<PAGE>

                                                                      EXHIBIT 13

                           OHIO STATE BANCSHARES, INC.
                                  Marion, Ohio

                                  ANNUAL REPORT
                                December 31, 2003

<PAGE>

                           OHIO STATE BANCSHARES, INC.

                                  ANNUAL REPORT
                                December 31, 2003

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                        <C>
President's Letter.......................................................   1

Comparative Summary of Selected Financial Data...........................   2

Financial Statements.....................................................   3

               Report of Independent Auditors............................   3

               Consolidated Financial Statements.........................   4

               Notes to Consolidated Financial Statements................   8

Management's Discussion and Analysis of Financial Condition and
     Results of Operations...............................................  22

Board of Directors.......................................................  35

Officers.................................................................  36
</TABLE>

<PAGE>

FROM THE PRESIDENT:

We have come to the end of another busy year. Total Corporation assets have went
from $73 million at the end of 2000 to $111 million at the end of 2003, which
represents an average annual growth rate just shy of 15%. As shareholders, we
have also benefited. According to quotes provided by Community Banc Investments,
our bid price was $55 per share at the end of 2000 and has grown to $77 at
year-end 2003. This represents a 3-year annual appreciation of 11.9%.

It was only 2 years ago when we expanded and renovated our main office. As many
of you have noticed, we finished 2003 again with the sounds of power tools. In
the second quarter of 2004, we will complete a renovation of the second floor of
our main office. This will add approximately 6,000 square feet of new space. Not
only will this expansion give us more elbow room, it will add to the aesthetic
value of the building inside and out. We are very proud of this old building and
believe that it is a center piece for the type of business that should and does
inhabit our downtown.

I am very optimistic and aggressive about this Corporation's future. In 2004, we
will continue our commitment to growth and exposure. In the next few months,
look for a useful link for shareholders at our website, www.themarionbank.com.
Here you will find useful information including quarterly earnings reports,
current and past annual reports and dividend announcements.

As always, if you have concerns, questions or just want to chat, my door is
always open, and I look forward to seeing you soon.

Sincerely,

/s/ Gary E. Pendleton

Gary E. Pendleton
President/CEO

                                       1
<PAGE>

                 COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA
 As of or for the years ending December 31, (Dollars in 000's except per share
                                     data)

<TABLE>
<CAPTION>
                                                     2003            2002            2001            2000            1999
                                                     ----            ----            ----            ----            ----
<S>                                               <C>             <C>             <C>             <C>             <C>
STATEMENT OF OPERATIONS DATA
Total interest income                             $    6,202      $    6,369      $    6,148      $    5,631      $    5,083
Total interest expense                                 2,133           2,322           2,924           2,661           2,252
                                                  ----------      ----------      ----------      ----------      ----------
Net interest income                                    4,069           4,047           3,224           2,970           2,831
Provision for loan losses                                412             435             336             365             446
                                                  ----------      ----------      ----------      ----------      ----------
Net interest income after provision for
  loan losses                                          3,657           3,612           2,888           2,605           2,385
Noninterest income                                       783             724             598             294             298
Noninterest expense                                    3,317           2,882           2,582           2,484           2,085
Income tax expense                                       266             414             251              86             138
Cumulative effect of accounting changes                   --              --              --              --              24
                                                  ----------      ----------      ----------      ----------      ----------
Net income                                        $      857      $    1,040      $      653      $      329      $      436
                                                  ==========      ==========      ==========      ==========      ==========

PER SHARE DATA:
Basic and diluted earnings per
  common share                                    $     4.51      $     6.53      $     4.47      $     2.26      $     3.10
Book value per share at year-end                       57.16           53.78           42.57           37.89           34.37
Cash dividends per share                                0.80            0.60            0.60            0.60            0.50
Number of shares used in earnings per
  share calculations                                 190,000         159,273         146,000         146,000         140,799

BALANCE SHEET DATA:
Total assets                                      $  110,862      $  104,733      $   91,407      $   73,040      $   69,107
Total securities                                      27,020          32,464          21,918          14,063          15,372
Total net loans                                       75,358          60,545          57,493          52,167          48,478
Allowance for loan losses                                844             793             714             610             507
Total deposits                                        87,007          84,889          81,787          66,946          62,731
Borrowings                                            12,268           8,928           2,837              --           1,000
Shareholders' equity                                  10,860          10,219           6,215           5,532           5,017

OPERATING RATIOS:
Total net loans to total deposits                      86.61%          71.32%          70.30%          77.92%          77.28%
Total shareholders' equity to total assets              9.80            9.76            6.80            7.57            7.26
Average shareholders' equity to
  average assets                                        9.74            8.01            7.36            7.48            7.18
Return on average equity                                8.14           13.49           10.99            6.28            9.18
Return on average assets                                0.79            1.08            0.81            0.47            0.66
Dividend payout ratio                                  17.75            9.69           13.41           26.60           16.73
Total interest expense to interest income              34.40           36.46           47.55           47.26           44.30
Allowance for loan losses
  to total loans                                        1.11            1.29            1.23            1.16            1.03

Average assets                                    $  108,027      $   96,248      $   80,744      $   70,108      $   66,125
Average shareholders' equity                          10,517           7,707           5,942           5,244           4,748
</TABLE>

Averages used herein, unless indicated otherwise, are based on daily averages.

                                       2
<PAGE>

[CROWE LOGO]

        Crowe Chizek and Company LLC
        Member Horwath International

                         REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
Ohio State Bancshares, Inc.
Marion, Ohio

We have audited the accompanying consolidated balance sheets of Ohio State
Bancshares, Inc. as of December 31, 2003 and 2002, and the related consolidated
statements of income, changes in shareholders' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the 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 Ohio State
Bancshares, Inc. as of December 31, 2003 and 2002, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

                                             /s/ Crowe Chizek and Company LLC

                                                 Crowe Chizek and Company LLC

Columbus, Ohio
February 26, 2004

                                       3
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                      2003               2002
                                                                      ----               ----
<S>                                                              <C>                <C>
ASSETS
Cash and due from financial institutions                         $    3,090,640     $    3,636,558
Interest-earning demand deposits                                        704,650          2,135,048
Federal funds sold                                                           --          1,661,000
                                                                 --------------     --------------
     Cash and cash equivalents                                        3,795,290          7,432,606
Interest-earning deposits                                               486,447            866,270
Securities available for sale                                        27,019,911         26,671,576
Securities held to maturity (fair value 2002 - $6,016,890)                   --          5,792,660
Loans, net                                                           75,357,763         60,544,867
Premises and equipment, net                                           1,720,562          1,358,832
Accrued interest receivable                                             523,737            607,688
Other real estate owned                                                 188,649                 --
Other assets                                                          1,769,813          1,458,422
                                                                 --------------     --------------

                                                                 $  110,862,172     $  104,732,921
                                                                 ==============     ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
     Noninterest-bearing                                         $    8,420,635     $    6,813,332
     Interest-bearing                                                78,586,417         78,076,143
                                                                 --------------     --------------
         Total                                                       87,007,052         84,889,475
Federal funds purchased                                               1,248,000                 --
Borrowings                                                           11,019,597          8,928,208
Accrued interest payable                                                121,517            123,714
Other liabilities                                                       605,856            572,438
                                                                 --------------     --------------
     Total liabilities                                              100,002,022         94,513,835

Shareholders' equity
Common stock, $10.00 par value, 500,000 shares authorized;
  190,000 shares issued and outstanding                               1,900,000          1,900,000
Additional paid-in capital                                            5,045,227          5,045,227
Retained earnings                                                     3,702,038          2,997,492
Accumulated other comprehensive income                                  212,885            276,367
                                                                 --------------     --------------
     Total shareholders' equity                                      10,860,150         10,219,086
                                                                 --------------     --------------

                                                                 $  110,862,172     $  104,732,921
                                                                 ==============     ==============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                     Years ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                      2003               2002
                                                                      ----               ----
<S>                                                              <C>                <C>
Interest and dividend income
     Loans, including fees                                       $    4,992,005     $    4,970,278
     Taxable securities                                                 817,432          1,071,461
     Nontaxable securities                                              322,514            255,841
     Federal funds sold and other                                        69,840             71,799
                                                                 --------------     --------------
        Total interest and dividend income                            6,201,791          6,369,379

Interest expense
     Deposits                                                         1,780,404          2,075,345
     Other borrowings                                                   352,863            246,890
                                                                 --------------     --------------
        Total interest expense                                        2,133,267          2,322,235
                                                                 --------------     --------------

Net interest income                                                   4,068,524          4,047,144

Provision for loan losses                                               412,000            435,000
                                                                 --------------     --------------

Net interest income after provision for loan losses                   3,656,524          3,612,144

Noninterest income
     Fees for customer services                                         596,336            581,133
     Net gains on sales or calls of securities                          116,012             75,615
     Other                                                               70,529             66,907
                                                                 --------------     --------------
        Total noninterest income                                        782,877            723,655

Noninterest expense
     Salaries and employee benefits                                   1,713,026          1,389,848
     Occupancy and equipment                                            578,655            516,543
     Professional fees                                                  118,874            139,914
     Office supplies                                                    148,302            126,812
     Loan collection and repossessions                                  139,608            106,872
     Advertising and public relations                                    85,522             93,919
     Taxes, other than income                                           100,002             85,893
     Credit card processing                                              87,825             82,525
     Director expenses                                                   52,554             51,513
     Other                                                              292,151            287,767
                                                                 --------------     --------------
        Total noninterest expense                                     3,316,519          2,881,606
                                                                 --------------     --------------

Income before income taxes                                            1,122,882          1,454,193
Income tax expense                                                      266,336            414,328
                                                                 --------------     --------------

Net income                                                       $      856,546     $    1,039,865
                                                                 ==============     ==============

Basic and diluted earnings per share                             $         4.51     $         6.53
                                                                 ==============     ==============

Weighted average shares outstanding                                     190,000            159,273
                                                                 ==============     ==============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                           OHIO STATE BANCSHARES, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                     Years ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                                      Accumulated
                                                      Additional                         Other             Total
                                       Common          Paid-in        Retained       Comprehensive     Shareholders'
                                        Stock          Capital        Earnings       Income (Loss)        Equity
                                     -----------    -------------    ------------    -------------     ------------
<S>                                  <C>            <C>              <C>             <C>               <C>
Balance, January 1, 2002             $ 1,460,000    $   2,652,709    $  2,058,427    $      43,873     $  6,215,009

Comprehensive income:
    Net income                                                          1,039,865                         1,039,865
    Change in net unrealized
      gain (loss) on securities
      available for sale, net of
      reclassification and tax
      effects                                                                              232,494          232,494
                                                                                                       ------------
        Total comprehensive
         income                                                                                           1,272,359

Proceeds from sale of 44,000
   shares of common stock                440,000        2,528,965                                         2,968,965

Offering costs, including
   broker commissions                                    (136,447)                                         (136,447)

Cash dividends declared
  ($0.60 per share)                                                      (100,800)                         (100,800)
                                     -----------    -------------    ------------    -------------     ------------

Balance, December 31, 2002             1,900,000        5,045,227       2,997,492          276,367       10,219,086

Comprehensive income:
    Net income                                                            856,546                           856,546
    Change in net unrealized
      gain (loss) on securities
      available for sale, net of
      reclassification and tax
      effects                                                                             (115,936)        (115,936)
    Cumulative effect of
      securities transferred from
      held to maturity to available
      for sale, net of tax                                                                  52,454           52,454
                                                                                                       ------------
        Total comprehensive
         income                                                                                             793,064

Cash dividends declared
  ($0.80 per share)                                                      (152,000)                         (152,000)
                                     -----------    -------------    ------------    -------------     ------------

Balance, December 31, 2003           $ 1,900,000    $   5,045,227    $  3,702,038    $     212,885     $ 10,860,150
                                     ===========    =============    ============    =============     ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                                     2003               2002
                                                                                     ----               ----
<S>                                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                 $      856,546     $    1,039,865
     Adjustment to reconcile net income to net cash from
       operating activities:
         Depreciation and amortization                                                 233,419            211,712
         Net amortization of securities                                                161,281             60,127
         Provision for loan losses                                                     412,000            435,000
         Deferred taxes                                                                (99,136)           (90,992)
         Net realized gains on sales of securities                                    (116,012)           (75,615)
         Federal Home Loan Bank stock dividends                                        (20,100)           (14,000)
         Increase in cash surrender value of bank owned life insurance                 (54,619)           (47,880)
         Change in deferred loan costs                                                  50,723              9,921
         Change in accrued interest receivable                                          83,951            (81,006)
         Change in accrued interest payable                                             (2,197)          (109,828)
         Change in other assets and other liabilities                                   28,877            299,510
                                                                                --------------     --------------
              Net cash from operating activities                                     1,534,733          1,636,814

CASH FLOWS FROM INVESTING ACTIVITIES
     Securities available for sale
         Sales                                                                       4,857,348          3,720,728
         Maturities, payments and calls                                             23,025,923          6,498,606
         Purchases                                                                 (20,178,569)       (18,771,267)
     Securities held to maturity
         Maturities and calls                                                          485,000            202,000
         Purchases                                                                  (2,887,925)        (1,835,377)
     Loan originations and payments, net                                           (15,554,659)        (3,620,017)
     Purchases of premises and equipment                                              (595,149)          (100,984)
     Maturities of certificates of deposit                                             401,016                 --
     Purchase of certificate of deposit                                                     --           (396,105)
     Purchase of bank owned life insurance                                             (30,000)           (30,000)
                                                                                --------------     --------------
         Net cash from investing activities                                        (10,477,015)       (14,332,416)

CASH FLOWS FROM FINANCING ACTIVITIES
     Net changes in deposits                                                         2,117,577          3,102,849
     Proceeds from advance of long-term borrowings                                   2,500,000          8,900,000
     Principle repayments of long-term borrowings                                     (408,611)        (2,308,755)
     Net change in federal funds purchased                                           1,248,000                 --
     Net changes in short-term borrowings                                                   --           (500,000)
     Cash dividends paid                                                              (152,000)          (100,800)
     Proceeds from sale of stock, net of offering costs                                     --          2,832,518
                                                                                --------------     --------------
         Net cash from financing activities                                          5,304,966         11,925,812
                                                                                --------------     --------------

Net change in cash and cash equivalents                                             (3,637,316)          (769,790)
Beginning cash and cash equivalents                                                  7,432,606          8,202,396
                                                                                --------------     --------------

Ending cash and cash equivalents                                                $    3,795,290     $    7,432,606
                                                                                ==============     ==============

Supplemental cash flow information:
     Interest paid                                                              $    2,135,464     $    2,432,063
     Income taxes paid                                                                 728,000            242,343
Supplemental noncash disclosures:
     Transfers from loans to other real estate owned and repossessions          $      279,040     $      123,620
     Transfer of securities from held to maturity to available for sale              8,201,627                 --
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       7
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The consolidated financial statements include the
accounts of Ohio State Bancshares, Inc. ("OSB") and its wholly-owned subsidiary,
The Marion Bank ("Bank"), together referred to as the Corporation. Intercompany
transactions and balances are eliminated in consolidation.

Nature of Operations: The Corporation provides financial services through its
main and branch office in Marion, Ohio. Its primary deposit products are
checking, savings, and term certificate accounts, and its primary lending
products are residential mortgage, commercial, and installment loans.
Substantially all loans are secured by specific items of collateral including
business assets, consumer assets and commercial and residential real estate.
Commercial loans are expected to be repaid from cash flow from operations of
businesses. Other financial instruments, which potentially represent
concentrations of credit risk, include deposit accounts in other financial
institutions and federal funds sold.

Use of Estimates: To prepare financial statements in conformity with accounting
principles generally accepted in the United States of America, management makes
estimates and assumptions based on available information. These estimates and
assumptions affect the amounts reported in the financial statements and the
disclosures provided, and actual results could differ. The allowance for loan
losses, fair values of financial instruments and the status of contingencies are
particularly subject to change.

Cash Flow Reporting: Cash and cash equivalents include cash, deposits with other
financial institutions with maturities under 90 days and federal funds sold. Net
cash flows are reported for loan and deposit transactions, interest-bearing time
deposits with other financial institutions and short-term borrowings with
maturities of 90 days or less.

Securities: Debt securities are classified as available for sale and carried at
fair value, with unrealized holding gains and losses reported in other
comprehensive income. Other securities such as FHLB stock are carried at cost.
To aid in liquidity and risk management, the Corporation reclassified all
securities from held to maturity to available for sale on August 31, 2003.
Securities with a carrying value of $8,201,627 and unrealized gains of $79,475
were reclassified. The Corporation's equity increased $52,454, net of tax
effects, as a result of the transfer. Management expects that all securities
purchased in the future will be classified as available for sale.

Interest income includes amortization of purchase premium or discount. Gains and
losses on sales are based on the amortized cost of the security sold. Securities
are written down to fair value when a decline in fair value is not temporary.

Loans: Loans that management has the intent and ability to hold for the
foreseeable future or until maturity or payoff are reported at the principal
balance outstanding, net of net deferred loan costs and the allowance for loan
losses.

Interest income is reported on the interest method and includes amortization of
net deferred loan costs over the loan term. Interest income on loans is
discontinued at the time the loan is 90 days delinquent unless the credit is
well-secured and in process of collection. In all cases, loans are placed on
nonaccrual or charged-off at an earlier date if collection of principal or
interest is considered doubtful. All interest accrued but not received for a
loan placed on nonaccrual is reversed against interest income. Interest received
on such loans is accounted for on the cash-basis or cost-recovery method, until
qualifying for return to accrual. Loans are returned to accrual status when all
the principal and interest amounts contractually due are brought current and
future payments are reasonably assured.

                                   (Continued)

                                        8

<PAGE>

                           OHIO STATE BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Allowance for Loan Losses: The allowance for loan losses is a valuation
allowance for probable incurred credit losses. Loan losses are charged against
the allowance when management believes the uncollectibility of a loan is
confirmed. Subsequent recoveries, if any, are credited to the allowance.
Management estimates the allowance balance required using past loan loss
experience, the nature and volume of the portfolio, information about specific
borrower situations and estimated collateral values, economic conditions and
other factors. Allocations of the allowance may be made for specific loans, but
the entire allowance is available for any loan that, in management's judgment,
should be charged-off.

The allowance consists of specific and general components. The specific
component relates to loans that are individually classified as impaired or loans
otherwise classified as substandard or doubtful. The general component covers
non-classified loans and is based on historical loss experience adjusted for
current factors.

A loan is impaired when full payment under the loan terms is not expected.
Commercial and commercial real estate loans are individually evaluated for
impairment. If a loan is impaired, a portion of the allowance is allocated so
that the loan is reported net, at the present value of estimated future cash
flows using the loan's existing rate or at the fair value of collateral if
repayment is expected solely from the collateral. Large groups of smaller
balance homogeneous loans, such as consumer and residential real estate loans,
are collectively evaluated for impairment, and accordingly, they are not
separately identified for impairment disclosures.

Foreclosed Assets: Assets acquired through or instead of loan foreclosure are
initially recorded at fair value when acquired, establishing a new cost basis.
If fair value declines subsequent to foreclosure, a valuation allowance is
recorded through expense. Costs after acquisition are generally expensed. Some
costs will be capitalized to foreclosed assets if these costs have future
benefits and increase the fair value of the asset.

Premises and Equipment: Land is carried at cost. Premises and equipment are
stated at cost less accumulated depreciation. Buildings and related components
are depreciated using the straight-line method with useful lives ranging from 5
to 39 years. Furniture, fixtures and equipment are depreciated using the
straight-line method with useful lives ranging from 1 to 10 years.

Bank Owned Life Insurance: The Company has purchased life insurance policies on
certain key executives. Bank owned life insurance is recorded at its cash
surrender value, or the amount that can be realized.

Long-term Assets: Premises and equipment and other long-term assets are reviewed
for impairment when events indicate their carrying amount may not be recoverable
from future undiscounted cash flows. If impaired, the assets are recorded at
fair value.

Income Taxes: Income tax expense is the total of the current year income tax due
or refundable and the change in deferred tax assets and liabilities. Deferred
tax assets and liabilities are the expected future tax amounts for the temporary
differences between the carrying amounts and tax basis of assets and
liabilities, computed using enacted tax rates. A valuation allowance, if needed,
reduces deferred tax assets to the amount expected to be realized.

Off-Balance Sheet Financial Instruments: Financial instruments include
off-balance sheet credit instruments, such as commitments to make loans, issued
to meet customer financing needs. The face amounts for these items represents
the exposure to loss, before considering customer collateral or ability to
repay. Such financial instruments are recorded when they are funded.

                                   (Continued)

                                        9

<PAGE>

                           OHIO STATE BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings Per Common Share: Basic earnings per common share is net income divided
by the weighted average number of common shares outstanding during the period.
Diluted earnings per share is not currently applicable since the Corporation has
no potentially dilutive common shares.

Dividend Restriction: Banking regulations require maintaining certain capital
levels and may limit the amount of dividends paid by the Bank to OSB or by OSB
to shareholders. These restrictions pose no practical limit on the ability of
the Bank or OSB to pay dividends at historical levels.

Loss Contingencies: Loss contingencies, including claims and legal actions
arising in the ordinary course of business, are recorded as liabilities when the
likelihood of loss is probable and an amount or range of loss can be reasonably
estimated. Management does not believe there are now such matters that will have
a material effect on the financial statements.

Restrictions on Cash: The Corporation was required to have $316,000 and $269,000
of cash on hand or on deposit with the Federal Reserve Bank to meet regulatory
reserve and clearing requirements at year-end 2003 and 2002. These balances do
not earn interest.

Comprehensive Income: Comprehensive income consists of net income and other
comprehensive income. Other comprehensive income includes unrealized gains and
losses on securities available for sale, which are also recognized as a separate
component of shareholders' equity.

Fair Values of Financial Instruments: Fair values of financial instruments are
estimated using relevant market information and other assumptions, as more fully
disclosed in a separate note. Fair value estimates involve uncertainties and
matters of significant judgment regarding interest rates, credit risk,
prepayments and other factors, especially in the absence of broad markets for
particular items. Changes in assumptions or in market conditions could
significantly affect the estimates.

Operating Segments: While the chief decision-makers monitor the revenue streams
of the various products and services, the identifiable segments are not material
and operations are managed and financial performance is evaluated on a
Corporation-wide basis. Accordingly, all of the financial service operations are
considered by management to be aggregated in one reportable operating segment.

Adoption of New Accounting Standards: During 2003, the Corporation adopted the
Financial Accounting Standards Board ("FASB") Statement 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities, FASB Statement
150, Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equities, FASB Statement 132 (revised 2003), Employers'
Disclosures about Pensions and Other Postretirement Benefits, FASB
Interpretation 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, and FASB Interpretation 46, Consolidation of Variable Interest
Entities. Adoption of the new standards did not materially affect the
Corporation's operating results or financial condition.

Reclassifications: Certain reclassifications have been made to the 2002
financial statements to be comparable to the 2003 presentation.

                                   (Continued)

                                       10

<PAGE>

                           OHIO STATE BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 2 - SECURITIES

Year-end securities are as follows.

<TABLE>
<CAPTION>
                                                           2003
                                   ------------------------------------------------------
                                                    Gross          Gross
                                    Amortized    Unrealized     Unrealized       Fair
                                      Cost          Gains         Losses         Value
                                   -----------   -----------   -----------    -----------
<S>                                <C>           <C>           <C>            <C>
Available for sale
     U.S. Treasury                 $   100,751   $     6,890   $        --    $   107,641
     U.S. government and federal
       agencies                      8,685,708        85,679       (78,782)     8,692,605
     Mortgage-backed                 7,195,484        57,066        (9,443)     7,243,107
     State and municipal             8,835,518       287,454       (32,639)     9,090,333
     Corporate                       1,365,857         6,328            --      1,372,185
                                   -----------   -----------   -----------    -----------
        Total debt securities       26,183,318       443,417      (120,864)    26,505,871
     Other securities                  514,040            --            --        514,040
                                   -----------   -----------   -----------    -----------
        Total                      $26,697,358   $   443,417   $  (120,864)   $27,019,911
                                   ===========   ===========   ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                           2002
                                   ------------------------------------------------------
                                                     Gross         Gross
                                    Amortized     Unrealized    Unrealized       Fair
                                      Cost           Gains        Losses         Value
                                   -----------   -----------   -----------    -----------
<S>                                <C>           <C>           <C>            <C>
Available for sale
     U.S. Treasury                 $   100,831   $     7,674   $        --    $   108,505
     U.S. government and federal
       agencies                      7,976,371       189,449          (725)     8,165,095
     Mortgage-backed                16,228,816       235,214        (5,041)    16,458,989
     Corporate                       1,452,881           115        (7,949)     1,445,047
                                   -----------   -----------   -----------    -----------
        Total debt securities       25,758,899       432,452       (13,715)    26,177,636
     Other securities                  493,940            --            --        493,940
                                   -----------   -----------   -----------    -----------
        Total                      $26,252,839   $   432,452   $   (13,715)   $26,671,576
                                   ===========   ===========   ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                           Gross         Gross
                            Carrying   Unrecognized  Unrecognized    Fair
                             Amount        Gains        Losses       Value
                           ----------  ------------  ------------  ----------
<S>                        <C>         <C>           <C>           <C>
Held to maturity
     State and municipal   $5,792,660   $  232,171    $   (7,941)  $6,016,890
                           ==========   ==========    ==========   ==========
</TABLE>

Sales of available for sale securities were as follows:

<TABLE>
<CAPTION>
                            2003           2002
                         -----------    -----------
<S>                      <C>            <C>
Proceeds                 $ 4,857,348    $ 3,720,728
Gross gains                  123,708         65,655
Gross losses                  (8,766)        (6,624)
Gross gains from calls         1,070         16,584
</TABLE>

                                   (Continued)

                                       11

<PAGE>

                           OHIO STATE BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 2 - SECURITIES (Continued)

The fair values of securities at year-end 2003, by expected maturity are shown
below. Actual maturities may differ from expected maturities because certain
borrowers may have the right to call or repay obligations without penalty.

<TABLE>
<CAPTION>
                                 Fair
                                Value
                             -----------
<S>                          <C>
Due in one year or less      $ 3,849,897
Due from one to five years    11,572,894
Due from five to ten years     7,904,919
Due after ten years            3,178,161
Other securities                 514,040

                             -----------

                             $27,019,911
                             ===========
</TABLE>

Securities with carrying values of $11,761,000 and $9,707,000 at December 31,
2003 and 2002 were pledged to secure public deposits and for other purposes.

Securities with unrealized losses at year end 2003 not recognized in income are
as follows:

<TABLE>
<CAPTION>
                               Less than 12 Months           12 Months or More                 Total
                             -----------------------    ---------------------------   -----------------------
                               Fair       Unrealized         Fair       Unrealized       Fair      Unrealized
Description of Securities      Value         Loss            Value         Loss          Value        Loss
--------------------------   ----------   ----------    -------------   -----------   ----------   ----------
<S>                          <C>          <C>           <C>             <C>           <C>          <C>
U.S. government and
  federal agency             $4,955,895   $  (78,782)   $          --   $        --   $4,955,895   $  (78,782)
Mortgage-backed               2,272,121       (9,443)              --            --    2,272,121       (9,443)
State and municipal           2,485,237      (32,639)              --            --    2,485,237      (32,639)
                             ----------   ----------    -------------   -----------   ----------   ----------

Total temporarily impaired   $9,713,253   $ (120,864)   $          --   $        --   $9,713,253   $ (120,864)
                             ==========   ==========    =============   ===========   ==========   ==========
</TABLE>

Unrealized losses on bonds have not been recognized into income because the
issuers bonds are of high credit quality, management has the intent and ability
to hold for the foreseeable future, and the decline in fair value is largely due
to increased market interest rates. The fair value is expected to recover as the
bonds approach their maturity date and/or market rates decline.

NOTE 3 - LOANS

Year-end loans were as follows.

<TABLE>
<CAPTION>
                                2003            2002
                            ------------    ------------
<S>                         <C>             <C>
Commercial                  $ 10,000,448    $  8,261,356
Installment                   23,147,507      23,107,796
Real estate                   41,754,926      28,587,569
Credit card                      777,901         791,877
Other                             32,586          50,295
                            ------------    ------------
                              75,713,368      60,798,893
Net deferred loan costs          488,569         539,292
Allowance for loan losses       (844,174)       (793,318)
                            ------------    ------------

                            $ 75,357,763    $ 60,544,867
                            ============    ============
</TABLE>

                                   (Continued)

                                       12

<PAGE>

                           OHIO STATE BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 3 - LOANS (Continued)

Activity in the allowance for loan losses was as follows.

<TABLE>
<CAPTION>
                                       2003         2002
                                     ---------    ---------
<S>                                  <C>          <C>
Beginning balance                    $ 793,318    $ 713,988
Loans charged-off                     (470,679)    (437,764)
Recoveries of previous charge-offs     109,535       82,094
Provision for loan losses              412,000      435,000
                                     ---------    ---------

Ending balance                       $ 844,174    $ 793,318
                                     =========    =========
</TABLE>

Impaired loans were as follows.

<TABLE>
<CAPTION>
                                                                2003       2002
                                                              --------   --------
<S>                                                           <C>         <C>
Year-end balance of impaired loans with allocated allowance   $     --    624,886
Amount of allowance allocated at year-end                           --     31,244
Average balance of impaired loans                              312,650    332,222
Interest income recognized during impairment                    38,455     23,555
Cash-basis interest income recognized                           38,455         --
</TABLE>

Nonperforming loans were as follows.

<TABLE>
<CAPTION>
                                                 2003       2002
                                               --------   --------
<S>                                            <C>        <C>
Loans past due over 90 days still on accrual   $248,580   $706,505
Loans on nonaccrual                             483,314    227,801
</TABLE>

Nonperforming loans include both smaller balance homogeneous loans that are
collectively evaluated for impairment and individually classified impaired
loans.

NOTE 4 - PREMISES AND EQUIPMENT

Year-end premises and equipment were as follows.

<TABLE>
<CAPTION>
                                       2003            2002
                                    -----------    -----------
<S>                                 <C>            <C>
Land                                $   115,875    $   115,875
Building and improvements             1,318,304      1,041,208
Furniture, fixtures and equipment     1,184,832      1,431,528
Leasehold improvements                   59,295         59,295
                                    -----------    -----------
    Total cost                        2,678,306      2,647,906
Less accumulated depreciation          (957,744)    (1,289,074)
                                    -----------    -----------

                                    $ 1,720,562    $ 1,358,832
                                    ===========    ===========
</TABLE>

The Bank's branch facility is leased under an operating lease. The lease term is
for twenty years and expires in December of 2016. In December of the fifth
(2001), tenth (2006) and fifteenth (2011) years of the lease, the rent shall be
adjusted by 50% of the cumulative increase in the Consumer Price Index over the
previous five years with a minimum of 5% increase and a maximum of 10% increase
for any one five-year period. Total rental expense was $41,073 in 2003 and in
2002. Minimum rental commitments under this noncancelable operating lease will
remain at $41,073 annually through 2006, will be $43,127 for 2007 and 2008, and
will total $355,793 thereafter.

                                   (Continued)

                                       13

<PAGE>

                           OHIO STATE BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 5 - DEPOSITS

Year-end interest-bearing deposits were as follows.

<TABLE>
<CAPTION>
                                               2003          2002
                                            -----------   -----------
<S>                                         <C>           <C>
Demand and money market                     $23,468,514   $24,904,333
Savings                                      15,223,147    14,035,033
Time:
     In denominations under $100,000         27,820,914    26,446,520
     In denominations of $100,000 or more    12,073,842    12,690,257
                                            -----------   -----------

Total interest-bearing deposits             $78,586,417   $78,076,143
                                            ===========   ===========
</TABLE>

Scheduled maturities of time deposits were as follows.

<TABLE>
<C>                    <C>           <C>
1 year or less         $15,700,622   $17,922,476
1 through 2 years        9,830,483     6,384,877
2 through 3 years        2,252,224     6,952,169
3 through 4 years        6,503,940     1,168,665
4 through 5 years        5,563,894     6,308,675
Greater than 5 years        43,593       399,915
                       -----------   -----------

                       $39,894,756   $39,136,777
                       ===========   ===========
</TABLE>

Occasionally, in order to meet liquidity or asset/liability needs, the Bank will
accept time deposits from out-of-market investors. These time deposits totaled
$3,053,000 and $1,981,000 at year-end 2003 and 2002.

NOTE 6 - BORROWINGS

Federal funds purchased, borrowings from the Federal Home Loan Bank of
Cincinnati and a line of credit with a large national bank are financing
arrangements used by the Corporation. Information concerning borrowings was as
follows.

<TABLE>
<CAPTION>
                                                 2003              2002
                                            --------------    --------------
<S>                                         <C>               <C>
Maximum month-end balance during the year   $   12,268,000    $    9,029,000
Average balance during the year                  9,231,000         6,219,000
Average interest rate during the year                 3.82%             3.97%
Average interest rate at year-end                     3.49%             3.96%
</TABLE>

                                   (Continued)

                                       14

<PAGE>

                           OHIO STATE BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 6 - BORROWINGS (Continued)

Federal Home Loan Bank ("FHLB") borrowings at year-end 2003 and 2002 were as
follows.

<TABLE>
<CAPTION>
                                                                     2003         2002
                                                                 -----------   -----------
<S>                                                              <C>           <C>
Convertible FHLB advance, 4.60%, due January 24, 2011            $ 1,000,000   $ 1,000,000
Mortgage-matched FHLB advance, 5.91%, maturity July 1, 2011          183,503       309,709
5 year constant monthly payment FHLB advance, 4.43%,
   maturity May 1, 2007                                              690,909       879,090
2.25 year fixed rate FHLB advance, 4.09% due July 23, 2004         1,000,000     1,000,000
5 year constant monthly payment FHLB advance, 4.33%,
   maturity May 1, 2007                                              345,185       439,409
4 year fixed rate FHLB advance, 4.90% due April 28, 2006             500,000       500,000
3 year fixed rate FHLB advance, 3.59% due July 22, 2005            1,500,000     1,500,000
3.5 year fixed rate FHLB advance, 3.99% due January 30, 2006       1,500,000     1,500,000
2 year fixed rate FHLB advance, 2.64% due August 13, 2004            500,000       500,000
2.25 year fixed rate FHLB advance, 2.89% due November 19, 2004       800,000       800,000
3.5 year fixed rate FHLB advance, 3.11% due April 3, 2006            500,000       500,000
1.5 year fixed rate FHLB advance, 1.90% due April 7, 2005          1,000,000            --
2 year fixed rate FHLB advance, 2.22% due October 7, 2005          1,000,000            --
1.5 year fixed rate FHLB advance, 2.05% due June 23, 2005            500,000            --
                                                                 -----------   -----------

                                                                 $11,019,597   $ 8,928,208
                                                                 ===========   ===========
</TABLE>

The interest rate on the convertible advance is convertible to a variable rate
at the option of the FHLB. If the convertible option is exercised, the advance
may be prepaid without penalty. The mortgage-matched advance requires monthly
principal and interest payments.

Maturities of FHLB borrowings for the next five years and thereafter were:

<TABLE>
<S>                           <C>
Year ended December 31,
          2004                $ 2,615,114
          2005                  4,329,570
          2006                  2,844,693
          2007                    134,479
          2008                     25,370
      Thereafter                1,070,371
                              -----------

                              $11,019,597
                              ===========
</TABLE>

The advances were collateralized by $14,876,000 and $12,053,000 of first lien
mortgage loans under a blanket lien arrangement as well as the Bank's FHLB stock
at year-end 2003 and 2002. As of December 31, 2003, the Bank has approximately
$2,386,000 still available for future advances based upon eligible mortgage
loans.

                                   (Continued)

                                       15

<PAGE>

                           OHIO STATE BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 7 - EMPLOYEE BENEFITS

The Corporation provides a profit sharing plan that covers substantially all
employees. Eligible employees may contribute any percentage of their pre-tax
compensation subject to maximum statutory limitations. The Corporation matches
100% of all employee contributions up to 4% of the participant's base
compensation. In addition, the Corporation may make an additional discretionary
contribution allocated to all eligible participants based on compensation.
Expense was $35,897 and $20,300 for the years ended December 31, 2003 and 2002
related to the profit sharing plan.

The Corporation also provides a supplemental retirement plan for current and
past officers. Benefits under the plan are based on the performance of life
insurance contracts purchased by the Corporation. Upon retirement, participants
receive 15 equal annual installments representing the cumulative increase in the
cash surrender value of the related life insurance policy in excess of an
opportunity cost, as defined in the plan, from the inception of the plan until
retirement. Participants also receive the annual increase in cash surrender
value in excess of the opportunity cost from retirement until death. The
officers vest 10% annually and are fully vested. Expense related to this plan
was $217,750 and $48,844 in 2003 and 2002 resulting in a liability of $365,222
and $147,472 at year-end 2003 and 2002. The cash surrender value of the life
insurance was $1,460,994 and $1,376,375 at year-end 2003 and 2002 and was
included in other assets.

NOTE 8 - INCOME TAXES

Income tax expense was as follows.

<TABLE>
<CAPTION>
             2003          2002
           ---------    ---------
<S>        <C>          <C>
Current    $ 365,472    $ 505,320
Deferred     (99,136)     (90,992)
           ---------    ---------

           $ 266,336    $ 414,328
           =========    =========
</TABLE>

Effective tax rates differ from federal statutory rates applied to financial
statement income due to the following.

<TABLE>
<CAPTION>
                                                      2003           2002
                                                    ---------     ---------
<S>                                                 <C>           <C>
Federal statutory rate times pretax income at 34%   $ 381,780     $ 494,425
Effect of:
     Tax exempt interest                              (98,644)      (78,501)
     Other, net                                       (16,800)       (1,596)
                                                    ---------     ---------

     Total                                          $ 266,336     $ 414,328
                                                    =========     =========

Effective tax rate %                                     23.7%         28.5%
                                                    =========     =========
</TABLE>

                                   (Continued)

                                       16

<PAGE>

                           OHIO STATE BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 8 - INCOME TAXES (Continued)

Year-end deferred tax assets and liabilities relate to the following items.

<TABLE>
<CAPTION>
                                                           2003        2002
                                                        ---------    ---------
<S>                                                     <C>          <C>
Deferred tax assets
     Allowance for loan losses                          $ 162,348    $ 171,409
     Deferred compensation                                124,175       50,140
     Deferred loan fees                                    16,350        2,993
                                                        ---------    ---------
         Total deferred tax assets                        302,873      224,542
Deferred tax liabilities
     Depreciation                                        (125,065)     (82,162)
     Accrual to cash conversion                          (153,972)    (230,958)
     FHLB stock dividend                                  (43,588)     (37,264)
     Unrealized gain on securities available for sale    (109,668)    (142,371)
     Other                                                (17,278)     (10,324)
                                                        ---------    ---------
         Total deferred tax liabilities                  (449,571)    (503,079)
                                                        ---------    ---------

     Net deferred tax liability                         $(146,698)   $(278,537)
                                                        =========    =========
</TABLE>

NOTE 9 - RELATED PARTIES

Loans to principal officers, directors, and their affiliates in 2003 were as
follows.

<TABLE>
<S>                 <C>
Beginning balance   $   982,057
New loans               852,366
Repayments             (614,570)
                    -----------

Ending balance      $ 1,219,853
                    ===========
</TABLE>

Deposits from principal officers, directors, and their affiliates at year-end
2003 and 2002 were $7,066,000 and $3,889,000.

NOTE 10 - OFF-BALANCE-SHEET ACTIVITIES

Some financial instruments, such as loan commitments, credit lines, letters of
credit, and overdraft protection, are issued to meet customer financing needs.
These are agreements to provide credit or to support the credit of others, as
long as conditions established in the contract are met, and usually have
expiration dates. Commitments may expire without being used. Off-balance-sheet
risk of credit loss exists up to the face amount of these instruments, although
material losses are not anticipated. The same credit policies are used to make
such commitments as are used for loans, including obtaining collateral at
exercise of the commitment.

                                   (Continued)

                                       17
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 10 - OFF-BALANCE-SHEET ACTIVITIES (Continued)

Commitments to extend credit, primarily in the form of undisbursed portions of
approved lines of credit, are principally variable rate commitments. The
interest rates on these commitments ranged from 3.00% to 12.00% at year-end 2003
and 3.50% to 12.00% at year-end 2002. Outstanding commitments for credit cards
had interest rates ranging from 10.00% to 15.90% at year-end 2003 and 10.25% to
17.90% at year-end 2002.

Year-end contractual amounts of financial instruments with off-balance-sheet
risk were as follows.

<TABLE>
<CAPTION>
                                                         2003             2002
                                                         ----             ----
<S>                                                   <C>             <C>
Commitments to extend credit                          $5,385,000      $4,553,000
Credit card arrangements                               1,708,000       2,503,000
Overdraft protection                                     842,000         832,000
</TABLE>

NOTE 11 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amount and estimated fair values of financial instruments at
year-end were as follows.

<TABLE>
<CAPTION>
                                                      2003                               2002
                                                      ----                               ----
                                          Carrying             Fair           Carrying            Fair
                                           Amount              Value           Amount             Value
                                           ------              -----           ------             -----
<S>                                     <C>               <C>               <C>               <C>
Financial assets
      Cash and cash equivalents         $  3,795,290      $  3,795,290      $  7,432,606      $  7,432,606
      Interest-earning deposits              486,447           500,802           866,270           877,699
      Securities available for sale       27,019,911        27,019,911        26,671,576        26,671,576
      Securities held to maturity                 --                --         5,792,660         6,016,890
      Loans, net                          75,357,763        77,149,137        60,544,867        61,566,878
      Accrued interest receivable            523,737           523,737           607,688           607,688

Financial liabilities
      Demand and savings deposits        (47,112,296)      (47,112,296)      (45,752,698)      (45,752,698)
      Time deposits                      (39,894,756)      (41,043,773)      (39,136,777)      (39,898,641)
      Federal funds purchased             (1,248,000)       (1,248,000)               --                --
      Other borrowings                   (11,019,597)      (11,205,378)       (8,928,208)       (9,287,139)
      Accrued interest payable              (121,517)         (121,517)         (123,714)         (123,714)
</TABLE>

The estimated fair value approximates the carrying amount for all items except
those described below. Estimated fair value for securities is based on quoted
market values for the individual securities or for equivalent securities. For
fixed rate loans or deposits and for variable rate loans or deposits with
infrequent repricing or repricing limits, fair value is based on discounted cash
flows using current market rates applied to the estimated life and credit risk.
The fair value of other borrowings is based upon current rates for similar
financing. The fair value of off-balance-sheet items is based on the current
fees or cost that would be charged to enter into or terminate such arrangements
and is considered nominal.

                                   (Continued)

                                       18
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 12 - CAPITAL REQUIREMENTS, RESTRICTIONS ON RETAINED EARNINGS AND REGULATORY
  MATTERS

The Bank is subject to regulatory capital requirements administered by federal
banking agencies. Capital adequacy guidelines and prompt corrective action
regulations involve quantitative measures of assets, liabilities and certain
off-balance-sheet items calculated under regulatory accounting practices.
Capital amounts and classifications are also subject to qualitative judgments by
regulators. Failure to meet capital requirements can initiate regulatory action.

Prompt corrective action regulations provide five classifications: well
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized, and critically undercapitalized, although these terms are not
used to represent overall financial condition. If adequately capitalized,
regulatory approval is required to accept brokered deposits. If
undercapitalized, capital distributions are limited, as is asset growth and
expansion, and capital restoration plans are required.

At year-end 2003 and 2002, the Bank was categorized as well capitalized. No
conditions or events have occurred subsequent to the latest notification by
regulators that management believes would have changed the Bank's category.
Actual capital levels for the Bank and minimum required were as follows.

<TABLE>
<CAPTION>
                                                                                         To Be Well
                                                                                      Capitalized Under
                                                                  For Capital         Prompt Corrective
                                              Actual           Adequacy Purposes     Action Regulations
                                              ------           -----------------     ------------------
                                       Amount        Ratio    Amount         Ratio   Amount         Ratio
                                       ------        -----    ------         -----   ------         -----
                                                              (Dollars in thousands)
<S>                                    <C>           <C>      <C>            <C>     <C>            <C>
2003
Total capital (to risk weighted
  assets)                              $9,308         11.8%   $6,288          8.0%   $7,859         10.0%
Tier 1 capital (to risk weighted
  assets)                               8,464         10.8     3,144          4.0     4,716          6.0
Tier 1 capital (to average assets)      8,464          7.6     4,451          4.0     5,563          5.0

2002
Total capital (to risk weighted
  assets)                              $8,359         12.7%   $5,271          8.0%   $6,589         10.0%
Tier 1 capital (to risk weighted
  assets)                               7,566         11.5     2,636          4.0     3,954          6.0
Tier 1 capital (to average assets)      7,566          7.3     4,134          4.0     5,167          5.0
</TABLE>

OSB's primary source of funds to pay dividends with is from cash balances at OSB
and dividends received from the Bank. The payment of dividends by the Bank to
OSB is subject to restrictions by its regulatory agency. These restrictions
generally limit dividends to current and prior two years retained earnings as
defined by the regulations. In addition, dividends may not reduce capital levels
below the minimum regulatory requirements. Under the most restrictive dividend
limitations described, approximately $1,449,000 is available to pay dividends to
OSB.

                                   (Continued)

                                       19
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 13 - OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss) components and related taxes were as follows.

<TABLE>
<CAPTION>
                                                               2003           2002
                                                               ----           ----
<S>                                                         <C>            <C>
Unrealized holding gains (losses) on available-for-sale
  securities                                                $ (59,647)     $ 427,877
Cumulative effect adjustment for securities transferred
  from held-to-maturity to available-for-sale                  79,475             --
Reclassification adjustments for gains later
  recognized in income                                       (116,012)       (75,615)
                                                            ---------      ---------
Net unrealized gains and losses                               (96,184)       352,262
Tax effect                                                     32,702       (119,768)
                                                            ---------      ---------

Other comprehensive income (loss)                           $ (63,482)     $ 232,494
                                                            =========      =========
</TABLE>

NOTE 14 - PARENT COMPANY CONDENSED FINANCIAL STATEMENTS

Condensed parent company only financial statements for OSB follows.

                            CONDENSED BALANCE SHEETS
                           December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                            2003            2002
                                            ----            ----
<S>                                      <C>             <C>
ASSETS
Cash and cash equivalents                $ 2,106,538     $ 2,321,961
Investment in bank subsidiary              8,677,436       7,842,513
Other assets                                  76,176          54,612
                                         -----------     -----------

   Total assets                          $10,860,150     $10,219,086
                                         ===========     ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Shareholders' equity                     $10,860,150     $10,219,086
                                         ===========     ===========
</TABLE>

                                   (Continued)

                                       20
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 14 - PARENT COMPANY CONDENSED FINANCIAL STATEMENTS (Continued)

                         CONDENSED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME
                     Years ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                         2003             2002
                                                         ----             ----
<S>                                                   <C>              <C>
Interest expense                                      $        --      $    13,671
Professional fees                                          11,913            7,655
Fees paid to The Marion Bank                               44,400           46,740
Other expenses                                              7,110            4,647
                                                      -----------      -----------
   Total expenses                                          63,423           72,713
                                                      -----------      -----------
Income (loss) before income tax and undistributed
  subsidiary income                                       (63,423)         (72,713)
Income tax benefit                                         21,564           24,722
Equity in undistributed subsidiary income                 898,405        1,087,856
                                                      -----------      -----------

Net income                                                856,546        1,039,865
Other comprehensive income                                (63,482)         232,494
                                                      -----------      -----------

Total comprehensive income                            $   793,064      $ 1,272,359
                                                      ===========      ===========
</TABLE>

                       CONDENSED STATEMENTS OF CASH FLOWS
                     Years ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                 2003             2002
                                                                 ----             ----
<S>                                                           <C>              <C>
Cash flows from operating activities
Net income                                                    $   856,546      $ 1,039,865
       Adjustments:
            Equity in undistributed subsidiary income            (898,405)      (1,087,856)
            Change in other assets                                (21,564)         (24,722)
                                                              -----------      -----------
                 Net cash from operating activities               (63,423)         (72,713)

Cash flows from financing activities
       Proceeds from sale of stock, net of offering costs              --        2,832,518
       Net changes in short-term borrowings                            --         (500,000)
       Dividends paid                                            (152,000)        (100,800)
                                                              -----------      -----------
                 Net cash from financing activities              (152,000)       2,231,718
                                                              -----------      -----------

Net change in cash and cash equivalents                          (215,423)       2,159,005
Beginning cash and cash equivalents                             2,321,961          162,956
                                                              -----------      -----------

Ending cash and cash equivalents                              $ 2,106,538      $ 2,321,961
                                                              ===========      ===========
</TABLE>

                                       21
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               Annual Report 2003

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

In the following pages, management presents an analysis of Ohio State
Bancshares, Inc.'s financial condition and results of operations as of and for
the year ended December 31, 2003 as compared to the prior year. This discussion
is designed to provide shareholders with a more comprehensive review of the
operating results and financial position than could be obtained from an
examination of the consolidated financial statements alone. This analysis should
be read in conjunction with the consolidated financial statements and related
footnotes and the selected financial data included elsewhere in this report.

When used in this discussion or future filings by the Corporation with the
Securities and Exchange Commission, in the Corporation's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized executive officer, the words or phrases "will likely
result," "are expected to," "will continue," "is anticipated," "estimate,"
"project," "believe," or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. The Corporation wishes to caution readers not to
place undue reliance on any such forward-looking statements, which speak only as
of the date made, and to advise readers that various factors, including regional
and national economic conditions, changes in levels of market interest rates,
credit risks of lending activities and competitive and regulatory factors, could
affect the Corporation's financial performance and could cause the Corporation's
actual results for future periods to differ materially from those anticipated or
projected. The Corporation does not undertake, and specifically disclaims, any
obligation to publicly release the result of any revisions, which may be made to
any forward-looking statements to reflect occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.

The Corporation is not aware of any trends, events or uncertainties that will
have or are reasonably likely to have a material effect on the liquidity,
capital resources or operations except as discussed herein.

CRITICAL ACCOUNTING ESTIMATES

ALLOWANCE FOR LOAN LOSSES: The allowance for loan losses is a valuation
allowance, determined by management, which represents probable incurred credit
losses in the loan portfolio. A detailed description on how the Corporation
accounts for this valuation allowance and related data is provided in Note 1 and
Note 3 of the consolidated financial statements and further in this discussion
under the heading Allowance and Provision for Loan Losses. Unexpected
fluctuations in local unemployment rates and the amount of past due loans can
have a significant impact on this accounting estimate.

DEFERRED COMPENSATION: The Corporation provides a supplemental retirement plan
for the current CEO and two former officers. The officers post retirement
benefits will come from actual current and future earnings from bank owned life
insurance policies. The Corporation expenses the present value of the estimated
future benefits and establishes a deferred compensation liability. At year-end
2003, this accrual had a balance of $365,000 and is combined with other
liabilities on the consolidated balance sheet. In order to evaluate this
accrual, management must estimate future revenues from the insurance policy,
future opportunity costs and a discount rate for the present value calculation.
As these estimates change and the CEO approaches retirement, the expenses
related to funding the deferred compensation could change significantly. See
Note 7, of the consolidated financial statements, for more information on these
retirement benefits.

                                   (Continued)

                                       22
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               Annual Report 2003

RESULTS OF OPERATIONS

Net income for the Corporation was $857,000 in 2003, or $183,000 less than the
$1,040,000 earned in 2002. The primary reasons for the decrease in earnings for
2003 was due to increases in noninterest expense of $435,000, partially offset
by increases in net interest income of $22,000, noninterest income of $59,000,
and decreases in provision for loan losses of $23,000 and income taxes of
$148,000. Noninterest income increased as the result of a higher realization of
customer service fees and gains from the sale or calls of securities.
Noninterest expense grew as a result of operational expansion, higher personnel
costs, and costs related to the collection of loans. A detailed discussion of
the components of net interest income, provision for loan losses, and
noninterest income and expenses is provided in the following sections.

NET INTEREST INCOME

Net interest income is the amount of interest earned on loans, securities, and
other investments that exceeds the interest cost of deposits and other
borrowings. Net interest income is affected by the volume and composition of
earning assets and interest-bearing liabilities, as well as indirectly affected
by noninterest-bearing liabilities and shareholders' equity totals.
Additionally, the market level of interest rates and the resultant competitive
rate decisions made by management can impact net interest income. Interest rates
charged on loans are affected principally by the demand for such loans, the
supply of money available for lending purposes and competitive factors. These
factors are, in turn, affected by general economic conditions and other factors
beyond the Corporation's control, such as federal economic policies, the general
supply of money in the economy, legislative tax policies, governmental budgetary
matters and the actions of the Board of Governors of the Federal Reserve System.

Net interest income increased $22,000 from 2002 to 2003. The increase was the
result of higher average balances of interest-earning assets mostly offset by a
lower net interest margin. The net interest margin, which is net interest income
divided by average earning assets, decreased 47 basis points from 4.56% for 2002
to 4.09% for 2003. A dramatic decline in the interest rate environment in 2002
caused interest bearing liabilities to reprice faster than the corresponding
interest-earning assets and a larger than normal net interest margin was
experienced in 2002. A more stable interest rate environment in 2003 caused this
margin to contract slightly. Also contributing to a lower net interest margin
was a change in the duration of interest bearing liabilities. At year-end 2002,
54.2% of the Bank's time deposits had maturities over 1 year compared to 60.6%
at year-end 2003. The longer term funding carries higher interest expenses and
contributed to a lower net interest margin in 2003 but was done for
asset/liability management purposes to lessen the negative effect if interest
rates would rapidly rise.

Total interest income decreased $167,000, or 2.63%, and was the result of a 95
basis point decrease in average yield, partially offset by a 12.74% increase in
interest-earning assets. The decrease in average yield was effected by a low
interest rate environment and a change in the makeup of the loan portfolio.
Residential and commercial real estate loans made up 47.0% of the loan portfolio
at year-end 2002 compared to 55.1% at year-end 2003 and grew $13,167,000, or
46.1% in 2003. Real estate loans historically have lower levels of default and
realized charge-offs so correspondingly carry lower interest rates. These loans
carry lower interest rates but often have shorter interest rate adjustment
periods compared to consumer loans and will aid in asset/liability management.

Total interest expense decreased $189,000, or 8.14%, in 2003. This was the
result of a continuing low interest rate environment, where the average yield on
interest-bearing liabilities dropped 48 basis points from 2002, partially offset
by a 10.25% increase in average interest-bearing liabilities.

The following tables further illustrate the impact on net interest income from
changes in average balances and yields of the Corporation's assets and
liabilities.

                                   (Continued)

                                       23
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               Annual Report 2003

 AVERAGE BALANCE SHEETS AND ANALYSIS OF NET INTEREST INCOME FOR THE YEARS ENDED
                                  DECEMBER 31,
                        (in thousands except percentages)

<TABLE>
<CAPTION>
                                                            2003                                         2002
                                            -------------------------------------       -------------------------------------
                                                           Average      Interest                        Average     Interest
                                              Average     Yield or       Earned           Average      Yield or      Earned
                                              Balance     Rate Paid     or Paid           Balance      Rate Paid     or Paid
                                            ----------    ---------     ---------       ----------     ---------    ---------
<S>                                         <C>           <C>          <C>              <C>            <C>         <C>
ASSETS:
INTEREST-EARNING ASSETS:
    Federal funds sold                      $    2,279       1.07%     $       25       $    1,780        1.61%    $       29
    Interest-earning deposits                    2,831       1.60              45            1,808        2.39             43
    Taxable securities                          22,608       3.62             817           21,579        4.97          1,071
    Nontaxable securities                        7,092       5.96             423            5,121        6.53            335
    Loans                                       67,157       7.43           4,992           60,155        8.26          4,970
                                            ----------                 ----------       ----------                 ----------
TOTAL INTEREST-EARNING ASSETS                  101,967       6.18           6,302           90,443        7.13          6,448
                                            ----------                 ----------       ----------                 ----------
NONINTEREST-EARNING ASSETS:
    Cash and due from
      financial institutions                     3,004                                       2,990
    Premises and equipment, net                  1,481                                       1,429
    Accrued interest and other assets            2,159                                       1,946
    Unrealized gains on securities                 252                                         219
    Less: Allowance for loan losses               (836)                                       (779)
                                            ----------                                  ----------
TOTAL NONINTEREST-EARNING ASSETS                 6,060                                       5,805
                                            ----------                                  ----------

TOTAL ASSETS                                $  108,027                                  $   96,248
                                            ==========                                  ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:
INTEREST-BEARING LIABILITIES:
    Demand deposits                         $   24,886       0.97             243       $   23,568        1.63            384
    Savings deposits                            14,638       0.99             144           14,197        1.45            206
    Time deposits                               39,867       3.50           1,393           36,400        4.08          1,485
    Other borrowings                             9,231       3.82             353            6,219        3.97            247
                                            ----------                 ----------       ----------                 ----------
TOTAL INTEREST-BEARING LIABILITIES              88,622       2.41           2,133           80,384        2.89          2,322
                                            ----------                 ----------       ----------                 ----------
NONINTEREST-BEARING LIABILITIES:
    Demand deposits                              8,351                                       7,541
    Accrued interest payable
      and other liabilities                        537                                         616
                                            ----------                                  ----------
    TOTAL NONINTEREST-BEARING LIABILITIES        8,888                                       8,157
                                            ----------                                  ----------

TOTAL LIABILITIES                               97,510                                      88,541

TOTAL SHAREHOLDERS' EQUITY                      10,517                                       7,707
                                            ----------                                  ----------

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                      $  108,027                                  $   96,248
                                            ==========                                  ==========

    NET INTEREST INCOME                                                $    4,169                                  $    4,126
                                                                       ==========                                  ==========
    NET INTEREST SPREAD                                      3.77%                                        4.24%
                                                             ====                                         ====
    NET YIELD ON INTEREST
      EARNING ASSETS                                         4.09%                                        4.56%
                                                             ====                                         ====
</TABLE>

                                   (Continued)

                                       24
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               Annual Report 2003

Yields and amounts earned on loans include loan costs, net of loan fees and late
charges of $2,000 for the year ended December 31, 2003, and $29,000 for the year
ended December 31, 2002. Nonaccruing loans are included in the daily average
loan amounts outstanding. Yields on nontaxable securities have been computed on
a fully tax equivalent basis using a 34% tax rate. The average balance for
securities represents the amortized cost value of securities. The net yield on
interest-earning assets was computed by dividing net interest income by total
interest-earning assets without the market value adjustment related to
available-for-sale securities.

The following table presents the changes in the Corporation's interest income
and interest expense resulting from changes in interest rates and changes in the
volume of interest-earning assets and interest-bearing liabilities. Changes
attributable to both rate and volume, which cannot be segregated, have been
allocated in proportion to the changes due to rate and volume.

INTEREST RATES AND INTEREST DIFFERENTIAL

<TABLE>
<CAPTION>
                                                 2003 Compared to 2002                        2002 Compared to 2001
                                                  Increase/(Decrease)                          Increase/(Decrease)
                                                  -------------------                          -------------------
                                                                            (In thousands)
                                                       Change        Change                          Change        Change
                                          Total        due to        due to             Total        due to        due to
                                         Change        Volume         Rate             Change        Volume         Rate
                                         ------        ------         ----             ------        ------         ----
<S>                                    <C>           <C>           <C>                <C>          <C>           <C>
Federal funds sold                     $      (4)    $       7     $     (11)         $    (68)    $     (22)    $     (46)
Interest-earning deposits                      2            19           (17)               21            30            (9)
Taxable securities                          (254)           49          (303)              251           414          (163)
Nontaxable securities (1)                     88           120           (32)               78            75             3
Loans (2)                                     22           547          (525)              (40)          429          (469)
                                       ---------     ---------     ---------          --------     ---------     ---------
         Total interest income              (146)          742          (888)              242           926          (684)
                                       ---------     ---------     ---------          --------     ---------     ---------

Demand deposits                             (141)           20          (161)             (128)          112          (240)
Savings deposits                             (62)            6           (68)              (56)           73          (129)
Time deposits                                (92)          133          (225)             (588)           11          (599)
Other borrowings                             106           115            (9)              170           179            (9)
                                       ---------     ---------     ---------          --------     ---------     ---------
         Total interest expense             (189)          274          (463)             (602)          375          (977)
                                       ---------     ---------     ---------          --------     ---------     ---------

Net interest income                    $      43     $     468     $    (425)         $    844     $     551     $     293
                                       =========     =========     =========          ========     =========     =========
</TABLE>

(1)      Nontaxable income is adjusted to a fully tax equivalent basis using a
         34% tax rate.

(2)      Nonaccrual loan balances are included for purposes of computing the
         rate and volume effects although interest on these balances has been
         excluded.

                                   (Continued)

                                       25
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               Annual Report 2003

ALLOWANCE AND PROVISION FOR LOAN LOSSES

The Corporation maintains an allowance for loan losses that management considers
adequate to provide for probable incurred credit losses in the loan portfolio. A
grading system is utilized for the commercial loan portfolio. The Loan Review
Committee of the Board reviews the status of all credit relationships of
$200,000 or more and assigns or reassigns grades based on a mathematical grading
system. The grades indicate the risk level of the loans to the Corporation and
loss allowances are, in part, established from this analysis. Management
analyzes loans on an individual basis and classifies a loan as impaired when an
analysis of the borrower's operating results and financial condition indicates
that underlying cash flows are not adequate to meet the debt service
requirements. Often this is associated with a delay or shortfall in payments of
60 days or more. 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, consumer automobile,
home equity and credit card loans with balances less than $100,000. The
Corporation evaluates the remaining loan portfolio and establishes loss
allowances based on historical loan loss data, which the Corporation has been
accumulating since its inception, as well as probable credit losses. At year-end
2003, the allowance had a balance of $844,174, or 1.11% of total loans, compared
to $793,318, or 1.29% of total loans, at year-end 2002. The provision for loan
losses was $412,000 for the year ended December 31, 2003, compared to $435,000
for the year ended December 31, 2002. Even though the allowance balance
increased in 2003, provisions and the allowance as a percentage of total loans
decreased due to growth in real estate loans and the resolution of impaired
loans that were outstanding at year-end 2002. Real estate loans have lower
historical charge-off rates and correspondingly get lower loss reserves.

The following table sets forth the amount of loans that were on nonaccrual
status, were past due 90 days or more (in payment of interest or principal), or
were impaired.

<TABLE>
<CAPTION>
                                                          Nonaccrual, Past Due and Impaired Loans at December 31,
                                                          -------------------------------------------------------
                                                                           2003               2002
                                                                           ----               ----
                                                                               (In thousands)
<S>                                                                  <C>                 <C>
Nonaccrual loans not included in impaired loans                      $          483      $          228
Loans past due 90 days or more,
  excluding nonaccrual and impaired loans                                       249                  82
Impaired loans                                                                   --                 625
                                                                     --------------      --------------

Total                                                                $          732      $          935
                                                                     ==============      ==============
</TABLE>

The Corporation's policy for placing loans on nonaccrual status is that the
Corporation will not accrue interest income on loans that are contractually past
due as to principal or interest by 90 days, unless collection is reasonably
assured. Management has put installment loans on nonaccrual if informed of any
bankruptcy activity by the borrower. This resulted in many loans being placed on
nonaccrual status that were still performing as agreed. This policy is
conservative in identifying potential problem loans.

Watchlist loans include the majority of loans 90 days or more delinquent, all
commercial loans with an internal loan grade of substandard or less, and all
nonaccrual loans. Additionally, loan officers may request a loan be added to the
watchlist if they suspect repayment problems may arise and feel the need for
frequent reviews. Watchlist loans that were not reported above as nonaccrual,
delinquent or impaired had balances at December 31, 2003 of $836,000 and
$949,000 at December 31, 2002.

                                   (Continued)

                                       26
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               Annual Report 2003

The following table shows activity in the allowance for loan losses and
pertinent ratios during the years indicated.

<TABLE>
<CAPTION>
                                                2003       2002
                                                ----       ----
                                                 (in thousands)
<S>                                             <C>        <C>
Allowance for loan losses:
Balance at beginning of period                  $ 793      $ 714
Loans charged-off:
      Commercial                                  (54)      (110)
      Real estate                                 (17)        --
      Credit card                                 (29)        (8)
      Installment                                (371)      (320)
                                                -----      -----
          Total loans charged-off:               (471)      (438)
                                                -----      -----
Recoveries of loans previously charged-off:
      Commercial                                   --          2
      Real estate                                  --         --
      Credit card                                   3          3
      Installment                                 107         77
                                                -----      -----
          Total loan recoveries                   110         82
                                                -----      -----

Net loans charged-off                            (361)      (356)
Provision for loan losses                         412        435
                                                -----      -----

Balance at end of period                        $ 844      $ 793
                                                =====      =====
</TABLE>

<TABLE>
<CAPTION>
Ratios:                                                                        2003           2002
                                                                               ----           ----
<S>                                                                           <C>            <C>
Net loans charged-off to average loans                                          0.54%         0.59%
Net loans charged-off to total loans at end of period                           0.47          0.58
Allowance for loan losses to average loans                                      1.26          1.32
Allowance for loan losses to total loans at end of period                       1.11          1.29
Net loans charged-off to allowance for loan losses at end of period            42.78         44.81
Net loans charged-off to provision for loan losses                             87.66         81.76
Allowance for loan losses to nonperforming loans (1)                          115.34         84.91
</TABLE>

(1)      Nonperforming loans consist of nonaccrual loans, loans past due 90 days
         or more and still accruing interest, and impaired loans.

The following schedule is a breakdown of the allowance for loan losses allocated
by type of loan.

<TABLE>
<CAPTION>
                                   Percentage of                  Percentage of
                                   Loans in Each                  Loans in Each
                    Allowance       Category to    Allowance        Category to
                     Amount         Total Loans      Amount        Total Loans
                     ------         -----------      ------        -----------
                        December 31, 2003              December 31, 2002
                        -----------------              -----------------
<S>                 <C>            <C>             <C>            <C>
Commercial          $ 63,600            13.21%     $ 45,455            13.59%
Real Estate           44,583            55.15        86,179            47.02
Installment          515,910            30.57       494,160            38.01
Credit Cards          40,216             1.03        42,484             1.30
Other                     --             0.04            --             0.08
Unallocated          179,865              N/A       125,040              N/A
                    --------           ------      --------           ------

Total               $844,174           100.00%     $793,318           100.00%
                    ========           ======      ========           ======
</TABLE>

                                   (Continued)

                                       27
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               Annual Report 2003

NONINTEREST INCOME

Noninterest income increased from $724,000 in 2002 to $783,000 in 2003, a
$59,000, or 8.18% increase. Most of this increase came from gains on sales of
securities which increased $40,000 in 2003. Since loan growth outpaced funding
growth in 2003, it was necessary to take excess liquidity from the investment
portfolio. The need to free up this liquidity along with historically low
interest rates facilitated these gains from the sales of securities. The
increase in the other components of noninterest income was the result of normal
growth since no new products or service fees were introduced in 2003.

NONINTEREST EXPENSE

Noninterest expense increased $435,000, or 15.09%, in 2003 as compared to the
previous year. Contributing to higher noninterest expenses were increases in
salaries and employee benefits of $323,000, or 23.25%, an increase in occupancy
and equipment expense of $62,000, or 12.02%, and increase in loan collection
costs of $33,000, or 30.63%. The increase in salaries and employee benefits is
the result of higher supplemental retirement expense accruals, the addition of
two loan officers and two other middle management positions, and increased
health care costs. The increase in occupancy and equipment expenses is due to
the replacement of the main frame computer system that handles all core
processing functions and software and hardware additions relating to a new data
imaging system. The increase in loan collection costs is the result of a higher
number of personal bankruptcy filings and commercial loan collections, both of
which resulted in higher attorney fees. In general, all other increases in
noninterest expenses are the direct result of the Bank's asset growth and
expanded operations with the exception of professional fees. Professional fees
decreased $21,000, or 15.04%, due to the addition of middle management positions
that has resulted in less outsourcing of activities and less professional
consultation.

FINANCIAL CONDITION

TOTAL ASSETS

Total assets grew from $104,733,000 on December 31, 2002 to $110,862,000 on
December 31, 2003, a $6,129,000, or 5.85% increase. Most of the growth came from
a $14,813,000, or 24.47% increase in loans. This growth was funded by a net
increase in deposits, federal funds purchased and borrowings of $5,457,000, or
5.82%, a decrease in the securities portfolio of $5,444,000, or 16.77%, and a
decrease in cash and cash equivalents of $3,638,000, or 48.94%.

LOANS

Total net loans increased 24.47% from $60,545,000 on December 31, 2002 to
$75,358,000 on December 31, 2003. Real estate loans increased $13,167,000, or
46.06%, commercial loans increased $1,739,000, or 21.05%, and installment loans
increased $40,000, or 0.17%. The increase in real estate loans was the result of
a new loan officer who primarily originates commercial real estate loans and the
continued success of traditional residential loan products. The increase in
commercial loans was the result of an additional new loan officer who works with
commercial loans and assists in loan department management. All other
fluctuations in loan makeup were normal in nature and are reflective of general
market conditions in 2003.

                                  (Continued)

                                       28
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               Annual Report 2003

The Corporation's loan portfolio consists primarily of commercial, installment
loans (loans to individual consumers for automobile, family and other personal
expenses) and real estate loans. These categories accounted for approximately
13%, 31%, and 55% of the Corporation's total loan portfolio on December 31,
2003. The Corporation's present policy regarding diversity in the loan portfolio
is based on local economic conditions, competitive forces, supply of funds and
indicators in order to optimize income.

With certain exceptions, the Bank is permitted under applicable law to make
loans to individual borrowers in aggregate amounts of up to 15% of the Bank's
total capital. As of December 31, 2003, the lending limit for the Bank was
approximately $1,406,000. The Bank would sell participations in its loans where
necessary to stay within legal lending limits.

The following is a schedule of contractual maturities of fixed and variable rate
loans, rounded to the nearest thousand, as of December 31, 2003.

(In thousands)

<TABLE>
<CAPTION>
                                  One          One
                                  Year       Through     After Five
                                 or Less    Five Years     Years        Total
                                 -------    ----------     -----        -----
<S>                            <C>          <C>          <C>          <C>
REAL ESTATE
   Fixed Rate                  $      739   $    1,777   $    2,526   $    5,042
   Variable Rate                    2,935        3,277       30,501       36,713
                               ----------   ----------   ----------   ----------
   Total Real Estate                3,674        5,054       33,027       41,755

COMMERCIAL
   Fixed Rate                         341        2,745           23        3,109
   Variable Rate                    2,668          745        3,478        6,891
                               ----------   ----------   ----------   ----------
   Total Commercial                 3,009        3,490        3,501       10,000

INSTALLMENT
   Fixed Rate                         731       19,610        2,609       22,950
   Variable Rate                      118           80           --          198
                               ----------   ----------   ----------   ----------
   Total Installment                  849       19,690        2,609       23,148

CREDIT CARDS
   Fixed Rate                          --           --           --           --
   Variable Rate                      778           --           --           --
                               ----------   ----------   ----------   ----------
   Total Credit Card                  778           --           --          778

OTHER
   Fixed Rate                          --           --           --           --
   Variable Rate                       32           --           --           32
                               ----------   ----------   ----------   ----------
   Total Other                         32           --           --           32
                               ----------   ----------   ----------   ----------

TOTAL ALL LOANS                $    8,342   $   28,234   $   39,137   $   75,713
                               ==========   ==========   ==========   ==========

   FIXED RATE                  $    1,811   $   24,132   $    5,158   $   31,101
   VARIABLE                         6,531        4,102       33,979       44,612
</TABLE>

                                   (Continued)

                                       29
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               Annual Report 2003

SECURITIES

In order to maintain appropriate assets to meet the Corporation's liquidity
needs, asset/liability management requirements, and as a general source of
income, the Corporation purchases debt or fixed income securities. To aid in
liquidity and risk management, the Corporation reclassified all securities from
held to maturity to available for sale on August 31, 2003. Securities with a
carrying value of $8,202,000 and unrealized gains of $79,000 were reclassified
to available for sale. Management expects that all securities purchased in the
future will be classified as available for sale.

Total securities decreased $5,444,000, or 16.77%. The major categories of
securities at year-end 2003 were U.S. Treasury securities, U.S. government and
federal agency securities, mortgage-backed securities, state and municipal
securities, and corporate debt securities which represented 0.40%, 32.17%,
26.81%, 33.64%, and 5.08% of the total portfolio. The decrease in securities was
due to sales and repayments of securities where excess cash was used to fund
loan demand.

The following tables summarize the amounts and distribution of the Corporation's
securities and the weighted average yields as of December 31, 2003 and 2002.

<TABLE>
<CAPTION>
                                                   2003                                2002
                                    ---------------------------------    ---------------------------------
                                    Amortized     Fair       Average     Amortized     Fair      Average
                                      Cost        Value       Yield        Cost        Value      Yield
                                      ----        -----       -----        ----        -----      -----
                                                            (Dollars in thousands)
<S>                                 <C>         <C>          <C>         <C>         <C>         <C>
AVAILABLE FOR SALE
U.S. TREASURY:
    Over 5 years through 10 years   $     101   $     108     4.88%      $     101   $     109    4.88%
                                    ---------   ---------                ---------   ---------
        TOTAL U.S. TREASURY               101         108     4.88             101         109    4.88

U.S. GOVERNMENT AND
  FEDERAL AGENCIES:
    Less than one year                    254         263     5.60           1,984       2,016    4.28
    Over 1 year through 5 years         5,194       5,243     3.85           2,515       2,615    5.65
    Over 5 years through 10 years       3,238       3,187     4.94           3,274       3,332    5.60
    Over 10 years                          --          --                      203         202    6.15
                                    ---------   ---------                ---------   ---------
    TOTAL U.S. GOVERNMENT AND
      FEDERAL AGENCIES                  8,686       8,693     4.31           7,976       8,165    5.30

CORPORATE DEBT SECURITIES:
    Less than one year                    809         814     3.29             654         653    2.85
    Over 1 year through 5 years           557         558     3.37             799         792    4.36
                                    ---------   ---------                ---------   ---------
    TOTAL CORPORATE SECURITIES          1,366       1,372     3.32           1,453       1,445    3.68

STATE AND MUNICIPAL
    Less than one year                    200         200     1.25              --          --
    Over 1 year through 5 years           899         946     4.27              --          --
    Over 5 years through 10 years       3,137       3,210     3.75              --          --
    Over 10 years                       4,600       4,734     4.73              --          --
                                    ---------   ---------                ---------   ---------
    TOTAL STATE AND MUNICIPAL           8,836       9,090     4.26              --          --

MORTGAGE-BACKED SECURITIES              7,194       7,243     3.82          16,229      16,459    4.43
OTHER SECURITIES                          514         514     4.36             494         494    3.88
                                    ---------   ---------                ---------   ---------

TOTAL SECURITIES
  AVAILABLE FOR SALE                $  26,697   $  27,020     4.11%      $  26,253   $  26,672    4.64%
                                    =========    ========                =========   =========
</TABLE>

                                   (Continued)

                                       30
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               Annual Report 2003

<TABLE>
<CAPTION>
                                                    2003                                   2002
                                    ------------------------------------   ----------------------------------
                                    Amortized      Fair        Average      Amortized      Fair       Average
                                      Cost         Value        Yield         Cost         Value       Yield
                                      ----         -----        -----         ----         -----       -----
<S>                                 <C>          <C>           <C>         <C>          <C>           <C>
HELD TO MATURITY
STATES AND MUNICIPALS
    Less than one year              $       --   $       --                $      250   $      251      2.40%
    Over 1 year through 5 years             --           --                       134          145      5.23
    Over 5 years through 10 years           --           --                     1,717        1,817      4.91
    Over 10 years                           --           --                     3,692        3,804      4.95
                                    ----------   ----------                ----------   ----------

        TOTAL HELD TO MATURITY      $       --   $       --                $    5,793   $    6,017      4.83%
                                    ==========   ==========                ==========   ==========
</TABLE>

The weighted average interest rates are based on coupon rates for securities
purchased at par value and on effective interest rates considering amortization
or accretion if the securities were purchased at a premium or discount. The
weighted average yield on tax-exempt obligations has not been determined on a
tax equivalent basis. Other securities consist of Federal Home Loan Bank and
Great Lakes Bankers' Bank stock that bear no stated maturities. Available for
sale yields are based on amortized cost balances.

FUNDING

Deposits are the Corporation's primary source of funds. The Corporation can
obtain additional funds when needed through the overnight purchase of federal
funds, obtaining advances from the Federal Home Loan Bank, or through a
$1,500,000 open-end line of credit with a large national bank. At times, when
the Corporation has more funds than it needs for adequate liquidity, it
increases investment in securities, sells federal funds to other financial
institutions or places funds in short-term certificates of deposit with other
financial institutions. The distribution of the Corporation's deposits and
borrowings in terms of maturity and applicable interest rates is a primary
determinant of the Corporation's cost of funds. Most accounts are not subject to
interest rate limitations and, therefore, tend to reflect current market rates
of interest available to depositors at a given time. At December 31, 2003, the
aggregate amount of interest-bearing deposits and interest bearing borrowings
was 91.52% of the total source of funds. The Corporation does not have any
foreign deposits, nor does it have any material concentration of deposits.

Total deposits increased $2,118,000, a 2.49% increase. Deposit growth is less
than experienced in previous years and is the result of general market
conditions. According to the Summary of Deposits data, as published by the FDIC,
the Marion county deposit base is only growing at 1.51% annual rate as of June
30, 2003. All fluctuations in the makeup of total deposits from 2002 to 2003
were relatively small in nature and due to customer needs. For further
information on deposit types and maturities of time deposits see Note 5 of the
2003 consolidated financial statements.

Other borrowings increased $3,340,000 from year-end 2002 to 2003. At year-end
2003, federal funds purchased made up 10% and Federal Home Loan Bank borrowings
made up 90% of total other borrowings. The additions to other borrowed money in
2003 were used to lengthen duration of total funding and to help fund the higher
than normal loan growth. For more information to these borrowings see Note 6 of
the 2003 consolidated financial statements.

ASSET/LIABILITY MANAGEMENT

Asset/liability management includes gap measurement that determines, over
various time periods, interest-earning assets and interest-bearing liabilities
which are due to reprice at current market rates. A financial institution will
have a negative interest rate sensitivity gap for a given period of time if the
amount of its interest-bearing liabilities

                                   (Continued)

                                       31
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               Annual Report 2003

maturing or repricing within that period is greater than the total of the
interest-earning assets maturing or repricing within the same period. When
interest rates increase, financial institutions with a negative interest rate
sensitivity gap will be more likely to experience increases in the cost of their
liabilities faster than the corresponding yields generated by their earning
assets. Following the same concept, as interest rates decrease, the cost of
funds of financial institutions with a negative interest-rate sensitivity gap
usually will decrease more rapidly than the yields on the earning assets. As a
general rule, the same changes in interest rates will usually have the opposite
effect on financial institutions structured with a positive interest-rate
sensitivity gap.

The following table presents the amounts of interest-earning assets and
interest-bearing liabilities outstanding at December 31, 2003, which are
scheduled to reprice or mature in each of the indicated time periods. Except as
noted, the amount of assets and liabilities that reprice or mature during a
particular period were calculated in relation to the actual contractual terms of
the asset or liability. Because of this limitation, certain assets and
liabilities depicted as maturing or repricing within a specific period may in
fact mature or reprice at other times and at different volumes.

Interest Rate Sensitivity Gap as of December 31, 2003 (in thousands)

<TABLE>
<CAPTION>
                                                                     One          Over
                                       0-3           3-12          Through        Five
                                     Months         Months       Five Years       Years         Total
                                     ------         ------       ----------       -----         -----
<S>                                <C>            <C>            <C>            <C>           <C>
Assets
      Loans (1)                    $   10,105     $    8,939     $   44,607     $   12,062    $   75,713
      Securities (2)                    1,353          3,002         11,272         11,393        27,020
      Interest-earning deposits           705            486             --             --         1,191
      Federal funds sold                   --             --             --             --            --
                                   ----------     ----------     ----------     ----------    ----------

Rate sensitive assets (RSA)            12,163         12,427         55,879         23,455       103,924

Liabilities
      Interest-bearing demand          23,469             --             --             --        23,469
      Savings                          15,223             --             --             --        15,223
      Time deposits                     4,748         10,953         24,150             44        39,895
      Federal funds purchased           1,248             --             --             --         1,248
      Other borrowings                     77          2,538          7,335          1,070        11,020
                                   ----------     ----------     ----------     ----------    ----------

Rate sensitive liabilities (RSL)       44,765         13,491         31,485          1,114        90,855
                                   ----------     ----------     ----------     ----------    ----------

Period gap (3)                     $  (32,602)    $   (1,064)    $   24,394     $   22,341    $   13,069
                                   ==========     ==========     ==========     ==========    ==========

Cumulative gap                     $  (32,602)    $  (33,666)    $   (9,272)    $   13,069
                                   ==========     ==========     ==========     ==========

Percentage of RSA                      (31.37)%       (32.39)%        (8.92)%        12.58%
                                   ==========     ==========     ==========     ==========
</TABLE>

(1)   Loans are assumed to adjust based on their contractual terms, with no
      assumptions as to prepayments. Loans are presented gross and do not
      include net deferred loan costs and the allowance for loan losses.

(2)   Securities are assumed to adjust based on their expected life. Maturities
      may be shortened due to early calls or faster prepayment speeds based on
      interest rates that existed at year-end. Securities also include Federal
      Home Loan Bank stock and Great Lakes Bankers' Bank stock that have no
      stated maturities and have been included in the over five years category.

(3)   Gap is defined as rate sensitive assets less rate sensitive liabilities
      and may be expressed in dollars or as a percentage.

                                   (Continued)

                                       32
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               Annual Report 2003

Another tool used for asset/liability management is interest rate shock
simulation. These simulations attempt to measure the effect on the Corporation's
net interest income that a parallel change in interest rates could have. The
simulation is dependent on a significant amount of data related to the
Corporation's interest-earning assets and interest-bearing liabilities
portfolios and numerous assumptions. Since the assumptions used in this
simulation are based on market projections and are continuously revised and
updated, the results should not be relied upon as being indicative of actual
results. Instead, the results are compared over a period of time and represent a
general level of exposure of the Corporation to interest rate fluctuations.
Below are the summary results of the potential change in net interest income as
the result of a parallel change in interest rates up and down 100 and 200 basis
points. Board approved asset/liability guidelines set a maximum percentage
change of 5% and 10% for a 100 basis point and a 200 basis point shift in rates.

<TABLE>
<CAPTION>
                             Year-end 2003   Year-end 2003     Year-end 2002     Year-end 2002
                              Projections      % Change         Projections        % Change
                              -----------      --------         -----------        --------
<S>                          <C>             <C>               <C>               <C>
1-year Net Interest Income
+200 Basis points            $   4,231,000       (6.0)%        $   3,890,000         (7.0)%
+100 Basis points                4,366,000       (3.0)%            4,095,000         (2.1)%
Base case                        4,501,000        0.0%             4,181,000          0.0%
-100 Basis points                4,604,000        2.3%             4,225,000          1.0%
-200 Basis points                4,603,000        2.3%             4,344,000          3.9%
</TABLE>

CAPITAL RESOURCES

Shareholders' equity totaled $10,219,000 on December 31, 2002 compared to
$10,860,000 on December 31, 2003. At December 31, 2002 and December 31, 2003,
the ratio of shareholders' equity to assets was 9.76% and 9.80%.

Under "Prompt Corrective Action" regulations that impact the Bank, the FDIC has
defined five categories of capitalization (well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized and critically
under capitalized). The Bank meets the "well capitalized" definition which
requires a total risk-based capital ratio of at least 10%, a Tier 1 risk-based
ratio of at least 6%, and a leverage ratio of at least 5%. For further
discussion of capital ratios, capital resources, and events that could affect
the Company's ability to pay dividends, see Note 12 of the 2003 consolidated
financial statements.

LIQUIDITY

Liquidity management focuses on the Corporation's ability to have funds
available to meet the loan and depository transaction needs of its customers and
the Corporation's other financial commitments. Cash and cash equivalent assets
totaled $7,433,000 at year-end 2002 and $3,795,000 at year-end 2003. These
assets provide the primary source of funds for loan demand and deposit balance
fluctuations. Additional sources of liquidity are securities classified as
available for sale, access to Federal Home Loan Bank advances, agreements with
correspondent banks for buying and selling Federal Funds, and accepting time
deposits from out-of-market investors. The fair value of securities classified
as available for sale was $26,672,000 and $27,020,000 as of December 31, 2002
and December 31, 2003. The Corporation has approximately $2,386,000 and
$1,500,000 available as a line of credit with the Federal Home Loan Bank and
Huntington National Bank at year-end 2003.

An additional measure of liquidity is the amount of loans carried in relation to
total deposits. Lower ratios can indicate greater liquidity. Management's goal
is to maintain a loan to deposit ratio below 90%, but great enough to maximize
the earnings potential of the Corporation while maintaining adequate liquidity
levels. The net loan to deposit ratio on December 31, 2003 was 86.61%, up from
71.32% on December 31, 2002. For a detailed analysis of Corporation's sources
and uses of cash, refer to the 2003 Consolidated Statements of Cash Flows.

                                   (Continued)

                                       33
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               Annual Report 2003

IMPACT OF INFLATION

The Corporation's balance sheet is typical of financial institutions and
reflects a net positive monetary position whereby monetary assets exceed
monetary liabilities. Monetary assets and liabilities are those which can be
converted to a fixed number of dollars and include cash assets, securities,
loans, money market instruments, deposits and borrowed funds.

During periods of inflation, a net positive monetary position may result in an
overall decline in purchasing power of an entity. No clear evidence exists of a
relationship between the purchasing power of an entity's net positive monetary
position and its future earnings. Moreover, the Corporation's ability to
preserve the purchasing power of its net positive monetary position will be
partly influenced by the effectiveness of its asset/liability management
program. Management does not believe that the effect of inflation on its
nonmonetary assets (primarily bank premises and equipment) is material as such
assets are not held for resale and significant disposals are not anticipated.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The common stock of the Corporation trades infrequently and is not traded on any
established securities market. Parties interested in buying or selling the
Corporation's stock are generally referred to Community Banc Investments, New
Concord, Ohio (CBI) 1-800-224-1013.

For 2003 and 2002, bid and ask quotations were obtained from CBI, which handles
a limited amount of the Corporation's stock transactions. The quotations are
inter-dealer prices, without retail markup, markdown or commission and may not
represent actual transactions.

<TABLE>
<CAPTION>
           Low Bid    High Bid   Low Ask    High Ask
           -------    --------   -------    --------
<S>        <C>        <C>        <C>        <C>
2003

1st Qtr.   $  69.00   $  69.00   $  72.00   $  72.00
2nd Qtr.      69.00      72.00      72.00      75.00
3rd Qtr.      72.00      72.00      75.00      75.00
4th Qtr.      72.00      77.00      75.00      80.00

2002

1st Qtr.   $  62.00   $  62.00   $  64.00   $  64.00
2nd Qtr.      62.00      64.00      64.00      64.00
3rd Qtr.      64.00      66.00      67.00      69.00
4th Qtr.      66.00      69.00      69.00      72.00
</TABLE>

Management does not have knowledge of the prices paid in all transactions and
has not verified the accuracy of those prices that have been reported. Because
of the lack of an established market for the Corporation's stock, these prices
may not reflect the prices at which the stock would trade in an active market.

The Corporation has 500,000 authorized and 190,000 outstanding shares of common
stock held by approximately 532 shareholders as of December 31, 2003. The
Corporation paid cash dividends of $0.40 and $0.30 per share in June and
December of 2003 and 2002, resulting in a total amount of $0.80 and $0.60 per
share in 2003 and 2002.

                                       34
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                               BOARD OF DIRECTORS
                               Annual Report 2003

                             BOARD OF DIRECTORS (1)

Fred K. White - Chairman.............    Retired, Division Manager,
                                         Ohio Edison
                                         Real Estate Sales,
                                         HER Kinney Properties
                                         Marion, Ohio

Gary E. Pendleton....................    President and CEO,
                                         The Marion Bank
                                         Marion, Ohio

Samuel J. Birnbaum...................    Retired director of Real Estate,
                                         Lodgekeeper, Inc.
                                         Prospect, Ohio

Lois J. Fisher.......................    Real Estate Developer
                                         Marion, Ohio

Theodore L. Graham...................    Managing Partner, Graham
                                         Investment Co.
                                         Marion, Ohio

Lloyd L. Johnston....................    Chairman of the Board, Johnston Supply
                                         Company
                                         Marion, Ohio

F. Winton Lackey.....................    Single Source Packaging, Vice Chairman
                                         Marion, Ohio

Thurman R. Mathews...................    Owner, Mathews-Kennedy Ford/
                                         Lincoln Mercury
                                         Marion, Ohio

Peter B. Miller......................    Owner, Pete Miller, Inc.
                                         Marion, Ohio

John D. Owens........................    Retired Owner, Owens Electric
                                         Marion, Ohio

(1)   All are Directors of Ohio State Bancshares, Inc. and The Marion Bank

                                       35
<PAGE>

                           OHIO STATE BANCSHARES, INC.
                               EXECUTIVE OFFICERS
                               Annual Report 2003

OHIO STATE BANCSHARES, INC.

EXECUTIVE OFFICERS

Fred K. White, Chairman of the Board
Gary E. Pendleton, President and Treasurer
Cynthia L. Sparling, Secretary
Todd M. Wanner, Chief Financial Officer

THE MARION BANK

EXECUTIVE OFFICERS

Gary E. Pendleton, President and Chief Executive Officer
Steven M. Strine, Senior Vice President and Chief Lending Officer
Cynthia L. Sparling, Senior Vice President and Chief Operations Officer
Todd M. Wanner, Senior Vice President and Chief Financial Officer

TRANSFER AGENT, REGISTRAR & DIVIDEND DISBURSING AGENT

The Marion Bank
111 South Main Street
Marion, Ohio  43302
(740) 387-2265

ANNUAL MEETING

The annual shareholders' meeting will be held April 15, 2004, at 5 p.m. in the
main office of The Marion Bank, 111 South Main Street, Marion, Ohio.

FORM 10-KSB

A copy of Ohio State Bancshares, Inc.'s 2003 annual report on Form 10-KSB filed
with the Securities and Exchange Commission is available upon written request to
shareholders without charge. To obtain a copy, direct your written request to
Todd M. Wanner, 111 South Main Street, Marion, Ohio 43302.

                                       36