noninterest expense increased $898,000, or 25.8%,
primarily  due to the  SAIF  assessment  and  increased  salaries  and  benefits
expense.  Salaries and benefits increased $196,000, or 11.1%, for 1997, compared
to 1996. Of that increase,  $136,000 was related to additional  personnel  added
for loan production and annual salary reviews,  and $60,000 was related to costs
associated with the ESOP plan.

         Income Taxes. The provision for income taxes totaled $947,000 in fiscal
1997  compared to $994,000 in fiscal  1996.  See also Note 7 of the Notes to the
Consolidated Financial Statements.


Comparison of Results of Operations for the Years Ended June 30, 1996 and 1995

         General.  Net income for 1996 was $1.7 million compared to $1.5 million
for fiscal 1995.  This  represented a return on average  assets of 1.20% in 1996
compared to 1.16% in 1995, while return on average  shareholders' equity for the
same periods was 8.33% and 7.93%, respectively.  The primary factor contributing
to the  increase  in net  income  was an  increase  in net  interest  income  of
$544,000.

         Net Interest  Income.  Net interest income is the largest  component of
the Company's net income, and consists of the difference between interest income
generated  on   interest-earnings   assets  and  interest  expense  incurred  on
interest-bearing  liabilities.  Net interest income is primarily affected by the
volumes,   interest  rates  and  composition  of  interest-earning   assets  and
interest-bearing liabilities.

         Net interest income increased  approximately  $544,000,  or 10.4%, from
$5.3 million in 1995 to $5.8 million in fiscal  1996.  The primary  component of
this change was a $991,000,  or 11.7%, increase in interest income on loans. The
increase in interest  income on loans  consisted  of a $701,000  increase due to
rising  average  interest rates and $290,000  increase due to increased  average
volume in the loan portfolio.  The increased  interest rate  environment  during
fiscal 1995 and early fiscal 1996  benefited the Company,  as 65% of its one- to
four-family real estate loans repriced based on the one-year  Treasury Index and
its commercial  loans  repriced  based on either the one-year  Treasury Index or
Prime. The increase in interest income was partially  offset by an $894,000,  or
20.3%,  increase in interest  expense,  primarily on certificates of deposit and
money market  accounts.  Interest  expense on certificates of deposit  increased
primarily  due to a $3.1  million  increase  in the  average  balance  of  total
certificates  of deposit and a shift from lower yielding  certificates to higher
yielding certificates, as rates paid on certificates of deposit increased during
the year.  During fiscal 1996,  the Company  experienced a $2.8 million and $5.9

                                       8.
<PAGE>
million   decrease   in  3.00%  to  3.99%  and  6.00%  to  7.99%   certificates,
respectively,  while the 4.00% to 5.99%  increased  $9.3% million.  In addition,
interest paid on FHLB deposits decreased $83,000 to $408,000 from $491,000.

         Average loans outstanding during fiscal 1996 increased $3.5 million, or
3.34%  compared to fiscal 1995,  while average  investment  and  mortgage-backed
securities  increased  $3.8  million,  or 22.7%,  compared to the prior year. In
fiscal 1996,  the Company  experienced  increases in yield on assets and cost of
liabilities  of 46 and 49 basis  points,  respectively.  As a  result,  interest
income increased by $1,438,000,  while interest  expense  increased by $894,000,
and net interest  margin  increased  to 4.26% from 4.19% in the prior year.  The
Company's average interest rate spread decreased  slightly from 3.69% in 1995 to
3.66% in 1996.

         While  the  interest  rate  environment  of  recent  years  has  proven
beneficial to most financial institutions,  including the Company,  increases in
market  rates of  interest  generally  adversely  affect  the net income of most
financial  institutions.  Because the  Company's  liabilities  may reprice  more
quickly  than its assets,  interest  margins  could  decrease if interest  rates
continue to rise.

         The tables  appearing  elsewhere in this report provide a more detailed
analysis  of the  changes in average  balances,  yields/rates  and net  interest
income  identifying that portion of change in average volume versus that portion
due to change in  average  rates.  See  "Average  Balances,  Interest  Rates and
Yields,"  "Rate/Volume  Analysis of Net Interest  Income" and "Weighted  Average
Yields."

         Provision  for Loan Losses.  The  provision for loan losses is based on
management's regular review of the loan portfolio,  which considers factors such
as past experience,  prevailing  general economic  conditions and considerations
applicable to specific  loans,  such as the ability of the borrower to repay the
loan and the estimated value of the underlying collateral, as well as changes in
the size and growth of the loan portfolio. Management believes the allowance for
loan losses is adequate to absorb potential losses; however, future additions to
the allowance may be necessary based on changes in economic conditions.

         The  provision  for  loan  losses  increased  from  $60,000  in 1995 to
$120,000 in 1996. At June 30, 1996,  the  allowance for loan losses  represented
 .46% of loans, net of unearned and deferred income, compared to .37% at June 30,
1995.

         During  fiscal year 1996,  the Company  adopted  Statement of Financial
Accounting  Standards ("SFAS") No. 114,  "Accounting by Creditors for Impairment
of a Loan," and SFAS No. 118 which  require  the  carrying  value of an impaired
loan be determined  by  calculating  the present value of estimated  future cash
flows  discounted  using the loan's  effective  interest yield.  The adoption of
these  pronouncements  did  not  have a  significant  impact  on  the  Company's
financial statements.

         Noninterest  Income.  The Company  experienced  a  $138,000,  or 42.9%,
increase in  noninterest  income during 1996.  The increase was primarily due to
increases in loan sale gains from  increased  volume in fixed rate mortgage loan
originations  and  increases  in service  charges  related to  additional  life,
accident and health insurance sales.

                                       9.
<PAGE>
         Noninterest Expense.  Noninterest expense increased $198,000,  or 6.0%,
primarily due to increased  salaries and benefits  expense and franchise  taxes.
Salaries and benefits increased  $132,000,  or 8.0%, for 1996, compared to 1995,
primarily  due to  additional  personnel  added for loan  production  and annual
salary reviews.  Franchise taxes increased due to the increased capital from the
Conversion, as well as from retained earnings.

         Income Taxes. The provision for income taxes totaled $994,000 in fiscal
1996 compared to $737,000 in fiscal 1995.  The increase was primarily the result
of an  increase  in  pretax  income.  See  also  Note  8 of  the  Notes  to  the
Consolidated Financial Statements.

         Average  Balances,  Interest  Rates and  Yields.  The  following  table
presents for the periods  indicated the total dollar  amount of interest  income
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.  Average  balances  for both 1997 and 1996 are  derived  from
daily  balances.  Non-accruing  loans have been  included  in the table as loans
carrying a zero yield.
<PAGE>
<TABLE>
<CAPTION>
                                                                Year Ended June 30,
                                   ------------------------------------------------------------------------------
                                                      1997                                     1996
                                    ------------------------------------     ------------------------------------
                                      Average       Interest                    Average       Interest
                                    Outstanding     Earned/     Yield/        Outstanding      Earned/     Yield/
                                      Balance         Paid       Rate           Balance         Paid        Rate
                                    -----------   -----------   --------     -----------    -----------   -------
                                                              (Dollars in Thousands)
<S>                                 <C>           <C>           <C>          <C>            <C>           <C> 
Interest-earning assets:
   Loans (1)                        $   124,973   $    10,804       8.65%    $   108,880    $     9,471      8.70%
   Investment securities (2)             16,211         1,071       6.57          11,654            692      5.97
   Mortgage-backed securities (2)         9,320           604       6.41           9,117            577      6.28
   FHLB deposits                            353            20       5.77           3,521            187      5.33
   Interest-bearing cash accounts           646            21       3.26             944             34      3.58
   Other interest-earning assets            255            20       7.72             606             36      5.92
   FHLB stock                             1,343            95       7.05           1,253             88      7.01
                                    -----------   -----------   --------     -----------    -----------   -------
     Total interest-earnings
       assets                       $   153,101        12,635       8.24     $   135,975         11,085      8.15
                                    ===========   -----------   --------     ===========    -----------   -------
Interest-bearing liabilities:
   Money market                          20,602           852       4.13     $    18,822            833      4.43
   Savings deposits                      19,598           535       2.73          20,152            577      2.87
   NOW                                   12,858           222       1.72          11,957            225      1.88
   Time deposits                         61,557         3,349       5.44          59,900          3,241      5.41
   FHLB borrowings                       19,706         1,143       5.80           6,868            408      5.94
   Other borrowings                         240             6       2.48             200              5      2.68
                                    -----------   -----------   --------     -----------    -----------   -------
     Total interest-bearing
       liabilities                  $   134,561         6,107       4.54     $   117,899          5,289      4.49
                                    ===========   -----------   --------     ===========    -----------   -------

Net interest income                               $     6,528                               $     5,796
                                                  ===========                               ===========
Net interest rate spread                                            3.70%                                    3.66%
                                                                ========                                  =======
Net earning assets                  $    18,540                              $    18,076
                                    ===========                              ===========
Net yield on average
  interest-earning assets                                           4.26%                                    4.26%
                                                                ========                                  =======
Average interest-earning
  assets to average interest-
  bearing liabilities                                  113.78%                                  115.33%
                                                  ===========                               ==========
</TABLE>
--------------------------------------------------------------------------------

(1)  Calculated net of deferred loan fees, loan discounts,  loans in process and
     loss reserves.
(2)  Average  balance is computed using the carrying  value of  securities.  The
     average yield has been computed  using the amortized  cost average  balance
     for available sale securities.

                                      10.
<PAGE>
         Rate/Volume  Analysis  of Net  Interest  Income.  The  following  table
presents the dollar  amount of changes in interest  income and interest  expense
for  major   components   of   interest-earning   assets  and   interest-bearing
liabilities.  It  distinguishes  between the  increase  or  decrease  related to
changes in balances  and/or  changes in  interest  rates.  For each  category of
interest-earning  assets  and  interest-bearing   liabilities,   information  is
provided  on changes  attributable  to (i) changes in volume  (i.e.,  changes in
volume  multiplied by old rate) and (ii) changes in rate (i.e.,  changes in rate
multiplied by old volume).  For purposes of this table,  changes attributable to
both  rate  and  volume,  which  cannot  be  segregated,   have  been  allocated
proportionately to the change due to volume and the change due to rate.
<TABLE>
<CAPTION>
                                                                 Year Ended June 30,
                                 --------------------------------------------------------------------------------
                                               1997 vs. 1996                             1996 vs. 1995
                                 ---------------------------------------    -------------------------------------
                                         Increase                                   Increase
                                        (Decrease)                                 (Decrease)              
                                          Due to                Total                Due to               Total
                                 ----------------------       Increase        --------------------       Increase
                                    Volume         Rate      (Decrease)       Volume         Rate       (Decrease)
                                    ------         ----      ----------       ------         ----       ----------
                                                              (Dollars in Thousands)
<S>                             <C>            <C>           <C>           <C>           <C>            <C>
Interest-earning assets:
   Loans                        $     1,392    $       (59)  $     1,333   $       290   $       701    $       991
   Investment securities                305             74           379           141            (6)           135
   Mortgage-backed securities            16             11            27            91            34            125
   FHLB deposits                       (182)            15          (167)          151             2            153
   Interest-bearing cash
      accounts                          (10)            (3)          (13)           (2)            1             (1)
   Other interest-earning
      assets                            (25)             9           (16)           14             8             22
   FHLB stock                             6              1             7             5             8             13
                                -----------    -----------   -----------   -----------   -----------    -----------
     Total interest-earning
        assets                  $     1,502    $        48         1,550   $       690   $       748          1,438
                                ===========    ===========   -----------   ===========   ===========    -----------

Interest-bearing liabilities:
   Money market                 $        76    $       (57)           19   $       359   $       138            497
   Savings deposits                     (16)           (26)          (42)         (114)           (6)          (120)
   NOW                                   16            (19)           (3)           32           (30)             2
   Time deposits                         90             18           108           151           447            598
   FHLB borrowings                      745            (10)          735           (82)           (1)           (83)
   Other borrowings                       1                            1             1            (1)
                                -----------    -----------   -----------   -----------   ------------
     Total interest-bearing
       liabilities              $       912    $       (94)          818   $       347   $       547            894
                                ===========    ===========   -----------   ===========   ===========    -----------

Net interest income                                          $       732                                $       544
                                                             ===========                                ===========
</TABLE>

                                      11.
<PAGE>
         Weighted  Average  Yields.  The following table sets forth the weighted
average  yields earned on the Company's  interest-earning  assets,  the weighted
average interest rates paid on its interest-bearing liabilities and the interest
rate  spread  between  the  average  yields  earned  and rates paid at the dates
indicated.
<TABLE>
<CAPTION>
                                                                                              At June 30,
                                                                                       ----------------------
                                                                                       1997              1996
                                                                                       ----              ----
<S>                                                                                    <C>               <C>  
     Weighted average yield on:
         Loans receivable                                                              8.46%             8.24%
         Mortgage-backed securities                                                    6.52              6.43
         Investment securities                                                         6.87              6.33
         Other interest-earning assets                                                 5.97              5.87
              Combined weighted average yield
               on interest-earning assets                                              8.12              7.82
     Weighted average rate paid on:
         Savings deposits                                                              2.74              2.77
         NOW deposits                                                                  1.68              1.65
         Money market accounts                                                         4.05              4.19
         Time deposits                                                                 5.60              5.34
         Borrowings                                                                    5.88              5.78
              Combined weighted average rate
                paid on interest-bearing liabilities                                   4.58              4.36
     Spread                                                                            3.54              3.46
</TABLE>

Asset/Liability Management

         The  Company's  asset/liability   management  strategy  emphasizes  the
retention  of  adjustable  rate  loans  and  mortgage-backed  securities  in its
portfolio in order to reduce the effective  maturity of its assets. In addition,
First Federal originates other loans,  specifically consumer loans, with shorter
terms to maturity or which reprice more  frequently than do long-term fixed rate
mortgage loans,  yet provide a positive margin over the Company's cost of funds.
Under First Federal's  current  policy,  virtually all fixed rate mortgage loans
are sold in the secondary  market.  At June 30, 1997 and 1996,  fixed rate loans
totaled $26.8 million,  or 20.0% and $30.7 million, or 26.4%,  respectively,  of
the Company's gross loan portfolio. At such dates, adjustable rate loans totaled
$107.5  million,  or 80.0% and $85.6 million,  or 73.6%,  of the Company's gross
loan portfolio, respectively.

         Proposed  regulations of the Office of Thrift  Supervision (the "OTS"),
First  Federal's  primary  regulator,  provide  a Net  Portfolio  Value  ("NPV")
approach to the quantification of interest rate risk. In essence,  this approach
calculates the difference  between the present value of expected cash flows from
assets and the present value of expected cash flows from liabilities, as well as
cash flows from off balance sheet  contracts,  arising from an assumed 200 basis
point increase or decrease in interest rates  (whichever  results in the greater
pro forma decrease in NPV).  Under OTS proposed  regulations,  an  institution's
"normal"  level of  interest  rate risk in the event of this  assumed  change in
interest rates is a decrease in the institution's NPV in an amount not exceeding
2% of the present  value of its assets.  Thrift  institutions  with greater than
"normal"  interest rate exposure must take a deduction  from their total capital
available to


                                      12.
<PAGE>
determine if they meet their risk-based capital requirement.  The amount of that
deduction is one-half of the  difference  between (a) the  institution's  actual
calculated  exposure and (b) its "normal"  level of exposure,  multiplied by the
present value of its assets.  Savings associations,  such as First Federal, with
less than $300 million in assets and a risk-based capital ratio in excess of 12%
are exempt from this requirement  unless the OTS determines  otherwise.  At June
30, 1997, 2.0% of the present value of First Federal's assets was  approximately
$3.4 million,  which was more than the $1,826,000 decrease in NPV resulting from
a 200 basis  point  change in  interest  rates as  calculated  by the OTS.  As a
result,  First Federal  currently would not be required to make a deduction from
total capital in  calculating  its  risk-based  capital  requirement  if it were
subject to this requirement.

         First Federal's asset/liability management strategy dictates acceptable
limits on the amounts of change in NPV given certain  changes in interest rates.
Presented  below,  as of June 30, 1997,  is an OTS  analysis of First  Federal's
interest rate risk as measured by changes in NPV for instantaneous and sustained
parallel shifts in the yield curve, in 100 basis point  increments,  up and down
300 basis points and compared to Bank policy limits. OTS assumptions are used in
calculating the amounts in this table.
<TABLE>
<CAPTION>
                                                                              Actual at June 30, 1997
           Changes in                                                           As Measured by OTS
         Interest Rates                                 Bank Limit           -----------------------
         (Basis Points)                                  % Change            $ Change       % Change
         --------------                                  --------            --------       --------
                                                                             (Dollars in thousands)
<S>            <C>                                          <C>           <C>                 <C>  
              +300                                          60%           $   (3,586)         (17)%
              +200                                          40                (1,826)          (9)
              +100                                          15                  (596)          (3)
                 0                                           0                   ---          ---
              -100                                          15                    25            0
              -200                                          40                  (201)          (1)
              -300                                          60                   (52)           0
</TABLE>

         Management  has  structured  its assets and  liabilities  to attempt to
lessen  exposure to interest rate risk. In the event of a 300 basis point change
in  interest  rates,  First  Federal  would  experience  a 0% change in NPV in a
declining interest rate environment and a 17% decrease in a rising interest rate
environment.  During  periods of rising  interest  rates,  the value of monetary
assets and monetary liabilities generally decline. Conversely, during periods of
falling interest rates,  the value of monetary assets and liabilities  generally
increase.  However,  the  amount  of  change  in value of  specific  assets  and
liabilities  due to  changes  in  interest  rates  is not the  same in a  rising
interest rate environment as in a falling  interest rate environment  (i.e., the
amount of value increase  under a specific  interest rate decrease may not equal
the amount of value decrease under an identical interest rate increase).

         In evaluating First Federal's  exposure to interest rate risk,  certain
shortcomings inherent in the method of analysis presented in the foregoing table
must be considered.  For example,  although  certain assets and  liabilities may
have  similar  maturities  or period to  repricing,  they may react in different
degrees to changes in market interest rates. In addition,  the interest rates on
certain types of assets and  liabilities  may fluctuate in advance of changes in
market  interest  rates,  while  interest  rates on other  types may lag  behind
changes  in market  rates.  Furthermore,


                                      13.
<PAGE>
in the event of a change in interest  rates,  prepayments  and early  withdrawal
levels would likely deviate  significantly from those assumed in calculating the
table. Finally, the ability of many borrowers to service their debt may decrease
in the event of an interest  rate  increase.  As a result,  the actual effect of
changing interest rates may differ from that presented in the foregoing table.


Liquidity and Capital Resources

         Liquidity.  The  Company's  liquidity,  primarily  represented  by cash
equivalents,  is a result of its operating,  investing and financing activities.
These  activities  are  summarized  below for the years  ended June 30, 1997 and
1996.
<TABLE>
<CAPTION>
                                                                               Year Ended June 30,
                                                                       -----------------------------------
                                                                                 (In Thousands)
                                                                            1997                 1996
                                                                       --------------       --------------
<S>                                                                    <C>                  <C>           
     Net income                                                        $        1,675       $        1,668
     Adjustments to reconcile net income to
       net cash from operating activities                                         912                  (62)
                                                                       --------------       --------------
     Net cash from operating activities                                         2,587                1,606
     Net cash used in investing activities                                    (17,474)             (11,239)
     Net cash from financing activities                                        15,165                9,449
                                                                       --------------       --------------
     Net change in cash and cash equivalents                                      278                 (184)
     Cash and cash equivalents at beginning of period                           2,637                2,821
                                                                       --------------       --------------
     Cash and cash equivalents at end of period                        $        2,915       $        2,637
                                                                       ==============       ==============
</TABLE>

         The Company's  sources of funds  include  customer  deposits,  loan and
mortgage-backed  securities  repayments  and other funds provided by operations.
The  Company  also has the ability to borrow  from the FHLB of  Cincinnati.  The
Company   maintains   investments  in  liquid  assets  based  upon  management's
assessment of (i) First Federal's need for funds,  (ii) expected  deposit flows,
(iii) the yields available on short-term liquid assets,  and (iv) the objectives
of the Company's  asset/liability  management program.  The OTS requires savings
associations  to  maintain  minimum  levels of liquid  assets.  OTS  regulations
currently  require  First Federal to maintain an average daily balance of liquid
assets  equal to at  least 5% of the sum of its  average  daily  balance  of net
withdrawable  deposit  accounts and  borrowings  payable in one year or less. At
June 30, 1997, First Federal's  regulatory liquidity ratio was 6.64% compared to
7.88% at June 30, 1996. At June 30, 1997 and 1996, First Federal had commitments
to originate  loans or fund  outstanding  lines of credit totaling $11.7 million
and $11.5 million,  respectively. The Company considers its liquidity sufficient
to meet its outstanding  short- and long-term  needs.  The Company expects to be
able to fund or  refinance,  on a timely  basis,  its material  commitments  and
long-term liabilities.

         Cash Flow. The most significant investing cash flow in 1997 was related
to a $19.9  million  net  increase  in  loans.  The most  significant  financing
activity was an $12.5 million increase in FHLB advances.

                                      14.
<PAGE>
         The  most  significant  investing  cash  flow in 1996  was  related  to
investment and mortgage-backed  securities  purchases of $10.0 million. The most
significant financing activity was an $11.0 million increase in deposits.

         Capital  Resources.  Federally  insured savings  institutions,  such as
First Federal, are required to meet a 1.5% tangible capital requirement,  a 3.0%
leverage  ratio  (core  capital to risk  weighted  assets)  requirement,  a 4.0%
leverage ratio (core capital to adjusted total assets)  requirement  and an 8.0%
risk-based capital  requirement.  At June 30, 1997, First Federal exceeded these
requirements  with  tangible  capital  ratio of 8.71%,  a core  capital  to risk
weighted  assets  ratio of 14.67%,  a core  capital to adjusted  total assets of
8.71% and a  risk-based  capital  ratio of  15.20%.  See Note 14 of the Notes to
Consolidated Financial Statements.

         The following  table  summarizes  First  Federal's  capital amounts (in
thousands) and the ratios required by law at June 30, 1997.
<TABLE>
<CAPTION>
                                                          Required                        Actual      Required
                                            Amount         Amount         Excess           Ratio        Ratio
                                            ------         ------         ------           -----        -----
<S>                                     <C>            <C>             <C>                 <C>           <C> 
         Tangible capital               $    14,041    $     2,417     $    11,624          8.71%        1.5%
         Core capital to
           adjusted total assets             14,041          4,834           9,207          8.71         3.0
         Core capital to risk
           weighted assets                   14,041          3,829          10,212         14.67         4.0
         Risk-based capital                  14,554          7,658           6,896         15.20         8.0
</TABLE>


Accounting Standards

         Recent  pronouncements  by the  Financial  Accounting  Standards  Board
("FASB")  will have an  impact  on  financial  statements  issued in  subsequent
periods. Set forth below are summaries of such pronouncements.

         Several new accounting standards have been issued by the FASB that will
apply for the Company's  consolidated  financial  statements for the year ending
June 30, 1998.

         SFAS No. 125,  "Accounting  for  Transfers  and  Servicing of Financial
Assets and  Extinguishments  of Liabilities," was issued in 1996. It revises the
accounting for transfers of financial assets, such as loans and securities,  and
for distinguishing between sales and secured borrowings. It became effective for
some  transactions  occurring after December 31, 1996, and will be effective for
others in 1998.  The impact of partial  adoption in 1997 was not material to the
1997 consolidated  financial  statements and the impact of the complete adoption
in 1998 is also  not  expected  to be  material  to the  consolidated  financial
statements.

         In March 1997, the accounting requirements for calculating earnings per
share were  revised by SFAS No. 128  "Earnings  Per Share."  Basic  earnings per
share for the  quarter  ended  December  31,  1997 and later will be  calculated
solely on average  common shares  outstanding.  Diluted  earnings per share will
reflect  the  potential  dilution  of  stock  options  and  other  common  stock
equivalents. All prior calculations will be restated to be comparable to the new
methods.

                                      15.
<PAGE>
As the Company has not had  significant  dilution  from stock  options,  the new
calculation  methods  will not  significantly  change  prior  earnings per share
disclosures.

         In June 1997,  the FASB issued SFAS No. 130,  "Reporting  Comprehensive
Income."  This  Statement  establishes  standards  for  reporting and display of
comprehensive income and its components (revenue, expenses, gains and losses) in
a full set of general-purpose financial statements. This Statement requires that
all items that are  required to be  recognized  under  accounting  standards  as
components of comprehensive  income be reported in a financial statement that is
displayed with the same  prominence as other  financial  statements.  Income tax
effects  must also be shown.  This  Statement  is  effective  for  fiscal  years
beginning after December 15, 1997.

         In June 1997, the FASB issued SFAS No. 131 "Disclosures  about Segments
of an Enterprise and Related  Information."  SFAS No. 131 establishes  standards
for the way that public business  enterprises report information about operating
segments in annual  financial  statements  and requires  that those  enterprises
report  selected  information  about  operating  segments  in interim  financial
reports  issued to  shareholders.  It also  establishes  standards  for  related
disclosures about products and services,  geographic areas, and major customers.
This statement is effective for financial statements for periods beginning after
December 15, 1997.

         These  statements  are not  expected  to have a material  effect on the
Company's consolidated financial position or results of operation.


Impact on Inflation and Changing Prices

         The financial  statements and related data  presented  herein have been
prepared in accordance  with generally  accepted  accounting  principles,  which
require  the  measurement  of  financial  position  and  results  of  operations
primarily in terms of  historical  dollars  without  considering  changes in the
relative  purchasing  power of money  over time due to  inflation.  Unlike  most
industrial  companies,  virtually  all of the  assets and  liabilities  of First
Federal  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 prices of goods and  services.  The
liquidity,  maturity  structure  and  quality  of  First  Federal's  assets  and
liabilities are critical to the maintenance of acceptable performance levels.

                                      16.
<PAGE>
                         REPORT OF INDEPENDENT AUDITORS



Board of Directors
Wood Bancorp, Inc.
Bowling Green, Ohio


We have audited the  accompanying  consolidated  balance sheets of Wood Bancorp,
Inc. as of June 30, 1997 and 1996,  and the related  consolidated  statements of
income,  changes  in  shareholders'  equity and cash flows for each of the three
years in the period  ended June 30, 1997.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall 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 financial position of Wood Bancorp,  Inc.
as of June 30, 1997 and 1996, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended June 30, 1997, in
conformity with generally accepted accounting principles.



                                                   Crowe, Chizek and Company LLP

Cleveland, Ohio
July 25, 1997


                                      17.
<PAGE>
<TABLE>
<CAPTION>
                                                WOOD BANCORP, INC.
                                            CONSOLIDATED BALANCE SHEETS
                                              June 30, 1997 and 1996
---------------------------------------------------------------------------------------------------------------
                                                                                 1997                 1996
                                                                                 ----                 ----
<S>                                                                       <C>                  <C>             
ASSETS
      Cash and due from banks                                             $      2,844,578     $      2,622,396
      Federal funds sold                                                            70,000               15,000
                                                                          ----------------     ----------------
         Cash and cash equivalents                                               2,914,578            2,637,396
      Interest-bearing deposits in other financial institutions                  2,229,104               77,715
      Repurchase agreement                                                                            2,500,000
      Investment securities available for sale                                  14,148,537           15,885,647
      Mortgage-backed securities available for sale                              8,844,333            9,648,337
      Loans, net                                                               131,317,923          111,456,292
      Office properties and equipment, net                                       1,860,331            1,359,034
      Federal Home Loan Bank stock, at cost                                      1,403,200            1,308,600
      Accrued interest receivable                                                  853,736              816,501
      Other assets                                                                 346,100              559,160
                                                                          ----------------     ----------------
             Total assets                                                 $    163,917,842     $    146,248,682
                                                                          ================     ================
LIABILITIES
      Deposits                                                            $    120,546,079     $    115,829,891
      Federal Home Loan Bank advances                                           21,775,306            9,315,945
      Accrued interest payable                                                     193,166               89,212
      Other liabilities                                                          1,237,711              891,636
                                                                          ----------------     ----------------
         Total liabilities                                                     143,752,262          126,126,684
                                                                          ----------------     ----------------
Commitments

SHAREHOLDERS' EQUITY
      Preferred stock, $.01 par value, 500,000 shares
        authorized, no shares issued or outstanding
      Common stock, $.01 par value, 2,500,000 shares
        authorized, 1,657,347 shares issued in 1997,
        1,655,847 shares issued in 1996                                             16,573               11,039
      Additional paid-in capital                                                10,884,182           10,686,033
      Retained earnings-substantially restricted                                12,805,953           11,688,467
      Treasury stock at cost:  1997 - 244,886 shares;
        1996 - 158,211 shares                                                   (3,130,066)          (1,671,491)
      Obligation under employee stock ownership
        plan                                                                      (301,741)            (409,161)
      Unearned compensation                                                        (30,977)             (42,561)
      Unrealized loss on available for sale securities, net                        (78,344)            (140,328)
                                                                          ----------------     ----------------
         Total shareholders' equity                                             20,165,580           20,121,998
                                                                          ----------------     ----------------
             Total liabilities and shareholders' equity                   $    163,917,842     $    146,248,682
                                                                          ================     ================
</TABLE>
          See accompanying notes to consolidated financial statements.

                                                      18.
<PAGE>
<TABLE>
<CAPTION>
                                                WOOD BANCORP, INC.
                                        CONSOLIDATED STATEMENTS OF INCOME
                                     Years ended June 30, 1997, 1996 and 1995
-----------------------------------------------------------------------------------------------------------------

                                                              1997                 1996                 1995
                                                              ----                 ----                 ----
<S>                                                      <C>                  <C>                  <C>           
Interest income
      Loans                                              $   10,804,173       $    9,471,271       $    8,480,319
      Investment securities                                   1,070,865              691,907              556,523
      Mortgage-backed and related securities                    604,152              576,583              451,366
      FHLB deposits                                              20,365              187,556               34,941
      Other                                                     135,505              157,591              123,948
                                                         --------------       --------------       --------------
         Total interest income                               12,635,060           11,084,908            9,647,097
                                                         --------------       --------------       --------------

Interest expense
      Deposits                                                4,957,409            4,875,161            3,898,921
      FHLB borrowings                                         1,143,352              408,071              490,727
      Other                                                       5,974                5,361                5,232
                                                         --------------       --------------       --------------
         Total interest expense                               6,106,735            5,288,593            4,394,880
                                                         --------------       --------------       --------------

Net interest income                                           6,528,325            5,796,315            5,252,217

Provision for loan losses                                       120,000              120,000               60,000
                                                         --------------       --------------       --------------

Net interest income after provision
  for loan losses                                             6,408,325            5,676,315            5,192,217
                                                         --------------       --------------       --------------

Noninterest income
      Service charges                                           282,447              227,099              207,635
      Security gains                                               (461)                                    4,713
      Net gains from sale of loans                              199,162              105,039               25,108
      Other                                                     103,686              127,395              84,087
                                                         --------------       --------------       --------------
         Total noninterest income                               584,834              459,533              321,543
                                                         --------------       --------------       --------------

<PAGE>
<CAPTION>
                                                WOOD BANCORP, INC.
                                        CONSOLIDATED STATEMENTS OF INCOME
                                     Years ended June 30, 1997, 1996 and 1995
-----------------------------------------------------------------------------------------------------------------

                                                              1997                 1996                 1995
                                                              ----                 ----                 ----
<S>                                                      <C>                  <C>                  <C>           
Noninterest expense
      Salaries and benefits                                   1,972,201            1,775,920            1,643,973
      Occupancy and equipment                                   379,551              346,669              344,516
      Data processing                                           305,852              269,794              267,323
      Insurance expense                                         864,479              284,642              269,818
      Franchise taxes                                           228,574              250,077              196,061
      Advertising and promotional expense                       159,718              142,754              130,652
      Other                                                     460,864              403,563              423,343
                                                         --------------       --------------       --------------
         Total noninterest expense                            4,371,239            3,473,419            3,275,686
                                                         --------------       --------------       --------------

Income before income tax                                      2,621,920            2,662,429            2,238,074

Provision for income tax                                        946,525              994,150              737,450
                                                         --------------       --------------       --------------

Net income                                               $    1,675,395       $    1,668,279       $    1,500,624
                                                         ==============       ==============       ==============

Earnings per common share                                $         .74        $         .72        $         .63
                                                         =============        =============        =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                                       19.
<PAGE>
<TABLE>
<CAPTION>
                                                         WOOD BANCORP, INC.
                                     CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                              Years ended June 30, 1997, 1996 and 1995
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
                                                           Additional                                   Obligation               
                                                 Common      Paid-in       Retained     Treasury           Under      Unearned   
                                                  Stock      Capital       Earnings       Stock            ESOP     Compensation 
                                                  -----      -------       --------       -----            ----     ------------ 

<S>                                         <C>           <C>             <C>           <C>           <C>            <C>         
Balance at July 1, 1994                     $    11,039   $  10,511,732   $ 9,158,973   $  (488,829)  $  (639,600)   $  (203,974)

Reduction of obligation under employee
  stock ownership plan                                                                                    117,819                

Compensation expense with respect to
  recognition and retention plan                                                                                         102,629 

Tax benefit related to recognition and
  retention plan                                                 12,889                                                          

Purchase of treasury stock, 26,250 shares                                                  (249,375)                             

ESOP expense related to market in excess
  of book value of shares allocated                              53,018                                                          

Change in unrealized loss on securities
  available for sale                                                                                                             

Net income for the year ended June 30, 1995                                 1,500,624                                            

Cash dividends - $.13 per share                                              (296,072)                                           
                                            -----------   -------------   -----------   -----------   -----------    ----------- 

Balance at June 30, 1995                         11,039      10,577,639    10,363,525      (738,204)     (521,781)      (101,345)

Reduction of obligation under employee
  stock ownership plan                                                                                    112,620                

Compensation expense with respect to
  recognition and retention plan                                                                                          58,784 

Tax benefit related to recognition and
  retention plan                                                 23,704                                                          

Purchase of treasury stock, 78,600 shares                                                  (960,925)                             

ESOP expense related to market in excess
  of book value of shares allocated                              84,690                                                          

Stock options exercised, 3,189 shares                                          (6,379)       27,638                              

Change in unrealized loss on securities
  available for sale                                                                                                             
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                               Unrealized
                                             Gains (Losses)
                                              on Securities       Total
                                              Available for   Shareholders'
                                                Sale, Net        Equity
                                                ---------        ------

<S>                                           <C>           <C>        
Balance at July 1, 1994                       $  (107,884)  $18,241,457

Reduction of obligation under employee
  stock ownership plan                                          117,819

Compensation expense with respect to
  recognition and retention plan                                102,629

Tax benefit related to recognition and
  retention plan                                                 12,889

Purchase of treasury stock, 26,250 shares                      (249,375)

ESOP expense related to market in excess
  of book value of shares allocated                              53,018

Change in unrealized loss on securities
  available for sale                              131,309       131,309

Net income for the year ended June 30, 1995                   1,500,624

Cash dividends - $.13 per share                                (296,072)
                                              -----------      --------

Balance at June 30, 1995                           23,425    19,614,298

Reduction of obligation under employee
  stock ownership plan                                          112,620

Compensation expense with respect to
  recognition and retention plan                                 58,784

Tax benefit related to recognition and
  retention plan                                                 23,704

Purchase of treasury stock, 78,600 shares                      (960,925)

ESOP expense related to market in excess
  of book value of shares allocated                              84,690

Stock options exercised, 3,189 shares                            21,259

Change in unrealized loss on securities
  available for sale                             (163,753)     (163,753)
</TABLE>

(Continued)

                                       20.
<PAGE>
<TABLE>
<CAPTION>
                                                         WOOD BANCORP, INC.
                                     CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                              Years ended June 30, 1997, 1996 and 1995
------------------------------------------------------------------------------------------------------------------------------------

                                                           Additional                                   Obligation               
                                                 Common      Paid-in       Retained     Treasury           Under      Unearned   
                                                  Stock      Capital       Earnings       Stock            ESOP     Compensation 
                                                  -----      -------       --------       -----            ----     ------------ 

<S>                                         <C>           <C>             <C>           <C>           <C>            <C>         
Net income for the year ended June 30, 1996                               $ 1,668,279                                            

Cash dividends - $.15 per share                                              (336,958)                                           
                                            -----------   -------------   -----------   -----------   -----------    ----------- 

Balance at June 30, 1996                    $    11,039   $  10,686,033    11,688,467   $(1,671,491)  $  (409,161)   $   (42,561)

Reduction of obligation under
  employee stock ownership plan                                                                           107,420                

Compensation expense with respect to
  recognition and retention plan                                                                                          34,834 

Tax benefit related to recognition and
  retention plan                                                 24,902                                                          

Purchase of treasury stock, 90,450 shares                                                (1,491,300)                             

ESOP expense related to market in excess
  of book value of shares allocated                             150,012                                                          

Stock options exercised, 3,775 shares                                          (7,546)       32,725                              

Change in unrealized loss on securities
  available for sale                                                                                                             

Stock dividend                                    5,519                        (5,519)

Shares issued with respect to recognition
  and retention plan 1,500 shares                    15          23,235                                                  (23,250)

Net income for the year ended June 30, 1997                                 1,675,395                                            

Cash dividends - $.25 per share                                              (544,844)                                           
                                            -----------   -------------   -----------   -----------   -----------    ----------- 

Balance at June 30, 1997                    $    16,573   $  10,884,182   $12,805,953   $(3,130,066)  $  (301,741)   $   (30,977)
                                            ===========   =============   ===========   ===========   ===========    =========== 
<PAGE>
<CAPTION>
                                               Unrealized
                                             Gains (Losses)
                                              on Securities       Total
                                              Available for   Shareholders'
                                                Sale, Net        Equity
                                                ---------        ------

<S>                                           <C>           <C>        
Net income for the year ended June 30, 1996                 $ 1,668,279  
                                                                         
Cash dividends - $.15 per share                                (336,958) 
                                              -----------   -----------  
                                                                         
Balance at June 30, 1996                      $  (140,328)   20,121,998  
                                                                         
Reduction of obligation under                                            
  employee stock ownership plan                                 107,420  
                                                                         
Compensation expense with respect to                                     
  recognition and retention plan                                 34,834  
                                                                         
Tax benefit related to recognition and                                   
  retention plan                                                 24,902  
                                                                         
Purchase of treasury stock, 90,450 shares                    (1,491,300) 
                                                                         
ESOP expense related to market in excess                                 
  of book value of shares allocated                             150,012  
                                                                         
Stock options exercised, 3,775 shares                            25,179  
                                                                         
Change in unrealized loss on securities                                  
  available for sale                               61,984        61,984  
                                                                         
Stock dividend                                                           
                                                                         
Shares issued with respect to recognition                                
  and retention plan 1,500 shares                                        
                                                                         
Net income for the year ended June 30, 1997                   1,675,395  
                                                                         
Cash dividends - $.25 per share                                (544,844) 
                                              -----------   -----------  
                                                                         
Balance at June 30, 1997                      $   (78,344)  $20,165,580  
                                              ===========   ===========  
</TABLE>
                                              
          See accompanying notes to consolidated financial statements.

                                      21.
<PAGE>
<TABLE>
<CAPTION>
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                             Years ended June 30, 1997, 1996 and 1995
--------------------------------------------------------------------------------------------------

                                                      1997             1996              1995
                                                 ------------      ------------      ------------
<S>                                              <C>               <C>               <C>         
Cash flows from operating activities
     Net income                                  $  1,675,395      $  1,668,279      $  1,500,624
     Adjustments to reconcile net income
       to net cash from operating activities
         Depreciation                                 131,122           115,493           121,629
         Gain on loan sales                          (199,162)         (105,039)          (25,108)
         Loans originated for sale                (14,182,540)      (18,497,220)       (3,026,255)
         Proceeds from sale of loans               14,212,692        18,602,259         3,051,363
         Provision for loan losses                    120,000           120,000            60,000
         Net accretion                               (117,999)          (36,775)          (47,142)
         Investment security gains                        461                              (4,713)
         Stock dividend on FHLB stock                 (94,600)          (87,700)          (75,000)
         Amortization of unearned
           compensation                                34,834            58,784           102,629
         Tax benefit from recognition and
           retention plan shares                       24,902            23,704            12,889
         ESOP expense                                 257,432           197,310           170,839
         Change in
              Interest receivable                     (37,235)         (209,577)         (118,361)
              Other assets                            351,716          (258,867)          (90,994)
              Income taxes payable                    (35,191)          (32,335)           29,172
              Other liabilities                       256,606           (23,015)          110,182
              Interest payable                        103,954            (9,836)           14,449
              Deferred loan fees                       (8,074)             (454)          (30,979)
              Deferred taxes                           92,731            81,554
                                                 ------------      ------------      ------------
                  Net cash from operating
                    activities                      2,587,044         1,606,565         1,755,224
                                                 ------------      ------------      ------------

Cash flows from investing activities
     Net change in interest-bearing
       balances with banks                         (2,151,389)          274,686           851,850
     Investment and mortgage-backed
       securities available for sale
         Proceeds from sales                        1,050,000                              59,713
         Proceeds from maturities and calls         5,220,000           713,481               573
         Purchases                                 (4,300,000)      (10,177,915)          (56,462)
         Proceeds from principal payments
           on mortgage-backed securities              782,565         1,341,966           687,943
</TABLE>

                                   (Continued)


                                       22.
<PAGE>
<TABLE>
<CAPTION>
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                               Years ended June 30, 1997, 1996 and 1995
------------------------------------------------------------------------------------------------------

                                                          1997              1996              1995
                                                      ------------      ------------      ------------
<S>                                                   <C>               <C>               <C>         
Cash flows from investing activities  (continued)
      Investment and mortgage-backed
        securities held to maturity
         Proceeds from maturities and calls                             $    500,000      $  2,115,000
         Purchases                                                          (662,944)       (2,821,865)
         Proceeds from principal payments
           on mortgage-backed securities                                     174,342           238,525
      Net increase in loans                           $(19,943,203)         (758,798)      (10,340,714)
      Properties and equipment
        expenditures, net                                 (632,419)         (143,354)         (173,225)
      Purchases of repurchase agreements                (5,000,000)               
      Proceeds from repurchase agreements                2,500,000         2,500,000                
                                                      ------------      ------------      ------------
         Net cash from investing activities            (17,474,446)      (11,238,536)       (9,438,662)
                                                      ------------      ------------      ------------

Cash flows from financing activities
      Net change in deposits                             4,716,188        10,985,291         4,457,099
      Proceeds from FHLB borrowings                     24,150,000         8,500,000         4,900,000
      Repayment of FHLB borrowings                     (11,690,639)       (8,759,883)         (177,514)
      Proceeds from issuance of stock                       25,179            21,259
      Cash dividends paid                                 (544,844)         (336,958)         (296,072)
      Purchase of treasury stock                        (1,491,300)         (960,925)         (249,375)
                                                      ------------      ------------      ------------
         Net cash from financing activities             15,164,584         9,448,784         8,634,138
                                                      ------------      ------------      ------------

Net change in cash and cash equivalents                    277,182          (183,187)          950,700

Cash and cash equivalents at beginning
  of year                                                2,637,396         2,820,583         1,869,883
                                                      ------------      ------------      ------------

Cash and cash equivalents at end of year              $  2,914,578      $  2,637,396      $  2,820,583
                                                      ============      ============      ============

Supplemental disclosures of cash flow
  information
      Cash paid during the year for
         Interest                                     $  6,002,781      $  5,298,429      $  4,380,431
         Income taxes                                      842,850           860,682           688,300
      Noncash activities
         Transfer securities to available
           for sale                                            -           8,705,534                
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       23.
<PAGE>
                               WOOD BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          June 30, 1997, 1996 and 1995

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation Policy: The consolidated financial statements include the accounts
of Wood Bancorp,  Inc. (the  "Company") and its wholly owned  subsidiary,  First
Federal  Bank  (the  "Bank").  All  significant  intercompany  transactions  and
balances have been eliminated.

Industry Segment Information:  The Company is engaged in the business of banking
with operations  conducted  through its main office and five branches located in
Bowling Green,  Ohio, and  neighboring  communities.  These  communities are the
source of substantially  all of the Company's  deposit and loan activities.  The
majority of the Company's income is derived from one- to four-family residential
real estate loans.

Use of Estimates in Preparation of Financial Statements:  In preparing financial
statements,  management must make estimates and assumptions. These estimates and
assumptions  affect the amounts reported for assets,  liabilities,  revenues and
expenses as well as affecting the  disclosures  provided.  Future  results could
differ from current estimates. Areas involving the use of management's estimates
and assumptions primarily include the allowance for loan losses, the realization
of  deferred  tax  assets,  fair value of  certain  securities  and  capitalized
mortgage  loan  servicing  rights and the  determination  and carrying  value of
impaired loans.

Cash  Reserves:  At June 30, 1997,  the Company was required to have $342,000 on
deposit with the Federal Reserve Bank or as cash on hand.  These reserves do not
earn interest.

Investment   Securities:   Securities  are  classified  into   held-to-maturity,
available-for-sale,  and trading  categories.  Held-to-maturity  securities  are
those which the Company has the positive intent and ability to hold to maturity,
and are  reported at amortized  cost.  Available-for-sale  securities  are those
which the  Company may decide to sell if needed for  liquidity,  asset-liability
management, or other reasons. Available-for-sale securities are reported at fair
value,  with  unrealized  gains or losses  included as a separate  component  of
equity, net of tax.

Realized gains or losses on sales are determined  based on the amortized cost of
the specific security sold.  Amortization of premiums and accretion of discounts
are computed under the  level-yield  method and are recognized as adjustments to
interest income.  Prepayment activity on mortgage-backed  securities is affected
primarily by changes in interest rates. Yields on mortgage-backed securities are
adjusted  as  prepayments  occur  through  changes  to premium  amortization  or
discount accretion.

                                      24.
<PAGE>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loans: Interest income on loans is accrued over the term of the loans based upon
the principal  outstanding.  The accrual of interest on loans is suspended when,
in  management's  opinion,  the  collection  of all  or a  portion  of the  loan
principal  has  become  doubtful.  When a loan is placed on  nonaccrual  status,
accrued and unpaid interest at risk is charged  against income.  Under Statement
of Financial  Accounting Standards ("SFAS") No. 114, as amended by SFAS No. 118,
the carrying  value of impaired loans is  periodically  adjusted to reflect cash
payments,  revised  estimates of future cash flows and  increases in the present
value  of  expected  cash  flows  due to the  passage  of  time.  Cash  payments
representing  interest  income are reported as such and other cash  payments are
reported as  reductions  in carrying  value.  Increases or decreases in carrying
value due to changes in estimates of future  payments or the passage of time are
reported as reductions or increases in bad debt expense.

Effective  July 1, 1996,  the  Company  adopted  SFAS No. 122,  "Accounting  for
Mortgage Servicing Rights." SFAS No. 122 requires lenders who sell or securitize
originated loans and retain the servicing rights to recognize as separate assets
the rights to service mortgage loans for others. SFAS No. 122 also requires that
capitalized  mortgage  servicing  rights be assessed for impairment based on the
fair value of those  rights.  For purposes of measuring  impairment,  management
stratifies loans by loan type, interest rate and investor.  SFAS No. 122 did not
materially impact the Company's financial condition or results of operations.

Mortgage  loans  originated  by the Bank and intended for sale in the  secondary
market  are  carried  at the  lower  of cost or  estimated  market  value in the
aggregate.  Net  unrealized  losses are  recognized in a valuation  allowance by
charges to income. To mitigate the interest rate risk associated with loans held
for sale,  management  obtains fixed secondary  market purchase  commitments for
these loans.

Loan fees,  net of direct loan  origination  costs,  are deferred and recognized
over the life of the loan as a yield adjustment.

Allowance  for Loan  Losses:  Because  some loans may not be repaid in full,  an
allowance for loan losses is maintained. Increases to the allowance are recorded
by a provision for loan losses  charged to expense.  Estimating  the risk of the
loss and the amount of loss on any loan is necessarily subjective.  Accordingly,
the allowance is maintained  by  management  at a level  considered  adequate to
cover  losses  that are  currently  anticipated  based on past loss  experience,
general economic  conditions,  information  about specific  borrower  situations
including their financial  position and collateral values, and other factors and
estimates  which  are  subject  to  change  over  time.   While  management  may
periodically  allocate  portions of the  allowance  for  specific  problem  loan
situations,  the whole  allowance is  available  for any loan  charge-offs  that
occur.  A loan is  charged-off  against the allowance by management  when deemed
uncollectible,  although  collection  efforts continue and future recoveries may
occur.


                                      25.
<PAGE>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Effective  July 1, 1995,  the  Company  adopted  SFAS No.  114,  "Accounting  by
Creditors  for  Impairment  of a Loan." SFAS No. 114 requires  that the carrying
values of impaired  loans be  determined  by  calculating  the present  value of
estimated  future cash flows,  discounted  using the loan's  effective  interest
yield.  A loan is impaired when it is probable that a creditor will be unable to
collect  all  amounts  due  according  to the  contractual  terms  of  the  loan
agreement.  SFAS No. 118 was issued in October  1994 and amends  SFAS No. 114 to
allow a creditor to use existing  methods to recognize income on impaired loans.
SFAS No. 114 and SFAS No. 118 did not materially impact the Company's  financial
condition or results of operations.

Smaller-balance  homogeneous  loans are evaluated for impairment in total.  Such
loans include  residential  first  mortgage loans secured by one- to four-family
residences,  residential  construction  loans and  automobile,  home  equity and
second  mortgages.   Commercial  loans  and  mortgage  loans  secured  by  other
properties are evaluated individually for impairment.  When analysis of borrower
operating results and financial  condition  indicates that underlying cash flows
of  the  borrower's   business  are  not  adequate  to  meet  its  debt  service
requirements,  the loan is evaluated  for  impairment.  Often this is associated
with a delay or  shortfall in payments of 30 days or more.  Loans are  generally
moved to nonaccrual  status when 90 days or more past due or when  collection of
principal  or  interest  is in doubt.  These  loans are  often  also  considered
impaired.  Impaired  loans,  or  portions  thereof,  are charged off when deemed
uncollectible.  The  nature of  disclosures  for  impaired  loans is  considered
generally   comparable  to  prior   nonaccrual   and   renegotiated   loans  and
non-performing and past-due asset disclosures.

Real  Estate  Owned:  Real  estate  owned,  other than that which is used in the
normal  course of business,  is recorded at fair value less  estimated  costs to
sell. For real estate acquired through foreclosure, any initial loss is recorded
as a charge to the allowance for loan losses prior to being  transferred to real
estate  owned.  Any  subsequent  reduction  in fair  value  is  recognized  in a
valuation allowance by charges to income.

Office  Properties and Equipment:  Office properties and equipment are stated at
cost less accumulated  depreciation.  Depreciation is computed based on both the
straight-line  method and the accelerated method over the estimated useful lives
of the respective properties and equipment. Maintenance and repairs are expensed
and major improvements are capitalized.

Profit  Sharing  Plan:   The  Company   maintains  a  profit  sharing  plan  for
substantially all employees.  Annual contributions to the plan are determined by
the  Board of  Directors.  Expenses  related  to the  profit  sharing  plan were
$101,300,  $101,000 and  $100,700  for the years ended June 30,  1997,  1996 and
1995, respectively.

Income Taxes:  The Company  records  income tax expense based upon the amount of
tax due on its tax return plus deferred  taxes  computed based upon the expected
future tax  consequences of temporary  differences  between the carrying amounts
and tax bases of assets and liabilities,  using enacted tax rates. The provision
for income taxes is based upon the  effective tax rate expected to be applicable
for the entire year.


                                      26.
<PAGE>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentrations  of  Credit  Risk:  The Bank  grants  residential,  consumer  and
commercial loans to customers located primarily in Wood and surrounding counties
in Ohio. Real estate mortgage loans make up  approximately  84% of the Company's
loan  portfolio  and the  remaining  16% is made up of consumer  and  commercial
loans.  The Bank, in the normal course of business,  makes  commitments  to make
loans which are not reflected in the financial statements.
These commitments are discussed in Note 9.

Statement  of  Cash  Flows:  For  purposes  of this  statement,  cash  and  cash
equivalents  are defined to include the Company's  cash on hand,  due from banks
and federal  funds sold.  The Company  reports net cash flows for customer  loan
transactions, deposit transactions and interest-bearing deposits made with other
financial institutions.

Earnings Per Share: Earnings per common share for 1997 and 1996 were computed by
dividing net income by the weighted average number of shares outstanding for the
period.  On July 1, 1997, the board of Directors  declared a 3 for 2 stock split
payable July 29, 1997, which was accounted for similar to a 50% stock split. All
earnings and dividends per share  disclosures  have been restated to reflect the
stock dividend. Weighted average shares outstanding used to compute earnings per
share  for the  1997,  1996 and 1995  periods  were,  2,263,305,  2,326,085  and
2,378,889 respectively, as restated for the stock dividend.

Stock options  outstanding  have a dilutive effect of less than 3% on net income
per share for 1997, 1996 and 1995.

Accounting for Stock Option and Incentive  Plan:  SFAS No. 123,  "Accounting for
Stock-Based  Compensation,"  issued in October  1995,  encourages,  but does not
require,  entities to use a "fair value based method" to account for stock-based
compensation  plans. If the fair value accounting  encouraged by SFAS No. 123 is
not adopted,  entities  must  disclose the pro forma effect on net income and on
earnings per share had the accounting been adopted. Fair value of a stock option
is to be estimated using an option-pricing  model,  such as Black-Scholes,  that
considers:  exercise  price,  expected life of the option,  current price of the
stock,  expected  price  volatility,  expected  dividends  on the  stock and the
risk-free  interest  rate.  Once  estimated,  the fair value of an option is not
later changed. The accounting and disclosure  requirements of this statement are
effective for transactions entered into in fiscal years beginning after December
15, 1995. Pro forma disclosures  required for entities that elect to continue to
measure  compensation cost using existing  accountings  methods must include the
effects of all awards granted in fiscal years beginning after December 15, 1994.
Stock  option  grants in  fiscal  1997 and  1996,  of 5,000  and  2,000  shares,
respectively,  do not materially affect current or future pro forma earnings per
share.

Financial Statement  Presentation:  Certain items in the 1996 and 1995 financial
statements have been reclassified to correspond with the 1997 presentation.

                                      27.
<PAGE>
NOTE 2 - INVESTMENT SECURITIES

The amortized cost,  gross unrealized gains and losses and estimated fair values
of investment securities at June 30, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
                                                  -------------------------------1997------------------------------
                                                                         Gross          Gross           Estimated
                                                       Amortized      Unrealized     Unrealized           Fair
                                                         Cost            Gains         Losses             Value
                                                         ----            -----         ------             -----
<S>                                               <C>                <C>            <C>            <C>             
Available for sale
      U.S. Treasury Securities                    $       540,627    $    152,073                  $        692,700
      U.S. Government agencies                          9,972,708          23,327   $     86,647          9,909,388
      U.S. Government agency
         step-up bonds                                    800,000                          9,252            790,748
      Mutual funds and equity
         investments                                    2,781,306             276         65,881          2,715,701
      Other                                                40,000                                            40,000
                                                  ---------------    ------------   ------------   ----------------
         Total investment securities                   14,134,641         175,676        161,780         14,148,537
                                                  ---------------    ------------   ------------   ----------------
      Mortgage-backed securities
         CMOs and REMICs                                4,650,973          41,272        100,746          4,591,499
         Other mortgage-backed
            securities                                  4,325,959           6,124         79,249          4,252,834
                                                  ---------------    ------------   ------------   ----------------
         Total mortgage-
           backed securities                            8,976,932          47,396        179,995          8,844,333
                                                  ---------------    ------------   ------------   ----------------

      Total investment and
        mortgage-backed securities
        available for sale                        $    23,111,573    $    223,072   $    341,775   $     22,992,870
                                                  ===============    ============   ============   ================
</TABLE>


                                      28.
<PAGE>
NOTE 2 - INVESTMENT SECURITIES (Continued)
<TABLE>
<CAPTION>
                                                  ------------------------------1996-------------------------------
                                                                         Gross         Gross            Estimated
                                                      Amortized       Unrealized    Unrealized            Fair
                                                        Cost             Gains        Losses              Value
                                                        ----             -----        ------              -----
<S>                                               <C>                <C>            <C>            <C>             
Available for sale
      U.S. Treasury Securities                    $       681,998    $    156,673                  $        838,671
      U.S. Government agencies                         11,022,712          11,037   $    150,593         10,883,156
      U.S. Government agency step-up
        bonds                                           1,517,639           7,024         25,802          1,498,861
      Mutual funds and equity
        investments                                     2,712,148                         87,189          2,624,959
      Other                                                40,000                                            40,000
                                                  ---------------    ------------   ------------   ----------------
         Total investment securities                   15,974,497         174,734        263,584         15,885,647
                                                  ---------------    ------------   ------------   ----------------
      Mortgage-backed securities
         CMOs and REMICs                                4,681,972           3,922         77,890          4,608,004
         Other mortgage-backed securities               5,090,133          62,723        112,523          5,040,333
                                                  ---------------    ------------   ------------   ----------------
         Total mortgage-
           backed securities                            9,772,105          66,645        190,413          9,648,337
                                                  ---------------    ------------   ------------   ----------------

      Total investment and
        mortgage-backed securities
        available for sale                        $    25,746,602    $    241,379   $    453,997   $     25,533,984
                                                  ===============    ============   ============   ================
</TABLE>

                                      29.
<PAGE>
 NOTE 2 - INVESTMENT SECURITIES (Continued)

The amortized cost and estimated fair value of debt securities at June 30, 1997,
by contractual  maturity,  are shown below.  Expected maturities may differ from
contractual  maturities  because  borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
                                                                              Amortized          Estimated
                                                                                Cost            Fair Value
                                                                                ----            ----------
<S>                                                                       <C>                 <C>            
      Available for sale
           Due in one year or less                                        $     1,148,696     $     1,145,623
           Due after one year through five years                                3,548,282           3,515,636
           Due after five years through ten years                               6,116,357           6,233,140
           Due after ten years                                                    500,000             498,437
                                                                          ---------------     ---------------
                                                                               11,313,335          11,392,836

           CMOs and REMICs                                                      4,650,973           4,591,499
           Other mortgage-backed securities                                     4,325,959           4,252,834
                                                                          ---------------     ---------------
                  Total mortgage-backed securities                              8,976,932           8,844,333

           Mutual funds and equity investments                                  2,781,306           2,715,701
           Other                                                                   40,000              40,000
                                                                          ---------------     ---------------

                                                                          $    23,111,573     $    22,992,870
                                                                          ===============     ===============
</TABLE>

Proceeds  from the sale of  securities  for the year  ended  June 30,  1997 were
$1,050,000, resulting in gross losses of $2,410. Securities called or settled by
the issuer  during 1997 resulted in gross gains of $1,949.  No  securities  were
sold during 1996. Proceeds from the sale of equity securities for the year ended
June 30, 1995 were $59,713, resulting in gross gains of $4,713.

Investment  securities with a carrying value of $499,843 and $276,468 as of June
30, 1997 and 1996, respectively,  were pledged to secure public deposits and for
other purposes as required or permitted by law.

To provide additional  flexibility to meet liquidity and asset/liability  needs,
the Company  reclassified  securities  with an amortized cost of $8,705,534 from
held to maturity to available  for sale.  The  securities  were  transferred  in
December 1995 as allowed by the SFAS No. 115 implementation  guide issued by the
Financial Accounting Standards Board ("FASB"),  with the related unrealized loss
of $69,977 recorded net of tax as a decrease in shareholders' equity.

                                      30.
<PAGE>
NOTE 3 - LOANS

Loans  as  presented  on the  balance  sheet  are  comprised  of  the  following
classifications at June 30:
<TABLE>
<CAPTION>
                                                                               1997                  1996
                                                                               ----                  ----
<S>                                                                    <C>                   <C>              
Real estate mortgage loans (principally conventional)
      Principal balances
         Secured by one- to four- family residences                    $      93,537,749     $      85,387,205
         Secured by other properties                                           7,295,761             4,812,944
         Construction                                                          4,515,950             6,397,279
         Home equity                                                           8,334,481             4,111,607
                                                                       -----------------     -----------------
                                                                             113,683,941           100,709,035
      Less:
         Loans in process                                                      2,245,571             4,104,299
         Net deferred loan origination fees                                      200,660               208,733
                                                                       -----------------     -----------------
             Total real estate mortgage loans                                111,237,710            96,396,003
                                                                       -----------------     -----------------

Consumer and other loans
      Principal balances
         Automobile                                                            7,695,651             7,013,451
         Commercial                                                            8,035,167             4,098,055
         Other                                                                 4,925,380             4,462,150
                                                                       -----------------     -----------------
             Total consumer and other loans                                   20,656,198            15,573,656
                                                                       -----------------     -----------------

                                                                             131,893,908           111,969,659
Allowance for loan losses                                                        575,985               513,367
                                                                       -----------------     -----------------

Loans, net                                                             $     131,317,923     $     111,456,292
                                                                       =================     =================
</TABLE>
<PAGE>
A summary of the activity in the allowance for loan losses is as follows:
<TABLE>
<CAPTION>
                                                                   1997             1996              1995
                                                                   ----             ----              ----
<S>                                                           <C>               <C>              <C>         
           Balance at beginning of period                     $    513,367      $    409,706     $    351,325
           Provision for loan losses                               120,000           120,000           60,000
           Recoveries                                               33,097             1,111              292
           Charge-offs                                             (90,479)          (17,450)          (1,911)
                                                              ------------    --------------     ------------

           Balance at end of period                           $    575,985      $    513,367     $    409,706
                                                              ============      ============     ============
</TABLE>


                                      31.
<PAGE>
NOTE 3 - LOANS (Continued)

No loans were transferred to foreclosed real estate in 1997 or 1996.

The Bank is not committed to lend  additional  funds to debtors whose loans have
been modified.

Loans serviced for other  institutions  totaled  $32,418,955,  $20,291,370,  and
$3,609,081  at June 30,  1997,  1996 and 1995,  respectively.  Nonaccrual  loans
totaled $0 at June 30, 1997 and 1996, and $28,479 at June 30, 1995. Interest not
recognized on nonaccrual loans totaled  approximately  $1,947, $2,613 and $2,412
for  June  30,  1997,   1996  and  1995,   respectively.   Impaired  loans  were
insignificant  at June 30, 1997 and 1996 and during the fiscal  years ended June
30, 1997 and 1996.


NOTE 4 - RELATED PARTY TRANSACTIONS

In the course of its business, the Bank has granted loans to executive officers,
directors, and their related business interests. A summary of related party loan
activity,  for loans aggregating $60,000 or more to any one related party, is as
follows for the year ended June 30:
<TABLE>
<CAPTION>
                                                                                  1997                1996
                                                                                  ----                ----
<S>                                                                          <C>                 <C>        
           Balance at beginning of period                                    $   510,521         $   328,195
           New loans                                                             268,100             208,476
           Repayments                                                           (196,119)            (26,150)
                                                                             -----------         -----------

           Balance at end of period                                          $   582,502         $   510,521
                                                                             ===========         ===========
</TABLE>


                                      32.
<PAGE>
NOTE 5 - OFFICE PROPERTIES AND EQUIPMENT

Office properties and equipment consists of the following:
<TABLE>
<CAPTION>
                                                                                    1997                  1996
                                                                                    ----                  ----

<S>                                                                             <C>                  <C>           
           Land                                                                 $     605,879        $      452,933
           Buildings and improvements                                               1,892,967             1,560,895
           Furniture and equipment                                                    979,019               815,312
           Construction in process                                                     78,150                94,457
                                                                                -------------        --------------
           Total cost                                                               3,556,015             2,923,597
           Accumulated depreciation                                                 1,695,684             1,564,563
                                                                                -------------        --------------

           Office properties and equipment, net                                 $   1,860,331        $    1,359,034
                                                                                =============        ==============
</TABLE>

NOTE 6 - DEPOSITS

The  aggregate  amount of deposits with a minimum  denomination  of $100,000 was
$16,984,405 and $18,034,465 at June 30, 1997 and 1996, respectively.

At June 30,  1997,  scheduled  maturities  of  certificates  of  deposit  are as
follows:

       1998                                           $     42,452,858
       1999                                                 17,203,285
       2000                                                  2,557,532
       2001                                                  1,878,418
       2002                                                     58,472
       Thereafter                                               25,640
                                                      ----------------

                                                      $     64,176,205
                                                      ================

NOTE 7 - INCOME TAXES

The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
                                                                 1997              1996             1995
                                                                 ----              ----             ----
<S>                                                          <C>              <C>               <C>         
        Current                                              $   853,794      $    912,596      $    737,450
        Deferred                                                  92,731            81,554
                                                             -----------      ------------

        Total income tax provision                           $   946,525      $    994,150      $    737,450
                                                             ===========      ============      ============
</TABLE>


                                      33.
<PAGE>
NOTE 7 - INCOME TAXES (Continued)

The differences  between the financial  statement provision and amounts computed
by applying the statutory  federal income tax rate of 34% to income before taxes
are as follows:
<TABLE>
<CAPTION>
                                                                 1997              1996             1995
                                                                 ----              ----             ----
<S>                                                          <C>              <C>               <C>         
        Income tax computed at the
          statutory federal rate                             $   891,453      $    905,226      $    760,945

        Add (subtract) tax effect of
           ESOP deduction                                         51,004            28,795            18,026
           Other                                                   4,068            60,129           (41,521)
                                                             -----------      ------------      ------------

        Total income tax provision                           $   946,525      $    994,150      $    737,450
                                                             ===========      ============      ============
</TABLE>

The tax effects of principal  temporary  differences and the resulting  deferred
tax assets and  liabilities  that  comprise  the net deferred tax balance are as
follows at June 30:
<TABLE>
<CAPTION>
                                                                                   1997              1996
                                                                                   ----              ----
<S>                                                                          <C>               <C>          
     Items giving rise to deferred tax assets:
         Deferred loan fees                                                  $      68,225     $      70,970
         Recognition and retention plan                                             10,355            37,203
         Accrued vacation                                                            7,087             6,703
         Accrued retirement                                                                           17,000
         Accelerated ESOP expense                                                    6,159             5,861
         Unrealized loss on securities available for sale                           40,359            72,291

     Items giving rise to deferred tax liabilities:
         FHLB stock dividend                                                      (145,821)         (113,657)
         Franchise taxes                                                           (32,180)          (41,432)
         Depreciation                                                              (11,771)          (11,977)
         Allowance for loan losses in excess of tax reserve                        (18,767)          (37,957)
         Gain on other real estate owned                                                              (3,839)
         Mortgage servicing rights                                                 (47,143)
                                                                             -------------     -------------
              Net deferred tax asset/(liability)                             $    (123,497)    $       1,166
                                                                             =============     =============
</TABLE>

The Company has sufficient  taxes paid in prior years and available for recovery
to warrant recording the full deferred tax asset without a valuation allowance.

                                      34.
<PAGE>
NOTE 7 - INCOME TAXES (Continued)

Retained earnings at June 30, 1997 includes  approximately  $2,300,000 for which
no provision for federal income taxes has been made. This amount  represents the
tax bad debt reserve at June 30, 1988,  which is the end of the Bank's base year
for purposes of  calculating  the bad debt  deduction for tax purposes.  If this
portion of retained earnings is used in the future for any purpose other than to
absorb bad debts,  the amount used will be added to future taxable  income.  The
unrecorded  deferred  tax  liability  on the above  amount at June 30,  1997 was
approximately $782,000.

Taxes  attributable to securities gains  approximated  $(157) and $1,602 for the
years ended June 30, 1997 and 1995, respectively.


NOTE 8 - ADVANCES FROM FEDERAL HOME LOAN BANK

The  Company  had the  following  outstanding  Federal  Home Loan Bank  ("FHLB")
advances at June 30, 1997 and 1996:
<TABLE>
<CAPTION>
                                                      --------------------------1997--------------------------
                                                                           Rate at
                                                          Amount           June 30               Maturity
                                                          ------           -------               --------
<S>                                                   <C>                  <C>               <C> 
Mortgage Matched Advance, (monthly
  principal and interest payment of
  $16,255) fixed rate                                 $     1,560,786       6.20%                  June 2008
Mortgage Matched Advance (monthly
  principal and interest payment of
  $16,048) fixed rate                                       1,564,520       6.00%                  July 2008
Libor Index Advance, variable rate                          2,000,000       5.6875%                June 1998
Libor Index Advance, variable rate                          2,000,000       5.7375%                June 2001
Cash Management Advance, variable rate                      7,500,000       5.75%               July through
                                                                                              September 1997
Regular Fixed Rate                                            200,000       6.35%                August 1997
Regular Fixed Rate                                            450,000       6.45%               January 1998
Regular Fixed Rate                                          5,000,000       6.10%              November 1999
Short Term Fixed Rate                                       1,500,000       5.60%                August 1997
                                                     ----------------

                                                     $     21,775,306
</TABLE>


                                      35.
<PAGE>
NOTE 8 - ADVANCES FROM FEDERAL HOME LOAN BANK (Continued)
<TABLE>
<CAPTION>

                                                      ---------------------------1996-------------------------
                                                                           Rate at
                                                          Amount           June 30                 Maturity
                                                          ------           -------                 --------
<S>                                                   <C>                  <C>               <C>
Mortgage Matched Advance (monthly
  principal and interest payment of
  $16,255) fixed rate                                 $     1,655,850       6.20%                  June 2008
Mortgage Matched Advance (monthly
  principal and interest payment of
  $16,048) fixed rate                                       1,660,095       6.00%                  July 2008
Libor Index Advance, variable rate                          2,000,000       5.4843%                June 1998
Libor Index Advance, variable rate                          2,000,000       5.5343%                June 2001
Cash Management Advances, variable rate                     2,000,000       5.80%             September 1996
                                                      ---------------

                                                      $     9,315,945
                                                      ===============
</TABLE>

At June 30, 1997, scheduled principal payments on FHLB advances are as follows:

         1998                                           $     11,853,628
         1999                                                    216,403
         2000                                                  5,229,978
         2001                                                  2,244,406
         2002                                                    259,739
         Thereafter                                            1,971,152
                                                        ----------------

                                                        $     21,775,306
                                                        ================

All advances are  collateralized  by the  Company's  FHLB stock and  residential
mortgage loans totaling  $32,663,000  and $13,974,000 at June 30, 1997 and 1996,
respectively.


NOTE 9 - COMMITMENTS AND FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The Company is a party to financial instruments with  off-balance-sheet  risk in
the normal  course of business  to meet the  financing  needs of its  customers.
These financial  instruments  include  commitments to make loans.  The Company's
exposure to credit loss in the event of nonperformance by the other party to the
financial  instrument  for  commitments  to make  loans  is  represented  by the
contractual  amount of those  instruments.  The Company  follows the same credit
policy to make such  commitments  as is followed for those loans recorded in the
financial statements.


                                      36.
<PAGE>
NOTE 9 - COMMITMENTS AND FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
        (Continued)

As of June 30, 1997 and 1996,  variable rate  commitments  to make loans or fund
outstanding   lines  of  credit   amounted  to   approximately   $9,467,000  and
$10,116,000, respectively, and fixed rate commitments amounted to $2,231,000 and
$1,336,000, respectively. The interest rates on variable rate commitments ranged
from 6.75% to 11.50% and interest  rates on fixed rate  commitments  ranged from
7.00% to 12.50% at June 30,  1997.  Since loan  commitments  may expire  without
being used, the amounts do not necessarily represent future cash commitments.


NOTE 10 - FDIC INSURANCE

The deposits of savings  associations  such as the Bank are presently insured by
the Savings Association Insurance Fund (the "SAIF"),  which, along with the Bank
Insurance Fund (the "BIF"),  is one of the two insurance  funds  administered by
the FDIC. Financial  institutions which are members of the BIF were experiencing
substantially  lower deposit insurance premiums because the BIF had achieved its
required  level of  reserves,  while the SAIF had not yet  achieved its required
reserves.  On September 30, 1996,  President Clinton signed into law the Omnibus
Bill which included provisions designed to recapitalize the SAIF and to mitigate
the BIF/SAIF premium  disparity.  The Omnibus Bill required the FDIC to impose a
special assessment on SAIF-insured deposits which was set at 65.7 cents per $100
of SAIF insured  deposits at March 31, 1995. The assessment was paid on November
27, 1996 from working  capital of the Bank.  Since the SAIF reached its required
reserve ratio following the assessment,  the FDIC reduced the annual  assessment
rates for SAIF insured  institutions  to bring them in line with BIF  assessment
rates. The Company's special assessment totaled $442,611, after taxes.

The Bank,  however,  will  continue to be subject to an  assessment  to fund the
repayment of the FICO  obligations.  It is anticipated that the premium for SAIF
insured  institutions will be approximately 6.5 cents per $100 of deposits while
BIF insured  institutions  will pay approximately 1.5 cents per $100 of deposits
until the year 2000 when the assessment  will be imposed at the same rate on all
FDIC insured institutions.


NOTE 11 - EMPLOYEE STOCK OWNERSHIP PLAN

The Company has  established an Employee  Stock  Ownership Plan ("ESOP") for the
benefit of employees  who have  completed at least one year of service and 1,000
hours of work.  Contributions under the ESOP are conditioned upon the ESOP being
qualified  under  Sections 401 and 501 of the Internal  Revenue Code of 1986, as
amended (the "Code"). Wood Bancorp, Inc. has received a favorable  determination
letter  dated June 19,  1995,  from the  Commissioner  of the  Internal  Revenue
Service.


                                      37.
<PAGE>
NOTE 11 - EMPLOYEE STOCK OWNERSHIP PLAN (Continued)

To fund the plan,  the ESOP borrowed  $746,200 from the Company for the purposes
of  purchasing  111,930  shares of stock at $6.67  per share in the  Conversion.
Principal  and  interest  payments  on the loan were due in annual  installments
beginning June 1994,  with the final payments of principal and accrued  interest
being due and  payable  at  maturity,  which is June 2000.  Interest  is payable
during the term of the loan at a fixed rate of 6%. The loan is collateralized by
the shares of the Company's  common stock purchased with the proceeds.  As First
Federal  periodically makes  contributions to the ESOP to repay the loan, shares
will be allocated among  participants  on the basis of all taxable  compensation
and any amount of compensation contributed to First Federal's cafeteria plan.

Effective July 1, 1994, the Company adopted  Statement of Position ("SOP") 93-6,
"Employers'  Accounting  for  Employee  Stock  Ownership  Plans".  The effect of
initially adopting SOP 93-6 was not material. Under SOP 93-6, the shares pledged
as collateral are reported as unearned ESOP shares in the  consolidated  balance
sheet. As shares are released from collateral,  the Company reports compensation
expense equal to the current  market price of the shares,  and the shares become
outstanding  for  earnings-per-share  computations.  Dividends on allocated ESOP
shares are  recorded as a reduction  of retained  earnings,  while  dividends on
unallocated  ESOP shares are recorded as a reduction of debt. ESOP  compensation
expense was $257,432 and $197,310 for 1997 and 1996, respectively.

The ESOP shares were as follows at June 30:
<TABLE>
<CAPTION>

                                                                                  1997                    1996
                                                                                  ----                    ----
<S>                                                                           <C>                    <C>          
               Allocated shares                                                     52,155                  35,262
               Shares committed to be released                                      16,113                  16,893
               Unreleased shares                                                    43,662                  59,775
                                                                              ------------           -------------
                    Total ESOP shares                                              111,930                 111,930
                                                                              ============           =============

               Fair value of unreleased shares                                $    736,796           $     757,150
                                                                              ============           =============
</TABLE>

                                      38.
<PAGE>
NOTE 12 - STOCK OPTION AND INCENTIVE PLAN

The Company sponsors a  shareholder-approved  stock option plan which authorizes
the Stock Option Committee of the Board to grant options to directors,  officers
and  employees  of the Company or its  subsidiaries.  A total of 159,900  common
shares,  as adjusted for the July 1996 stock split,  were  reserved for issuance
under the Plan.  Options  may be  granted  at a price not less than fair  market
value at the date of grant.  Options to  purchase  5,000 and 2,000  shares  were
granted during 1997 and 1996,  respectively,  at an exercise price of $15.50 and
$15.125 per share,  respectively.  No options were granted during 1994 and 1995.
Options to purchase 134,316 shares were granted during 1993 at an exercise price
of $6.67 per share, as adjusted for the July 1996 stock split. These options are
subject to a five-year  vesting  schedule for those  granted to employees  and a
four-year vesting schedule for those granted to non-employee directors.

Information about options granted is as follows:
<TABLE>
<CAPTION>
                                        -----------------1997--------------     ---------------1996----------------
                                                                 Weighted                              Weighted
                                             Number of            Average           Number of           Average
                                              Options         Exercise Price         Options        Exercise Price
                                              -------         --------------         -------        --------------
<S>                                     <C>                 <C>                 <C>                <C>
Options outstanding July 1                      130,167     $          6.67             134,316    $          6.67
Options granted                                   5,000               15.50               2,000             15.125
Options forfeited                                 1,599                6.67               2,960             15.125
Options exercised                                 3,775                6.67               3,189               6.67
                                        ---------------                         ---------------
Options outstanding June 30                     129,793                7.00             130,167               6.67
                                        ===============                         ===============

Options exercisable                              79,541     $          6.67              55,325    $          6.67
                                        ===============     ===============     ===============    ===============
</TABLE>

                                      39.
<PAGE>
NOTE 13 - RECOGNITION AND RETENTION PLAN

The Bank has adopted a  Recognition  and  Retention  Plan  ("RRP") as a means of
providing  directors  and certain key  employees  of the Bank with an  ownership
interest in the Company in a manner designed to reward and retain such directors
and key  employees.  The Company  issued 56,916 shares out of its authorized but
unissued  shares at the conclusion of the Conversion to fund the RRP. The shares
vest at a rate of 20% per year with the first  installment  vesting  six  months
after the completion of the Conversion and each additional  installment  vesting
on  each  subsequent  anniversary  of such  date.  The  cost of the RRP  will be
reflected as  compensation  expense in the  consolidated  statement of income as
vesting occurs.


NOTE 14 - RESTRICTIONS ON RETAINED EARNINGS AND CAPITAL
               REQUIREMENTS

Related  to its  1993  conversion  from a  mutual  to  stock  savings  and  loan
association,  the Bank established a liquidation  account which was equal to its
total net worth as of the date of the  latest  balance  sheet  appearing  in the
final Conversion prospectus.  The liquidation account will be maintained for the
benefit of eligible  depositors  who continue to maintain  their accounts at the
Bank after the Conversion.  The liquidation  account will be reduced annually to
the extent that  eligible  depositors  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
depositor  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.  The Bank may not pay  dividends  that  would  reduce
shareholders' equity below the required liquidation account balance.

The Bank is subject to various regulatory capital  requirements  administered by
the federal banking agencies.  Failure to meet minimum capital  requirements can
initiate  certain  mandatory  actions that, if  undertaken,  could have a direct
material effect on the Company's  financial  statements.  Under capital adequacy
guidelines and the regulatory  framework for prompt corrective  action, the Bank
must meet specific capital guidelines that involve 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
classifications  are also subject to  qualitative  judgments  by the  regulators
about the Bank's  components,  risk  weightings and other  factors.  At June 30,
1997,  management  believes the Company and the Bank are in compliance  with all
regulatory capital requirements. Based on the Bank's computed regulatory capital
ratios,  the Bank is considered well capitalized under Section 38 of the Federal
Deposit Insurance Act at June 30, 1997.

                                      40.
<PAGE>
NOTE 14 - RESTRICTIONS ON RETAINED EARNINGS AND CAPITAL REQUIREMENTS (Continued)

Federal regulations limit all capital  distributions,  including cash dividends,
by  savings  associations.   The  regulation  establishes  a  tiered  system  of
restrictions,  with the greatest  flexibility afforded to thrifts which are both
well-capitalized  and given favorable  qualitative  examination  ratings.  These
restrictions would not currently limit the Company from paying normal dividends.

At June 30, 1997 and 1996,  the Bank's actual  capital levels (in thousands) and
minimum required levels were:
<TABLE>
<CAPTION>
                                                                                                Minimum Required
                                                                           Minimum Required     To Be Well Capitalized
                                                                              For Capital       Under Prompt Corrective
                                                         Actual            Adequacy Purposes    Action Regulations
                                                         ------            -----------------    ------------------
                                                   Amount     Ratio         Amount     Ratio     Amount     Ratio
                                                   ------     -----         ------     -----     ------     -----
<S>                                               <C>         <C>         <C>          <C>     <C>         <C>   
1997
----
Total capital (to risk weighted assets)           $ 14,554    15.20%      $   7,658    8.00%   $   9,573   10.00%
Tier 1 (core) capital (to risk weighted assets)   $ 14,041    14.67%      $   3,829    4.00%   $   5,744    6.00%
Tier 1 (core) capital (to adjusted total assets)  $ 14,041     8.71%      $   4,834    3.00%   $   8,056    5.00%
Tangible capital (to adjusted total assets)       $ 14,041     8.71%      $   2,417    1.50%   N/A

1996
----
Total capital (to risk weighted assets)           $ 12,579    16.18%      $   6,221    8.00%   $   7,776   10.00%
Tier 1 (core) capital (to risk weighted assets)   $ 12,138    15.61%      $   5,772    4.00%   $   4,665    6.00%
Tier 1 (core) capital (to adjusted total assets)  $ 12,138     8.41%      $   4,329    3.00%   $   3,888    5.00%
Tangible capital (to adjusted total assets)       $ 12,138     8.41%      $   2,165    1.50%   N/A
</TABLE>

The  Bank  was  considered  well  capitalized  at June 30,  1997  and  1996.  No
conditions or events have occurred  subsequent to June 30, 1997 that  management
believes would change First Federal's capital category.

                                      41.
<PAGE>
NOTE 15 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

Condensed financial information of Wood Bancorp, Inc. is as follows at June 30:
<TABLE>
<CAPTION>
                                             CONDENSED BALANCE SHEETS

                                                                                  1997                1996
                                                                                  ----                ----
<S>                                                                        <C>                 <C>            
     Assets
     Cash                                                                  $     3,066,707     $     5,162,248
     Interest-bearing deposits in other
       financial institutions                                                       99,000              98,937
     Investment securities                                                       2,033,443           1,945,877
     Mortgage-backed and related securities                                        599,973             628,274
     Loan receivable from subsidiary                                               319,800             426,400
     Investment in subsidiary                                                   14,021,379          12,043,846
     Other assets                                                                   26,424             195,251
                                                                           ---------------     ---------------
         Total assets                                                      $    20,166,726     $    20,500,833
                                                                           ===============     ===============

     Liabilities
     Other liabilities                                                     $         1,146     $       378,835

     Shareholders' Equity
     Common stock                                                                   16,573              11,039
     Additional paid-in capital                                                 10,884,182          10,686,033
     Retained earnings                                                          12,805,953          11,688,467
     Treasury stock                                                             (3,130,066)         (1,671,491)
     Obligation under employee stock ownership plan                               (301,741)           (409,161)
     Unearned compensation                                                         (30,977)            (42,561)
     Unrealized loss on available for sale securities, net                         (78,344)           (140,328)
                                                                           ---------------     ---------------
         Total liabilities and shareholders' equity                        $    20,166,726     $    20,500,833
                                                                           ===============     ===============
</TABLE>


                                      42.
<PAGE>
NOTE 15 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
(Continued)
<TABLE>
<CAPTION>
                                          CONDENSED STATEMENTS OF INCOME 
                                For the years ended June 30, 1997, 1996 and 1995
 
                                                                    1997             1996              1995
                                                                    ----             ----              ----
<S>                                                           <C>               <C>              <C>          
     Interest income
         Investment securities                                $     116,740     $     113,119    $     123,745
         Mortgage-backed and related securities                      37,836            38,575           47,662
         Loan to subsidiary                                          25,939            32,423           38,909
         Other interest income                                        6,703            23,227           10,480
                                                              -------------     -------------    -------------
              Total interest income                                 187,218           207,344          220,796
                                                              -------------     -------------    -------------

     Operating expenses                                              89,967            96,272          105,702
                                                              -------------     -------------    -------------

     Income before taxes and equity in
       earnings of subsidiary                                        97,251           111,072          115,094

     Provision for income taxes                                      33,100            37,750           40,450
                                                              -------------     -------------    -------------

     Income before equity in earnings
        of subsidiary                                                64,151            73,322           74,644

     Equity in earnings of subsidiary                             1,611,244         1,594,957        1,425,980
                                                              -------------     -------------    -------------

     Net income                                               $   1,675,395     $   1,668,279    $   1,500,624
                                                              ==============    =============    =============
</TABLE>

                                      43.
<PAGE>
NOTE 15 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (Continued)
<TABLE>
<CAPTION>
                                           CONDENSED STATEMENTS OF CASH FLOWS
                                   For the years ended June 30, 1997, 1996 and 1995

                                                                     1997             1996               1995
                                                                     ----             ----               ----
<S>                                                            <C>               <C>                <C>            
     Cash flows from operating activities
     Net income                                                $    1,675,395    $     1,668,279    $     1,500,624
     Adjustments to reconcile net income
       to net cash from operating activities:
         Equity in earnings of subsidiary                          (1,611,244)        (1,594,957)        (1,425,980)
         Principal reduction of ESOP obligation                       106,600            106,600            106,600
         Net accretion                                                   (186)              (726)           (27,266)
         Change in
              Other assets                                            147,628            (80,267)          (102,158)
              Other liabilities                                      (433,698)           374,839             (3,354)
                                                               --------------     --------------    ---------------
         Net cash from operating activities                          (115,505)           473,768             48,466
                                                               --------------     --------------    ---------------

     Cash flows from investing activities
     Purchase of interest-bearing deposits
       in other financial institutions                                    (63)           (98,937)
     Purchases of investment and
       mortgage-backed securities                                                       (405,777)        (1,328,637)
     Maturities of investment securities                                                 800,000          1,100,000
     Proceeds from principal payments on
       mortgage-backed securities                                      30,992             51,579            115,871
     Dividend from subsidiary                                                          5,000,000
                                                               --------------     --------------
         Net cash from investing activities                            30,929          5,346,865           (112,766)
                                                               --------------     --------------    ---------------

     Cash flows from financing activities
     Cash dividends paid                                             (544,844)          (336,958)          (296,072)
     Purchase of treasury stock                                    (1,491,300)          (960,925)          (249,375)
     Stock options exercised                                           25,179             21,259
                                                               --------------     --------------
         Net cash from financing activities                        (2,010,965)        (1,276,624)          (545,447)
                                                               --------------     --------------    ---------------

     Net change in cash                                            (2,095,541)         4,544,009           (609,747)

     Cash at beginning of period                                    5,162,248            618,239         1,227,986
                                                               --------------     --------------    --------------

     Cash at end of period                                     $    3,066,707     $    5,162,248    $       618,239
                                                               ==============     ==============    ===============

</TABLE>

                                      44.
<PAGE>
NOTE 16 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The  following  table shows the  estimated  fair value and the related  carrying
value of the Company's financial instruments at June 30, 1997 and 1996:
<TABLE>
<CAPTION>
                                        -----------------1997--------------     ---------------1996----------------
                                             Carrying            Estimated          Carrying           Estimated
                                               Value            Fair Value            Value           Fair Value
                                               -----            ----------            -----           ----------
<S>                                     <C>                 <C>                 <C>                <C>             
Assets
Cash and cash equivalents               $     2,914,578     $     2,915,000     $     2,637,396    $      2,637,000
Interest-bearing deposits in
  other financial institutions                2,229,104           2,229,000              77,715              78,000
Repurchase agreement                                                                  2,500,000           2,500,000
Investment securities
  available for sale                         14,148,537          14,149,000          15,885,647          15,886,000
Mortgage-backed securities
  available for sale                          8,844,333           8,844,000           9,648,337           9,648,000
Loans, net                                  131,317,923         134,050,000         111,456,292         111,960,000
FHLB Stock                                    1,403,200           1,403,000           1,308,600           1,309,000
Accrued interest receivable                     853,736             854,000             816,501             817,000

Liabilities
Demand and savings deposits                 (56,369,874)        (56,370,000)        (55,730,074)        (55,730,000)
Time deposits                               (64,176,205)        (64,114,000)        (60,099,817)        (60,057,000)
FHLB borrowings                             (21,775,306)        (21,463,000)         (9,315,945)         (9,091,000)
Accrued interest payable                       (193,166)           (193,000)            (89,212)            (89,000)
</TABLE>

For purposes of the above  disclosures  of estimated  fair value,  the following
assumptions were used. The estimated fair value for cash and cash equivalents is
considered  to  approximate  cost.  The estimated  fair value of investment  and
mortgage-backed  securities  and Federal Home Loan Bank stock is based on quoted
market  values  for the  individual  securities  or for  equivalent  securities.
Carrying  value  is  considered  to  approximate   fair  value  for  loans  that
contractually  reprice  at  intervals  of six  months  or less,  for  short-term
borrowings,  for deposit liabilities subject to immediate withdrawal and accrued
interest.  The  fair  values  of fixed  rate  loans,  loans  that  reprice  less
frequently  than each six  months,  time  deposits  and  Federal  Home Loan Bank
borrowings have been  approximated by a discount rate value technique  utilizing
estimated market interest rates as of June 30, 1997 and 1996. The fair values of
unrecorded commitments at June 30, 1997 and 1996 are not material.

While these  estimates of fair value are based on  management's  judgment of the
most  appropriate  factors,  there is no assurance that were the Company to have
disposed  of such items at June 30,  1997 and 1996,  the  estimated  fair values
would  necessarily  have been  achieved at these dates,  since market values may
differ depending on various circumstances. The estimated fair values at June 30,
1997 and 1996 should not necessarily be considered to apply at subsequent dates.

                                      45.
<PAGE>
NOTE 16 - FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)

Other assets and  liabilities of the Company may have value but are not included
in the above  disclosures,  such as property and equipment.  Also,  nonfinancial
instruments typically not recognized in these financial statements  nevertheless
may have value,  but are not included in the above  disclosures.  These include,
among other items, the estimated  earnings power of core deposit  accounts,  the
earnings  potential of loan servicing rights, the value of a trained work force,
customer goodwill, and similar items.





                                      46.
<PAGE>
                             SHAREHOLDER INFORMATION

Dividends

         The  Company  has paid  quarterly  cash  dividends  of $.03  per  share
beginning in the first  quarter of 1994 and  increased  the dividend to $.04 per
share  beginning in the second  quarter of 1996 and $.07 per share  beginning in
the third  quarter  of 1997.  The Board of  Directors  intends to  continue  the
payment of quarterly cash dividends,  dependent on the results of operations and
financial  condition of the Company,  tax  considerations,  industry  standards,
economic conditions, general business practices and other factors. The Company's
ability to pay dividends is dependent on the dividend  payments it receives from
its subsidiary,  First Federal Bank,  which are subject to regulations and First
Federal's  continued  compliance with all regulatory capital  requirements.  See
Note 13 of the  Notes  to  Consolidated  Financial  Statements  for  information
regarding regulatory requirements applicable to the payment of cash dividends by
First Federal.

Market Information

         Wood Bancorp,  Inc.  common stock is traded over the counter and quoted
on the Nasdaq Small-Cap  Market under the symbol "FFWD".  At September 15, 1997,
there were  2,118,538  shares of Wood  Bancorp,  Inc.  common  stock  issued and
outstanding  by 739  holders of record.  The table below sets forth the high and
low bid  quotations  for the common stock as reported on the Nasdaq,  as well as
dividends  declared per share, for each of the quarterly periods since the stock
began trading.

<TABLE>
<CAPTION>
QUARTER ENDED                                            HIGH              LOW           DIVIDENDS
-------------                                            ----              ---           ---------
<S>                                                    <C>               <C>                <C>
September 30, 1995..........................             7.55              6.33             .03
December 31, 1995...........................             8.67              7.00             .04
March 31, 1996..............................             8.45              8.00             .04
June 30, 1996...............................             8.45              8.11             .04
September 30, 1996..........................            10.42              8.25             .06
December 31, 1996...........................            11.50             10.09             .06
March 31, 1997..............................            11.50             10.50             .07
June 30, 1997...............................            11.33             10.92             .07
</TABLE>

         The  information  set forth in the  table  above  was  provided  by the
Nasdaq. Such information  reflects  interdealer prices,  without retail mark-up,
mark-down or commission and may not represent actual transactions.

Annual Report on Form 10-KSB

         A copy of Wood  Bancorp,  Inc.'s  Annual Report on Form 10-KSB as filed
with the Securities and Exchange  Commission may be obtained without charge upon
written  request to David L. Nagel,  Executive Vice  President,  Chief Financial
Officer and Secretary,  124 East Court Street, Bowling Green, Ohio 43402-2259 or
by calling (419) 352-3502.


                                      47.
<PAGE>
Corporate Headquarters                    Market Makers
124 East Court                            The Ohio Company
Bowling Green, Ohio  43402-2259           Herzog, Heine, Geduld, Inc.
                                          McDonald & Company Securities, Inc.

Registrar / Transfer Agent                General Counsel
Registrar and Transfer Company            Spitler, Vogtsberger & Huffman
10 Commerce Drive                         Bowling Green, OH
Cranford, NJ  07016

Special Counsel
Silver, Freedman & Taff, L.L.P.
Washington, DC


                        DIRECTORS AND EXECUTIVE OFFICERS

                               WOOD BANCORP, INC.
                                       And
                               FIRST FEDERAL BANK

                                    Directors

Robert E. Spitler                              Richard L. Gordley
Chairman of the Board of Wood                  President and Chief Executive 
  Bancorp, Inc. and First Federal Bank           Officer of Wood Bancorp, Inc.
Partner - Law Firm of Spitler,                   and First Federal bank
  Vogtsberger & Huffman

David L. Nagel                                 Randal R. Huber
Executive Vice President, Chief                Officer and Part-Owner
  Financial Officer and Secretary              Huber, Harger, Welt and Smith
  of Wood Bancorp, Inc. and First              Insurance Agency
  Federal Bank

Michael A. Miesle                              Dale L. Myers
Chief Executive Officer                        Pharmacist
  Wood County Hospital                           Heartland Health Care Services

                               Executive Officers

Richard L. Gordley                             David L. Nagel
President and Chief Executive Officer          Executive Vice President, Chief
                                               Financial Officer and Secretary

David A. Weaks                                 John H. Bick
Vice President                                 Vice President

                                      48.