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                                                                   EXHIBIT 99.1



     SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

      The Private Securities Litigation Reform Act of 1995 (the "Act") provides
a "safe harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies, so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those discussed in the statement. Peoples Ohio Financial
Corporation, together with Peoples Savings Bank of Troy (collectively referred
to as the "Company") desires to take advantage of the "safe harbor" provisions
of the Act. Certain information, particularly information regarding future
economic performance and finances and plans and objectives of management,
contained or incorporated by reference in the Company's Annual Report on Form
10-K for fiscal year 2002 is forward-looking. In some cases, information
regarding certain important factors that could cause actual results of
operations or outcomes of other events to differ materially from any such
forward-looking statement appear together with such statement. In addition,
forward-looking statements are subject to other risks and uncertainties
affecting the financial institutions industry, including, but not limited to,
the following:

INTEREST RATE RISK

      The Company's operating results are dependent to a significant degree on
its net interest income, which is the difference between interest income from
loans, investments and other interest-earning assets and interest expense on
deposits, borrowings and other interest-bearing liabilities. The interest income
and interest expense of the Company change as the interest rates on
interest-earning assets and interest-bearing liabilities change. Interest rates
may change because of general economic conditions, the policies of various
regulatory authorities and other factors beyond the Company's control. In a
rising interest rate environment, loans tend to prepay slowly and new loans at
higher rates increase slowly, while interest aid on deposits increases rapidly
because the terms to maturity of deposits tend to be shorter than the terms to
maturity or prepayment of loans. Such differences in the adjustment of interest
rates on assets and liabilities may negatively affect the Company's income.

POSSIBLE INADEQUACY OF THE ALLOWANCE FOR LOAN LOSSES

      The Company maintains an allowance for loan losses based upon a number of
relevant factors, including, but not limited to, trends in the level of
nonperforming assets and classified loans, current and anticipated economic
conditions in the primary lending area, past loss experience, possible losses
arising from specific problem loans and changes in the composition of the loan
portfolio. While the Board of Directors of the Company believes that it uses the
best information available to determine the allowance for loan losses,
unforeseen market conditions could result in material adjustments, and net
earnings could be significantly adversely affected if circumstances differ
substantially from the assumptions used in making the final determination. Loans
not secured by one- to four-family residential real estate are generally
considered to involve greater risk of loss than loans secured by one-to
four-family residential real estate due, in part, to the effects of general
economic conditions. The repayment of multifamily residential and nonresidential
real estate loans generally depends upon the cash flow from the operation of the
property, which may be negatively affected by national and local economic
conditions. Construction loans may also be negatively affected by such economic
conditions, particularly loans made to developers who do not have a buyer for a
property before the loan is made. The repayment of commercial loans to
businesses (retail, wholesale, service and manufacturing entities) is dependent
on the cash flow from the operation of the business, which may be adversely
affected by national and local economic conditions. The risk of default on
consumer loans increases during periods of recession, high unemployment and


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other adverse economic conditions. When consumers have trouble paying their
bills, they are more likely to pay mortgage loans than consumer loans. In
addition, the collateral securing such loans, if any, may decrease in value more
rapidly than the outstanding balance of the loan.

COMPETITION

      The Company competes for deposits with other savings associations,
commercial banks and credit unions. The primary factors in competing for
deposits are interest rates and convenience of office location. In making loans,
the Company competes with other savings associations, commercial banks, consumer
finance companies, credit unions, leasing companies, mortgage companies and
other lenders. Competition is affected by, among other things, the general
availability of lendable funds, general and local economic conditions, current
interest rate levels and other factors that are not readily predictable. The
size of financial institutions competing with the Company is likely to increase
as a result of changes in statutes and regulations eliminating various
restrictions on interstate and inter-industry branching and acquisitions. Such
increased competition may have an adverse effect upon the Company.

LEGISLATION AND REGULATION THAT MAY ADVERSELY AFFECT THE COMPANY'S EARNINGS

      The Company is subject to extensive regulation by the Office of Thrift
Supervision (the "OTS") and the Federal Deposit Insurance Corporation (the
"FDIC") and is periodically examined by such regulatory agencies to test
compliance with various regulatory requirements. Such supervision and regulation
of the Company is intended primarily for the protection of depositors and not
for the maximization of shareholder value and may affect the ability of the
Company to engage in various business activities. The assessments, filing fees
and other costs associated with reports, examinations and other regulatory
matters are significant and may have an adverse effect on the Company's net
earnings.

      The FDIC is authorized to establish separate annual assessment rates for
deposit insurance of members of the Bank Insurance Fund (the "BIF") and the
Savings Association Insurance Fund (the "SAIF"). The FDIC has established a
risk-based assessment system for both SAIF and BIF members. Under such system,
assessments may vary depending on the risk the institution poses to its deposit
insurance fund. Such risk level is determined by reference to the institution's
capital level and the FDIC's level of supervisory concern about the institution.