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

FORM 10-K



|[ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
            ACT OF 1934
|----------------------------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2000



|[    ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934
|---------------------------------------------------------------------------------------------------------------

For the transition period from ____________ to ____________

Commission file number 0-24120

WESTERN OHIO FINANCIAL CORPORATION
(Name of registrant in its charter)

|                                                                               |  |                                                
|------------------------------------------------------------------------------ |  | -----------------------------------------------
|DELAWARE
(State or other jurisdiction of incorporation or organization)        |  | 31-1403116
(I.R.S. Employer Identification No.)
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|28 East Main Street
Springfield, Ohio
(Address of principal executive offices) |  | 45501-0509
(Zip Code)                          

Registrants telephone number, including area code: (937) 325-4683

Securities Registered Pursuant to Section 12(b) of the Act:

None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, par value $.01 per share
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days. YES [X]. NO[   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]

At March 1, 2001, the aggregate market value of voting stock held by
nonaffiliates of the registrant, based on a share price of $18.50 per share
(such price being the average of the bid and asked prices on such date) was
$33.4 million.

At March 1, 2001, there were issued and outstanding 1,803,234 shares of the
Registrants Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Parts II and IV of Form 10-K Portions of the Annual Report to Shareholders
for the fiscal year ended December 31, 2000.

Part III of Form 10-K Portions of the Proxy Statement for Annual Meeting of
Shareholders.



---



FORWARD-LOOKING STATEMENTS

Western Ohio Financial Corporation (the Company), and its wholly-owned
subsidiary, Cornerstone Bank, may from time to time make written or oral
forward-looking statements, including statements contained in its filings
with the Securities and Exchange Commission. These forward-looking statements
may be included in this Annual Report on Form 10-K and the exhibits attached to
it, in the Companys reports to shareholders and in other communications, which
are made in good faith by us pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.

These forward-looking statements include statements about our beliefs, plans,
objectives, goals, expectations, anticipations, estimates and intentions, that
are subject to significant risks and uncertainties, and are subject to change
based on various factors, some of which are beyond our control. The words
may, could, should, would, believe, anticipate, estimate,
expect, intend, plan and similar expressions are intended to identify
forward-looking statements. The following factors, among others, could cause
our financial performance to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in the forward-looking
statements:



| |  |  | the strength of the United States economy in general and the
strength of the local economies in which we conduct operations;                                                                                                                  
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the effects of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the Federal Reserve
Board;                                                                                                  
|
| |  |  | inflation, interest rate, market and monetary fluctuations;                                                                                                                                                                                   
|
| |  |  | the timely development of and acceptance of our new products and
services and the perceived overall value of these products and services
by users, including the features, pricing and quality compared to
competitors products and services;
|
| |  |  | the willingness of users to substitute our products and services
for products and services of our competitors;                                                                                                                                
|
| |  |  | our success in gaining regulatory approval of our products and
services, when required;                                                                                                                                                       
|
| |  |  | the impact of changes in financial services laws and regulations
(including laws concerning taxes, banking, securities and insurance);                                                                                                       
|
| |  |  | the impact of technological changes;                                                                                                                                                                                                          
|
| |  |  | acquisitions;                                                                                                                                                                                                                                 
|
| |  |  | changes in consumer spending and saving habits; and,                                                                                                                                                                                          
|
| |  |  | our success at managing the risks involved in the foregoing.                                                                                                                                                                                  

The list of important factors stated above is not exclusive. We do not
undertake, and expressly disclaim any obligation, to update any forward-looking
statement, whether written or oral, that may be made from time to time by or on
behalf of the Company or Cornerstone Bank.

2.



---



PART I

ITEM 1.  BUSINESS

General

Western Ohio Financial Corporation (the Company), a Delaware corporation, was
organized in March 1994 for the purpose of becoming a savings and loan holding
company. During fiscal 1997, the Company owned all of the outstanding stock of
Springfield Federal Savings Bank (Springfield), Mayflower Federal Savings
Bank (Mayflower) and Seven Hills Savings Association (Seven Hills)
(collectively, the Banks). During fiscal 1997, the Company combined these
three institutions into one institution under the name Cornerstone Bank (the
Bank).

The Company is subject to supervision by the Office of Thrift Supervision,
Department of Treasury (OTS) and the Bank is subject to comprehensive
regulation, examination and supervision by the OTS and by the Federal Deposit
Insurance Corporation (FDIC). The Bank is a member of the Federal Home Loan
Bank (FHLB) system and its deposits are backed by the full faith and credit
of the United States Government and are insured up to applicable limits by the
FDIC.

The Company serves its customers through its main office in Springfield, Ohio
and five branch offices in Enon, New Carlisle, Springfield, Yellow Springs and
Beavercreek. Additionally, the Company has purchased property and received OTS
approval to open a sixth branch office in Centerville, Ohio. The Company
anticipates opening the branch during the summer of 2001. At December 31,
2000, the Company had total assets of $352.6 million, deposits of $208.3
million and shareholders equity of $41.8 million, or 11.9% of total assets.
The Corporations common stock is traded on the Nasdaq National Market under
the symbol WOFC.

The Company has been, and intends to continue to be, a community-oriented
savings and loan holding company offering a variety of financial services to
meet the needs of the communities it serves. The principal business of the
Company consists of attracting retail deposits from the general public and
investing those funds primarily in one- to four family residential real estate,
commercial and multi-family real estate, construction loans and consumer and
commercial business loans, all primarily within the Companys market areas.

The executive offices of the Company are located at 28 East Main Street,
Springfield, Ohio 45501-0509, and the telephone number at that address is (937)
325-4683.

The Companys primary market area consists of Clark and Greene counties and
portions of contiguous counties. Located in west-central Ohio, Clark countys
economic environment consists of a traditional industrial base supplemented by
the service and support industries, and its close proximity to a major U.S.
military installation, Wright Patterson Air Force Base. International Truck
Manufacturers is the largest industrial employer in the county. Its Clark
county operations have provided stable employment for the area over the last
several decades. The Community Hospital and Clark State Community College are
also two major employers in the area. In 2000, Clark county had an
unemployment rate of 3.9% as compared to the State of Ohio at 4.1% and the
United States at 4.1%. The unemployment rate in Clark county increased to 4.5%
in 2000 as compared with 3.5% for the State of Ohio and 4.0% for the United
States.

The population of Clark county has maintained steady growth in recent years
with total population increasing to approximately 149,500 in 2000 and projected
growth to 151,800 by the year 2015. For 2000, Clark Countys average housing
value was approximately $75,000. In the event that real estate prices in Ohio
or the market area substantially weaken or economic conditions decline, the
Company may be adversely affected.

3.



---



Lending Activities

General

The Company primarily focuses its lending activities on the origination of
loans secured by first mortgages on owner-occupied, one-to-four family real
estate, commercial and multi-family real estate and construction loans, home
equity and commercial business loans in its market area. At December 31, 2000,
the Companys net loan portfolio, including loans held for sale, totaled $283.6
million. At December 31, 2000, the Companys gross loan portfolio, excluding
loans held for sale, totaled $288.0 million, of which $178.1 million, or 61.8%,
was comprised of permanent loans secured by one-to-four family real estate.

The aggregate amount of loans that the Bank is permitted to make under
applicable federal regulations to any one borrower, including related entities,
or the aggregate amount that the Bank could have invested in any one real
estate project, is generally the greater of 15% of unimpaired capital and
surplus or $500,000. See Regulation Federal Regulation of Savings
Institutions. At December 31, 2000, the maximum amount that the Bank could
have loaned to any one borrower and the borrowers related entities was $5.9
million. At December 31, 2000, the Banks did not have any loans outstanding in
excess of such limitation. The largest principal balance and commitment to
lend to any one borrower, or group of related borrowers, at the Bank was $5.2
million secured by a first mortgage on a nonresidential real estate property
and business assets. In addition, three borrowers had a combined principal and
commitment outstanding of $12.7 million at December 31, 2000. The first
borrowers outstanding credit is secured by a first mortgage on nonresidential
real estate property and assignment of rents and leases. The second borrowers
outstanding credit is secured by a first mortgage on a hotel property and
business assets. The third borrowers outstanding credit is secured by a first
mortgage on nonresidential real estate property, a first mortgage on
residential property and business assets. Each of these loans are performing
in accordance with their terms.

Management always reserves the right to change its emphasis on the amount or
type of lending in which the Company engages to adjust to market or other
factors, including changes in the Companys asset/ liability management
policies.

4.



---



Loan Portfolio Composition

The following information reflects the composition of the Companys loan
portfolio, excluding loans held for sale, in dollar amounts and in percentages
(before deductions for loans in process, deferred fees and discounts and
allowance for losses) as of the dates indicated.

|                   |                             |                             |   |         |         |         |  |                        |        |         |   |         |         |         |  |        |        |         |   |              |         |         |  |       |        |   |   |         |         |  |  |       |        |   |   |         |         |  |  |       |        |  
|------------------ | --------------------------- | --------------------------- | - | ------- | ------- | ------- |  | ---------------------- | ------ | ------- | - | ------- | ------- | ------- |  | ------ | ------ | ------- | - | ------------ | ------- | ------- |  | ----- | ------ | - | - | ------- | ------- |  |  | ----- | ------ | - | - | ------- | ------- |  |  | ----- | ------ | -
|                   |                             |                             |   |         |         |         |  |                        |        |         |   |         |         |         |  |        |        |         |   | December 31,
|                   |                             |                             |   |        
|                   |                             |                             |   | 2000    |         | 1999    |  | 1998                   |        | 1997    |   | 1996   
|                   |                             |                             |   |         |         |         |  |                        |        |         |   |        
|                   |                             |                             |   | Amount  |         | Percent |  | Amount                 |        | Percent |   | Amount  |         | Percent |  | Amount |        | Percent |   | Amount       |         | Percent
|                   |                             |                             |   |         |         |         |  |                        |        |         |   |         |         |         |  |        |        |         |   |              |         |        
|                   |                             |                             |   |         |         |         |  | (Dollars in Thousands)
|Real Estate Loans:
|                  
|                  
|                  
|                  
|                   | One-to-four family          |                             | $ | 178,106 |         |         |  | 61.85                  | %      |         | $ | 178,304 |         |         |  | 68.01  | %      |         | $ | 177,109      |         |         |  | 74.87 | %      |   | $ | 224,289 |         |  |  | 79.10 | %      |   | $ | 242,600 |         |  |  | 82.21 | %     
|                  
|                  
|                  
|                  
|                   | Multi-family                |                             |   | 29,610  |         |         |  | 10.28                  |        |         |   | 30,233  |         |         |  | 11.53  |        |         |   | 12,422       |         |         |  | 5.25  |        |   |   | 11,247  |         |  |  | 3.97  |        |   |   | 12,476  |         |  |  | 4.23  |       
|                  
|                  
|                  
|                  
|                   | Commercial real estate      |                             |   | 38,309  |         |         |  | 13.31                  |        |         |   | 22,339  |         |         |  | 8.52   |        |         |   | 20,675       |         |         |  | 8.74  |        |   |   | 21,583  |         |  |  | 7.61  |        |   |   | 20,531  |         |  |  | 6.96  |       
|                  
|                  
|                  
|                  
|                   | Construction                |                             |   | 8,476   |         |         |  | 2.94                   |        |         |   | 6,923   |         |         |  | 2.64   |        |         |   | 3,908        |         |         |  | 1.65  |        |   |   | 7,275   |         |  |  | 2.57  |        |   |   | 10,965  |         |  |  | 3.71  |       
|                   |                             |                             |   |         |         |         |  |                        |        |         |   |         |         |         |  |        |        |         |   |              |         |         |  |       |        |   |   |         |         |  |  |       |        |   |   |         |         |  |  |      
|                   |                             | Total real estate loans     |   |         | 254,501 |         |  |                        | 88.38  |         |   |         | 237,799 |         |  |        | 90.70  |         |   |              | 214,114 |         |  |       | 90.51  |   |   |         | 264,394 |  |  |       | 93.25  |   |   |         | 286,572 |  |  |       | 97.11  |  
|                   |                             |                             |   |         |         |         |  |                        |        |         |   |         |         |         |  |        |        |         |   |              |         |         |  |       |        |   |   |         |         |  |  |       |        |   |   |         |         |  |  |      
|Other Loans:      
|                  
|                  
|                  
|                  
|                   | Consumer Loans:            
|                  
|                  
|                  
|                  
|                   |                             | Home equity                 |   |         | 17,766  |         |  |                        | 6.17   |         |   |         | 15,369  |         |  |        | 5.86   |         |   |              | 10,054  |         |  |       | 4.25   |   |   |         | 6,906   |  |  |       | 2.43   |   |   |         | 2,188   |  |  |       | 0.74   |  
|                  
|                  
|                  
|                  
|                   |                             | Deposit account             |   |         | 85      |         |  |                        | .03    |         |   |         | 146     |         |  |        | .06    |         |   |              | 257     |         |  |       | .11    |   |   |         | 485     |  |  |       | .17    |   |   |         | 384     |  |  |       | 0.13   |  
|                  
|                  
|                  
|                  
|                   |                             | Home improvement            |   |         |        |         |  |                        |       |         |   |         |        |         |  |        |       |         |   |              | 15      |         |  |       |       |   |   |         | 18      |  |  |       |       |   |   |         | 31      |  |  |       | .01    |  
|                  
|                  
|                  
|                  
|                   |                             | Other secured               |   |         | 957     |         |  |                        | .33    |         |   |         | 1,664   |         |  |        | .64    |         |   |              | 3,173   |         |  |       | 1.34   |   |   |         | 5,374   |  |  |       | 1.90   |   |   |         | 3,689   |  |  |       | 1.25   |  
|                  
|                  
|                  
|                  
|                   |                             | Other                       |   |         | 566     |         |  |                        | .20    |         |   |         | 1,679   |         |  |        | .64    |         |   |              | 2,034   |         |  |       | .86    |   |   |         | 2,493   |  |  |       | .88    |   |   |         |        |  |  |       |       |  
|                   |                             |                             |   |         |         |         |  |                        |        |         |   |         |         |         |  |        |        |         |   |              |         |         |  |       |        |   |   |         |         |  |  |       |        |   |   |         |         |  |  |      
|                   |                             | Total consumer loans        |   |         | 19,374  |         |  |                        | 6.73   |         |   |         | 18,858  |         |  |        | 7.20   |         |   |              | 15,533  |         |  |       | 6.56   |   |   |         | 15,276  |  |  |       | 5.38   |   |   |         | 6,292   |  |  |       | 2.13   |  
|                   |                             |                             |   |         |         |         |  |                        |        |         |   |         |         |         |  |        |        |         |   |              |         |         |  |       |        |   |   |         |         |  |  |       |        |   |   |         |         |  |  |      
|                   | Commercial business loans   |                             |   | 14,090  |         |         |  | 4.89                   |        |         |   | 5,499   |         |         |  | 2.10   |        |         |   | 6,914        |         |         |  | 2.93  |        |   |   | 3,886   |         |  |  | 1.37  |        |   |   | 2,244   |         |  |  | 0.76  |       
|                   |                             |                             |   |         |         |         |  |                        |        |         |   |         |         |         |  |        |        |         |   |              |         |         |  |       |        |   |   |         |         |  |  |       |        |   |   |         |         |  |  |      
|                   |                             | Total other loans           |   |         | 33,464  |         |  |                        | 11.62  |         |   |         | 24,357  |         |  |        | 9.30   |         |   |              | 22,447  |         |  |       | 9.49   |   |   |         | 19,162  |  |  |       | 6.75   |   |   |         | 8,536   |  |  |       | 2.89   |  
|                   |                             |                             |   |         |         |         |  |                        |        |         |   |         |         |         |  |        |        |         |   |              |         |         |  |       |        |   |   |         |         |  |  |       |        |   |   |         |         |  |  |      
|                   |                             | Total loans                 |   |         | 287,965 |         |  |                        | 100.00 | %       |   |         | 262,156 |         |  |        | 100.00 | %       |   |              | 236,561 |         |  |       | 100.00 | % |   |         | 283,556 |  |  |       | 100.00 | % |   |         | 295,108 |  |  |       | 100.00 | %
|                  
|                  
|                  
|                  
|Less:             
|                  
|                  
|                  
|                  
|                   | Loans in process            |                             |   | (2,609  | )       |         |  |                        |        |         |   | (4,659  | )       |         |  |        |        |         |   | (2,364       | )       |         |  |       |        |   |   | (1,784  | )       |  |  |       |        |   |   | (5,651  | )      
|                  
|                  
|                  
|                  
|                   | Deferred fees and
discounts |                             |   | (87     | )       |         |  |                        |        |         |   | (62     | )       |         |  |        |        |         |   | (83          | )       |         |  |       |        |   |   | (119    | )       |  |  |       |        |   |   | (130    | )      
|                  
|                  
|                  
|                  
|                   | Allowance for losses        |                             |   | (1,665  | )       |         |  |                        |        |         |   | (2,781  | )       |         |  |        |        |         |   | (3,200       | )       |         |  |       |        |   |   | (3,922  | )       |  |  |       |        |   |   | (1,716  | )      
|                   |                             |                             |   |         |         |         |  |                        |        |         |   |         |         |         |  |        |        |         |   |              |         |         |  |       |        |   |   |         |         |  |  |       |        |   |   |        
|                   |                             | Total loans
receivable, net |   | $       | 283,604 |         |  |                        |        |         |   | $       | 254,654 |         |  |        |        |         |   | $            | 230,914 |         |  |       |        |   |   | $       | 277,731 |  |  |       |        |   |   | $       | 287,611 | 
|                   |                             |                             |   |         |         |         |  |                        |        |         |   |         |         |         |  |        |        |         |   |              |         |         |  |       |        |   |   |         |         |  |  |       |        |   |   |        

5.



---



The following schedule shows the contractual maturity of the Companys gross
loan portfolio at December 31, 2000. The schedule does not include any principal
prepayment assumptions (dollars in thousands).

|                       |  |             |         |                |  |            |      |      |  |        |        |          |  |  |      |   |  |          |        |  |  |  |      |  
|---------------------- |  | ----------- | ------- | -------------- |  | ---------- | ---- | ---- |  | ------ | ------ | -------- |  |  | ---- | - |  | -------- | ------ |  |  |  | ---- | -
|                       |  | One- to    
|                       |  | Four-family |         | Nonresidential |  | Commercial
|Due During             |  |             |         |                |  |           
|Periods                |  |             |         |                |  | Weighted   |      |      |  |        |        | Weighted |  |  |      |   |  | Weighted
|Ending                 |  |             |         |                |  | Average    |      |      |  |        |        | Average  |  |  |      |   |  | Average 
|December 31            |  | Amount      |         | Rate           |  | Amount     |      | Rate |  | Amount |        | Rate    
|                       |  |             |         |                |  |            |      |      |  |        |        |         
|2001(1)(2)             |  | $           | 1,372   |                |  |            | 9.29 | %    |  | $      | 6,494  |          |  |  | 9.40 | % |  | $        | 7,242  |  |  |  | 9.85 | %
|                      
|                      
|                      
|                      
|2002 to 2005           |  |             | 5,185   |                |  |            | 8.01 |      |  |        | 6,645  |          |  |  | 8.35 |   |  |          | 4,840  |  |  |  | 9.22 |  
|                      
|                      
|                      
|                      
|2006 and
    following |  |             | 171,549 |                |  |            | 7.78 |      |  |        | 54,780 |          |  |  | 8.44 |   |  |          | 2,008  |  |  |  | 9.52 |  
|                       |  |             |         |                |  |            |      |      |  |        |        |          |  |  |      |   |  |          |        |  |  |  |      |  
|                       |  | $           | 178,106 |                |  |            | 7.80 | %    |  | $      | 67,919 |          |  |  | 8.52 | % |  | $        | 14,090 |  |  |  | 9.59 | %
|                       |  |             |         |                |  |            |      |      |  |        |        |          |  |  |      |   |  |          |        |  |  |  |      |  

|                       |  |                  |       |          |  |          |      |      |  |        |        |          |  |  |       |   |  |          |         |  |  |  |      |  
|---------------------- |  | ---------------- | ----- | -------- |  | -------- | ---- | ---- |  | ------ | ------ | -------- |  |  | ----- | - |  | -------- | ------- |  |  |  | ---- | -
|                       |  | Construction and
|                       |  | Development      |       | Consumer |  | Total   
|Due During             |  |                  |       |          |  |         
|Periods                |  |                  |       |          |  | Weighted |      |      |  |        |        | Weighted |  |  |       |   |  | Weighted
|Ending                 |  |                  |       |          |  | Average  |      |      |  |        |        | Average  |  |  |       |   |  | Average 
|December 31            |  | Amount           |       | Rate     |  | Amount   |      | Rate |  | Amount |        | Rate    
|                       |  |                  |       |          |  |          |      |      |  |        |        |         
|2001(1)(2)             |  | $                | 5,640 |          |  |          | 8.60 | %    |  | $      | 206    |          |  |  | 10.40 | % |  | $        | 20,954  |  |  |  | 9.34 | %
|                      
|                      
|                      
|                      
|2002 to 2005           |  |                  |      |          |  |          |     |      |  |        | 1,523  |          |  |  | 10.45 |   |  |          | 18,193  |  |  |  | 8.66 |  
|                      
|                      
|                      
|                      
|2006 and
    following |  |                  | 2,836 |          |  |          | 7.92 |      |  |        | 17,645 |          |  |  | 8.97  |   |  |          | 248,818 |  |  |  | 8.03 |  
|                       |  |                  |       |          |  |          |      |      |  |        |        |          |  |  |       |   |  |          |         |  |  |  |      |  
|                       |  | $                | 8,476 |          |  |          | 8.38 | %    |  | $      | 19,374 |          |  |  | 9.10  | % |  | $        | 287,965 |  |  |  | 8.16 | %
|                       |  |                  |       |          |  |          |      |      |  |        |        |          |  |  |       |   |  |          |         |  |  |  |      |  



---

|(1) |  | Includes construction loans.                              
|--- |  | ----------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Includes demand loans and loans having no stated maturity.

The following table sets forth at December 31, 2000, the dollar amount of gross
loans receivable contractually due after December 31, 2001, whether such loans
have fixed interest rates or adjustable interest rates (dollars in thousands).

|                   |                           |   |                             |         |            |   |         |        |  |   |         |         | 
|------------------ | ------------------------- | - | --------------------------- | ------- | ---------- | - | ------- | ------ |  | - | ------- | ------- | 
|                   |                           |   | Due After December 31, 2001
|                   |                           |   |                            
|                   |                           |   | Fixed                       |         | Adjustable |   | Total  
|                   |                           |   |                             |         |            |   |        
|Real estate loans:
|                  
|                  
|                  
|                  
|                   | One-to-four family        |   | $                           | 129,621 |            |   | $       | 47,112 |  |   | $       | 176,733 | 
|                  
|                  
|                  
|                  
|                   | Nonresidential            |   |                             | 22,779  |            |   |         | 38,646 |  |   |         | 61,425  | 
|                  
|                  
|                  
|                  
|                   | Constuction               |   |                             | 2,486   |            |   |         | 350    |  |   |         | 2,836   | 
|                  
|                  
|                  
|                  
|Other loans:      
|                  
|                  
|                  
|                  
|                   | Consumer loans            |   |                             | 1,452   |            |   |         | 17,717 |  |   |         | 19,169  | 
|                  
|                  
|                  
|                  
|                   | Commercial business loans |   |                             | 1,198   |            |   |         | 5,650  |  |   |         | 6,848   | 
|                   |                           |   |                             |         |            |   |         |        |  |   |         |        
|Total              |                           | $ | 157,536                     |         |            | $ | 109,475 |        |  | $ | 267,011 |        
|                   |                           |   |                             |         |            |   |         |        |  |   |         |        

6.



---



One- to Four-Family Residential Mortgage and Construction Lending

The Company focuses its lending efforts on the origination of loans secured by
first mortgages on owner-occupied, one-to-four family residences. Residential
loan originations of this type are generated by the Companys marketing
efforts, its present customers, walk-in customers and referrals from real
estate agents and builders. At December 31, 2000, the Companys one-to-four
family residential permanent mortgage loans totaled $178.1 million, or 61.9% of
the Companys total gross loan portfolio.

At December 31, 2000, $130.0 million of the Companys one-to-four family
residential mortgage loans, or 45.14% of the Companys total gross loan
portfolio, had fixed interest rates. From time to time, the Company may
purchase loans secured by one-to-four family residences.

The Company currently originates up to a maximum of 30-year, owner occupied
one-to-four family residential mortgage loans in amounts up to 97% of the
appraised value of the security property provided that private mortgage
insurance is obtained in an amount sufficient to reduce the Companys exposure
to at or below the 80% loan-to-value level. Interest rates charged on these
loans are priced on a regular basis according to market conditions.
Residential loans do not include prepayment penalties. The Company also
originates up to a maximum of 30-year one-to-four family residential loans to
nonowner-occupants, with loan-to-value ratios of up to 80%.

In underwriting one-to-four family residential real estate loans, the Company
evaluates, among other things, both the borrowers ability to make monthly
payments and the value of the property securing the loan. Most properties
securing real estate loans made by the Company are appraised by independent
licensed fee appraisers approved by the Board of Directors. The Company
requires borrowers to obtain title, fire and property insurance (including
flood insurance, if necessary) in an amount not less than the amount of the
loan. In prior years, the Company has accepted title opinions. Real estate
loans originated by the Company generally contain a due on sale clause
allowing the Company to declare the unpaid principal balance due and payable
upon the sale or disposition of the secured property.

The Company originates a limited number of loans to finance the construction of
one-to-four family residences. At December 31, 2000, the Company had loans to
finance the construction of one-to-four family residences totaling $8.5
million, or 2.9% of the Companys loan portfolio. Substantially all of these
loans are made to individuals who propose to occupy the premises upon
completion of construction. Construction loans are generally structured for up
to a 30-year term with a six-month construction phase, during which the
borrower pays interest only. Upon completion of the construction phase, these
loans continue as permanent loans of the Company. Loan proceeds are disbursed
in increments as construction progresses and as inspections warrant.

Multi-Family and Commercial Real Estate Lending

The Company also engages in commercial and multi-family real estate lending.
At December 31, 2000, the Company had $67.9 million of permanent commercial and
multi-family real estate loans, which represented 23.6% of the Companys gross
loan portfolio.

The Companys commercial and multi-family real estate loan portfolio is secured
primarily by apartment buildings, office buildings, strip shopping centers,
motels, nursing homes, restaurants and churches located in the Companys market
areas. Multi-family and commercial real estate loans generally have terms that
do not exceed 15 years. Generally, the loans are made in amounts up to 75% of
the appraised value of the secured property. The Company analyzes the
financial condition of the borrower, the borrowers credit history, and the
reliability and predictability of the cash flow generated by the property
securing the loan. Currently, appraisals on properties securing multi-family
and commercial real estate loans originated by the Company are performed by
independent licensed fee appraisers.
Construction loans on multi-family and commercial real estate projects are
structured to be converted to permanent loans at the end of the construction
phase, which generally runs up to 12 months. These

7.



---



construction loans have rates and terms that generally match any permanent
multi-family or commercial real estate loan then offered by the Company, except
that during the construction phase, the borrower pays interest only. These
loans generally provide for the payment of interest and loan fees from loan
proceeds.

Construction and development loans are obtained principally through continued
business from developers and builders who have previously borrowed from the
Company, as well as referrals from existing customers and walk-in customers.
The application process includes a submission to the Company of accurate plans,
specifications and costs of the project to be constructed/developed. These
items are used as a basis to determine the appraised value of the subject
property. Loans are based on the lesser of current appraised value or the cost
of construction (land plus building).

In addition, the Company from time to time has purchased loans secured by
commercial and multi-family real estate. The Company purchased approximately
$9.5 million of commercial and multi-family real estate participation loans in
fiscal 2000.

Loans secured by commercial and multi-family real estate properties are
generally larger and involve a greater degree of credit risk than one-to-four
family residential mortgage loans. Because payments on loans secured by
commercial real estate properties are often dependent on the successful
operation or management of the properties, repayment of such loans may be
subject to adverse conditions in the real estate market or the economy. If the
cash flow from the project is reduced (for example, if leases are not obtained
or renewed), the borrowers ability to repay the loan may be impaired. The
largest loan is $5.0 million and is secured by a first mortgage on a
nonresidential real estate property and assignments of leases and rents and is
performing in accordance with its terms.

Consumer Lending

The Company offers secured and unsecured consumer loans, including home
improvement loans, home equity loans, loans secured by savings deposits and
equity securities, and retail mobile home loans. The Company has plans to
expand its consumer-lending portfolio. The Company currently originates all of
its consumer loans in its primary market areas. The Company originates
consumer loans on a direct basis by extending credit directly to the borrower.

At December 31, 2000, consumer loans excluding home equity loans were
$1,608,000 or .6% of the Companys gross loan portfolio. Home equity loans
were $17.8 million or 6.2% of the Companys gross loan portfolio as of December
31, 2000.

Consumer loan terms vary according to the type and value of collateral, length
of contract and creditworthiness of the borrower. Loans secured by deposit
accounts at the Company are currently originated for up to 90% of the account
balance with a hold placed on the account restricting the withdrawal of the
account balance.

The underwriting standards employed by the Company for consumer loans, other
than loans secured by deposits, include an application, a determination of the
applicants payment history on other debts and an assessment of ability to meet
existing obligations and payments on the proposed loan. Although
creditworthiness of the applicant is a primary consideration, the underwriting
process also includes a comparison of the value of the security, if any, in
relation to the proposed loan amount.

Consumer loans may entail greater credit risk than do residential mortgage
loans, particularly in the case of consumer loans that are unsecured. In such
cases, any repossessed collateral for a defaulted consumer loan may not provide
an adequate source of repayment of the outstanding loan balance as a result of
the greater likelihood of damage, loss, depreciation or fluctuation in value.
In addition, consumer loan collections are dependent on the borrowers
continuing financial stability, and thus are more likely to be affected by
adverse personal circumstances. Furthermore, the application of various
federal and state laws, including bankruptcy and insolvency laws, may limit the
amount which can be recovered on such loans.

8.



---



Commercial Business Lending

Commercial business loans have been added to the list of the Companys
products. The outstanding balance of unsecured commercial lines of credit was
$438,000 as of December 31, 2000. Commercial loans secured other than by
mortgage had outstanding balances of $13.7 million as of December 31, 2000.
The purpose of these loans will generally be for working capital or expansion
of existing businesses. These loans have been priced at prime plus a specified
spread, or at the one-year constant-maturity treasury index plus a specified
spread. Some of these loans are payable on demand.

Unlike residential mortgage loans, which generally are made on the basis of the
borrowers ability to make repayment from his or her employment and other
income and which are secured by real property the value of which tends to be
more easily ascertainable, commercial business loans typically are made on the
basis of the borrowers ability to make repayment from the cash flow of the
borrowers business. As a result, the availability of funds for the repayment
of commercial business loans may be substantially dependent on the success of
the business itself (which, in turn, is likely to be dependent upon the general
economic environment). The Banks commercial business loans may be secured by
business assets. However, the collateral securing the loans may depreciate
over time, may be difficult to appraise and may fluctuate in value based on the
success of the business.

Originations, Purchases and Sales of Loans

While the Company offers fixed-rate and adjustable-rate loans, its ability to
originate loans is dependent upon the relative customer demand for loans in its
market areas, which is affected by the interest rate environment and other
factors. From time to time, the Company may purchase loans in order to
continue to leverage the Banks borrowing ability, provide more interest rate
sensitive assets, and supplement a slow down in the local mortgage market. The
Bank will continue to evaluate purchase opportunities.

Non-Performing Assets and Classified Assets

When a borrower fails to make a required payment on real estate secured loans
and consumer loans a notice is sent 30 days after payment is due. At 60 days
after the payment is due, the Company generally initiates collection procedures
by written notice and/or telephone call. In most cases, delinquencies are
cured promptly, however, if a loan secured by real estate or other collateral
has been delinquent for more than 90 days, satisfactory payment arrangements
must be adhered to or the Company will initiate proceedings for foreclosure or
repossession.

When a loan becomes delinquent 90 days or more or when the collection of
principal or interest becomes doubtful, the Company will place the loan on
non-accrual status and, as a result, previously accrued interest income on the
loan is taken out of current income. The loan will remain on non-accrual
status as long as the loan is 90 days or more delinquent.

The following table sets forth information concerning delinquent loans at
December 31, 2000. The amounts presented represent the total remaining
principal balances of the related loans, rather than the actual payment amounts
which are overdue.

9.



---



|                                    |              |       |       |            |       |                  |       |                        |       |   |       |       |       | 
|----------------------------------- | ------------ | ----- | ----- | ---------- | ----- | ---------------- | ----- | ---------------------- | ----- | - | ----- | ----- | ----- | 
|                                    |              |       |       |            |       |                  |       | Loans Delinquent for: 
|                                    |              |       |       |           
|                                    |              |       |       |            |       |                  |       |                        |       |   |       | Total
|                                    |              |       |       | 60-89 Days |       | 90 Days and Over |       | 60 Days and Over      
|                                    |              |       |       |            |       |                  |       |                       
|                                    |              |       |       |            |       |                  |       | (Dollars in Thousands)
|Real estate
    One- to four-family |              | $     | 1,715 |            |       | $                | 2,443 |                        |       | $ | 4,158 |      
|                                   
|                                   
|                                   
|                                   
|                                    | Construction |       |       |           |       |                  |       |                       |       |   |       |      |      
|                                   
|                                   
|                                   
|                                   
|                                    | Commercial   |       |       |           |       |                  |       | 138                    |       |   |       | 138   |      
|                                   
|                                   
|                                   
|                                   
|                                    | Multi-family |       |       | 89         |       |                  |       |                       |       |   |       | 89    |      
|                                   
|                                   
|                                   
|                                   
|Consumer/commercial                 |              |       | 28    |            |       |                  | 1,020 |                        |       |   | 1,048 |      
|                                    |              |       |       |            |       |                  |       |                        |       |   |       |      
|                                    |              | Total |       | $          | 1,832 |                  |       | $                      | 3,601 |   |       | $     | 5,433 | 
|                                    |              |       |       |            |       |                  |       |                        |       |   |       |      

The table below sets forth the amounts and categories of non-performing assets
in the Companys loan portfolio. For all periods presented, the Company has
had no troubled debt restructurings (which involve forgiving a portion of
interest or principal on any loans or making loans at a rate materially less
than that of market rates). Foreclosed assets include assets acquired in
settlement of loans.

|                                                       |          |       |       |      |       |      |        |                 |       |      |       |      |       |   |        |     |       |   |       |    |       | 
|------------------------------------------------------ | -------- | ----- | ----- | ---- | ----- | ---- | ------ | --------------- | ----- | ---- | ----- | ---- | ----- | - | ------ | --- | ----- | - | ----- | -- | ----- | 
|                                                       |          |       |       |      |       |      |        | At December 31,
|                                                       |          |       |       |     
|                                                       |          |       |       | 2000 |       | 1999 |        | 1998            |       | 1997 |       | 1996
|                                                       |          |       |       |      |       |      |        |                 |       |      |       |     
|Nonaccruing loans
    One- to four-family              |          | $     | 2,443 |      |       | $    | 1,304  |                 |       | $    | 1,740 |      |       | $ | 612    |     |       | $ | 674   |   
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Consumer |       |       | 64   |       |      |        | 20              |       |      |       | 373  |       |   |        | 213 |       |   |       | 10 |      
|                                                      
|                                                      
|                                                      
|                                                      
|Commercial real estate/business loans                  |          |       | 1,094 |      |       |      | 1,431  |                 |       |      | 2,428 |      |       |   | 1,170  |     |       |   | 1,266 |   
|                                                       |          |       |       |      |       |      |        |                 |       |      |       |      |       |   |        |     |       |   |       |   
|                                                       |          | Total |       |      | 3,601 |      |        |                 | 2,755 |      |       |      | 4,541 |   |        |     | 1,995 |   |       |    | 1,950 | 
|                                                      
|                                                      
|                                                      
|                                                      
|Accruing loans delinquent more than 90 days            |          |       |      |      |       |      |       |                 |       |      |      |      |       |   |       |     |       |   | 94    |   
|                                                      
|                                                      
|                                                      
|                                                      
|Foreclosed assets                                      |          |       |      |      |       |      |       |                 |       |      | 56    |      |       |   | 56     |     |       |   | 55    |   
|                                                       |          |       |       |      |       |      |        |                 |       |      |       |      |       |   |        |     |       |   |       |   
|Total nonperforming assets                             |          | $     | 3,601 |      |       | $    | 2,755  |                 |       | $    | 4,597 |      |       | $ | 2,051  |     |       | $ | 2,099 |   
|                                                       |          |       |       |      |       |      |        |                 |       |      |       |      |       |   |        |     |       |   |       |   
|Total as a percentage of total assets                  |          |       | 1.02  | %    |       |      | .84    | %               |       |      | 1.40  | %    |       |   | .55    | %   |       |   | .52   | % 
|                                                      
|                                                      
|                                                      
|                                                      
|Total allowance for loan losses to
nonperforming loans |          |       | 46.24 | %    |       |      | 100.94 | %               |       |      | 70.47 | %    |       |   | 196.59 | %   |       |   | 83.95 | % 

For the year ended December 31, 2000, gross interest income that would have
been recorded had the non-accruing loans been current in accordance with their
original terms amounted to approximately $156,000.

As of December 31, 2000, the Company had no other interest bearing assets which
would be required to be disclosed as non-performing if such assets were loans.

The Company had no foreign loans outstanding for any of the years presented.
Other than the categories noted on page 5, there is no concentration of loans
in any industry greater than 10% in the portfolio.

10.



---



Classified Assets

Federal regulations provide for the classification of loans and other assets
such as debt and equity securities considered by the OTS to be of lesser
quality, as substandard, doubtful or loss. An asset is considered
substandard if it is inadequately protected by the current net worth and
paying capacity of the obligor or of the collateral pledged, if any.
Substandard assets include those characterized by the distinct possibility
that the Bank will sustain some loss if the deficiencies are not corrected.
Assets classified as doubtful have all of the weaknesses inherent in those
classified substandard, with the added characteristic that the weaknesses
present make collection or liquidation in full, on the basis of currently
existing facts, conditions, and values, highly questionable and improbable.
Assets classified as loss are those considered uncollectible and of such
little value that their continuance as assets without the establishment of a
specific loss reserve is not warranted. Assets, that do not currently expose
the Bank to sufficient risk to warrant classification in one of the
aforementioned categories but possess weaknesses, are required to be designated
special mention by management.

When a bank classifies problem assets as either substandard or doubtful, it may
establish general allowances for loan losses in an amount deemed prudent by
management. General allowances represent loss allowances that have been
established to recognize the inherent risk associated with lending activities,
but which, unlike specific allowances, have not been allocated to particular
problem assets. When a savings bank classifies problem assets as loss, it is
required either to establish a specific allowance for losses equal to 100% of
that portion of the asset so classified or to charge-off such amount. A
savings banks determination as to the classification of its assets and the
amount of its valuation allowances is subject to review by the savings banks
Regional Director at the regional OTS office, who may order the establishment
of additional general or specific loss allowances.

In connection with the filing of its periodic reports with the OTS and in
accordance with its classification of assets policy, the Bank regularly reviews
the loans in its portfolio to determine whether any loans require
classification in accordance with applicable regulations. On the basis of
managements review of its assets, at December 31, 2000, the Bank had
classified a total of $3.6 million, or 1.0% of its total assets as substandard,
$95,000 as doubtful and $241,000 as loss. At December 31, 1999, total
classified assets were $3.2 million, or 1.1% of the Banks assets.

Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan
losses based on managements evaluation of the risk in its loan portfolio and
changes in the nature and volume of its loan activity. Such evaluation, which
includes a review of loans for which full collectibility may not be reasonably
assured, considers among other matters, the estimated fair value of the
underlying collateral, economic conditions, historical loan loss experience and
other factors that warrant recognition in providing for an adequate loan loss
allowance.

Real estate properties acquired through foreclosure are recorded at fair value.
If fair value at the date of foreclosure is lower than the balance of the
related loan, the difference will be charged-off to the allowance at the time
of transfer. Valuations are periodically updated by management and if the
value declines, a specific provision for losses on such property is established
by a charge to operations.

Although management believes that it uses the best information available to
determine the allowance for loan losses, unforeseen market conditions could
result in adjustments and net earnings could be significantly affected if
circumstances differ substantially from the assumptions used in making the
final determination. At December 31, 2000, the Company had a total allowance
for loan losses of $1.7 million, or 0.6% of total loans receivable. See Note 4
of the Notes to Consolidated Financial Statements in the Companys Annual
Report to Shareholders filed as Exhibit 13 hereto.

11.



---



The following table sets forth an analysis of the Companys allowance for loan
losses.

|                                                                           |            |   |        |        |      |   |                         |      |      |   |       |      |   |   |       |   |  |   |       |   | 
|-------------------------------------------------------------------------- | ---------- | - | ------ | ------ | ---- | - | ----------------------- | ---- | ---- | - | ----- | ---- | - | - | ----- | - |  | - | ----- | - | 
|                                                                           |            |   |        |        |      |   | Year Ended December 31,
|                                                                           |            |   |       
|                                                                           |            |   | 2000   |        | 1999 |   | 1998                    |      | 1997 |   | 1996 
|                                                                           |            |   |        |        |      |   |                         |      |      |   |      
|                                                                           |            |   |        |        |      |   | (Dollars in Thousands) 
|Balance at beginning of period                                             |            | $ | 2,781  |        |      | $ | 3,200                   |      |      | $ | 3,922 |      |   | $ | 1,716 |   |  | $ | 774   |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Beginning balance acquisition                                              |            |   |       |        |      |   |                        |      |      |   |      |      |   |   |      |   |  |   | 577   |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Charge-offs
    One- to four-family                                        |            |   | (41    | )      |      |   | (215                    | )    |      |   | (28   | )    |   |   | (79   | ) |  |   | (34   | )
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Consumer   |   |        | (103   | )    |   |                         | (373 | )    |   |       | (228 | ) |   |       |  |  |   |       |  | 
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Commercial |   |        | (1,444 | )    |   |                         | (148 | )    |   |       | (122 | ) |   |       |  |  |   |       |  | 
|                                                                           |            |   |        |        |      |   |                         |      |      |   |       |      |   |   |       |   |  |   |       |  
|                                                                           |            |   | (1,588 | )      |      |   | (736                    | )    |      |   | (378  | )    |   |   | (79   | ) |  |   | (34   | )
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Recoveries
    One- to four-family                                         |            |   | 38     |        |      |   | 20                      |      |      |   |      |      |   |   |      |   |  |   |      |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Consumer   |   |        | 66     |      |   |                         | 48   |      |   |       | 19   |   |   |       |  |  |   |       |  | 
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Commercial |   |        | 19     |      |   |                         | 3    |      |   |       |     |   |   |       |  |  |   |       |  | 
|                                                                           |            |   |        |        |      |   |                         |      |      |   |       |      |   |   |       |   |  |   |       |  
|                                                                           |            |   | 123    |        |      |   | 71                      |      |      |   | 19    |      |   |   |      |   |  |   |      |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Net charge-offs                                                            |            |   | (1,465 | )      |      |   | (665                    | )    |      |   | (359  | )    |   |   | (79   | ) |  |   | (34   | )
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Additions charged to operations                                            |            |   | 349    |        |      |   | 246                     |      |      |   | (363  | )    |   |   | 2,285 |   |  |   | 399   |  
|                                                                           |            |   |        |        |      |   |                         |      |      |   |       |      |   |   |       |   |  |   |       |  
|Balance at end of period                                                   |            | $ | 1,665  |        |      | $ | 2,781                   |      |      | $ | 3,200 |      |   | $ | 3,922 |   |  | $ | 1,716 |  
|                                                                           |            |   |        |        |      |   |                         |      |      |   |       |      |   |   |       |   |  |   |       |  
|Ratio of net charge-offs to
average loans outstanding
     during the year |            |   | .54    | %      |      |   | .27                     | %    |      |   | .14   | %    |   |   | .00   | % |  |   | .01   | %

The distribution of the Companys allowance for losses on loans at the dates
indicated is summarized as follows:

|                       |  |        |                        |       |  |        |       |       |  |        |       |       |  |        |       |       |  |              |       |       |  |  |       |       |  |   |       |  |  |       |       |   |  |   |       |  |  |  |       |  
|---------------------- |  | ------ | ---------------------- | ----- |  | ------ | ----- | ----- |  | ------ | ----- | ----- |  | ------ | ----- | ----- |  | ------------ | ----- | ----- |  |  | ----- | ----- |  | - | ----- |  |  | ----- | ----- | - |  | - | ----- |  |  |  | ----- | -
|                       |  |        |                        |       |  |        |       |       |  |        |       |       |  |        |       |       |  | December 31,
|                       |  |       
|                       |  | 2000   |                        | 1999  |  | 1998   |       | 1997  |  | 1996  
|                       |  |        |                        |       |  |        |       |       |  |       
|                       |  |        |                        |       |  | % of   |       |       |  |        |       | % of  |  |        |       |       |  | % of         |       |       |  |  |       | % of  |  |   |       |  |  | % of 
|                       |  |        |                        |       |  | Total  |       |       |  |        |       | Total |  |        |       |       |  | Total        |       |       |  |  |       | Total |  |   |       |  |  | Total
|                       |  | Amount |                        | Loans |  | Amount |       | Loans |  | Amount |       | Loans |  | Amount |       | Loans |  | Amount       |       | Loans
|                       |  |        |                        |       |  |        |       |       |  |        |       |       |  |        |       |       |  |              |       |      
|                       |  |        | (Dollars in Thousands)
|One- to four-family    |  | $      | 276                    |       |  |        | 61.9  | %     |  | $      | 474   |       |  |        | 68.0  | %     |  | $            | 519   |       |  |  | 74.9  | %     |  | $ | 669   |  |  |       | 79.1  | % |  | $ | 636   |  |  |  | 82.1  | %
|                      
|                      
|                      
|                      
|Multi-family           |  |        | 50                     |       |  |        | 10.3  |       |  |        | 170   |       |  |        | 11.5  |       |  |              | 55    |       |  |  | 5.3   |       |  |   | 190   |  |  |       | 4.0   |   |  |   | 197   |  |  |  | 4.2   |  
|                      
|                      
|                      
|                      
|Commercial real estate |  |        | 72                     |       |  |        | 13.3  |       |  |        | 728   |       |  |        | 8.5   |       |  |              | 828   |       |  |  | 8.7   |       |  |   | 1,338 |  |  |       | 7.6   |   |  |   | 504   |  |  |  | 6.9   |  
|                      
|                      
|                      
|                      
|Construction           |  |        | 19                     |       |  |        | 2.9   |       |  |        | 3     |       |  |        | 2.6   |       |  |              | 3     |       |  |  | 1.7   |       |  |   | 72    |  |  |       | 2.6   |   |  |   | 46    |  |  |  | 3.7   |  
|                      
|                      
|                      
|                      
|Consumer               |  |        | 86                     |       |  |        | 6.7   |       |  |        | 173   |       |  |        | 7.2   |       |  |              | 510   |       |  |  | 6.6   |       |  |   | 548   |  |  |       | 5.4   |   |  |   | 81    |  |  |  | 2.3   |  
|                      
|                      
|                      
|                      
|Commercial business    |  |        | 270                    |       |  |        | 4.9   |       |  |        | 598   |       |  |        | 2.1   |       |  |              | 585   |       |  |  | 2.9   |       |  |   | 432   |  |  |       | 1.4   |   |  |   | 38    |  |  |  | 0.8   |  
|                      
|                      
|                      
|                      
|Unallocated            |  |        | 892                    |       |  |        |      |       |  |        | 635   |       |  |        |      |       |  |              | 700   |       |  |  |      |       |  |   | 673   |  |  |       |      |   |  |   | 214   |  |  |  |      |  
|                       |  |        |                        |       |  |        |       |       |  |        |       |       |  |        |       |       |  |              |       |       |  |  |       |       |  |   |       |  |  |       |       |   |  |   |       |  |  |  |       |  
|Total                  |  | $      | 1,665                  |       |  |        | 100.0 | %     |  | $      | 2,781 |       |  |        | 100.0 | %     |  | $            | 3,200 |       |  |  | 100.0 | %     |  | $ | 3,922 |  |  |       | 100.0 | % |  | $ | 1,716 |  |  |  | 100.0 | %
|                       |  |        |                        |       |  |        |       |       |  |        |       |       |  |        |       |       |  |              |       |       |  |  |       |       |  |   |       |  |  |       |       |   |  |   |       |  |  |  |       |  

12.



---



Investment Activities

The Bank must maintain minimum levels of investments that qualify as liquid
assets under OTS regulations. Liquidity may increase or decrease depending
upon the availability of funds and comparative yields on investments in
relation to the return on loans. Historically, the Bank has maintained its
liquid assets above the minimum requirements imposed by the OTS regulations and
at a level believed adequate to meet requirements of normal daily activities,
repayment of maturing debt and potential deposit outflows. As of December 31,
2000, the Banks liquidity ratios (liquid assets as a percentage of net
withdrawable savings deposits and current borrowings) complied with applicable
regulations. See Regulation  Liquidity.

Federally chartered savings institutions have the authority to invest in
various types of liquid assets, including United States Treasury obligations,
securities of various federal agencies, mortgage-backed securities,
collateralized mortgage obligations (CMOs), certain certificates of deposit
of insured banks and savings institutions, certain bankers acceptances,
repurchase agreements and federal funds. Subject to various restrictions,
federally chartered savings institutions may also invest their assets in
commercial paper, investment grade corporate debt securities and mutual funds
whose assets conform to the investments that a federally chartered savings
institution is otherwise authorized to make directly.

The investment policy of the Company is to invest funds among various
categories of investments and maturities based upon the need for liquidity, to
achieve balance between its desire to minimize risk and maximize yield, to
provide collateral for borrowings, and to fulfill the Companys asset/liability
management policies.

At December 31, 2000, the Companys cash and interest-bearing deposits in other
financial institutions totaled $4.8 million, or 1.4% of total assets. The
Company also has an $8.0 million investment in the common stock of the FHLB of
Cincinnati in order to satisfy the requirement for membership therein.

The Company periodically invests in MBSs and CMOs (collectively
mortgage-backed securities). At December 31, 2000 the Company had
investments in mortgage-backed securities of $39.2 million, or 11.1% of total
assets. The MBSs, which totaled $31.6 million at December 31, 2000, were all
insured or guaranteed by Fannie Mae, Freddie Mac, or Ginnie Mae. Accordingly,
management believes that the Companys mortgage-backed securities are generally
more resistant to credit problems than loans, which generally lack such
insurance or guarantees. Because these securities represent a pass through of
principal and interest from underlying individual 30-year mortgages, such
securities do present prepayment risk. The CMO securities held by the Company
also carry certain risks. The principal represented by such securities may be
repaid over a longer period than initially assumed and may hinder certain
aspects of the Companys asset/liability management strategy. In addition,
these securities have maximum interest rate caps. As market interest rate
levels approach these caps, the value of the underlying security will decline.
As of December 31, 2000, the Company held $7.6 million of CMO securities.
Mortgage-backed securities can serve as collateral for borrowings and, through
sales and repayments, as a source of liquidity.

OTS regulations restrict investments in corporate debt and equity securities by
the Bank. These restrictions include prohibitions against investments in the
debt securities of any one issuer in excess of 15% of the Banks unimpaired
capital and unimpaired surplus as defined by federal regulations, plus an
additional 10% if the investments are fully secured by readily marketable
collateral. At December 31, 2000, the Bank complied with this regulation. See
Regulation  Federal Regulation of Savings Institutions for a discussion of
additional restrictions on the Banks investment activities.

13.



---



The following table sets forth the composition of the Companys investment
portfolio at the dates indicated.

|            |                                 |  |           |        |       |  |           |        |       |  |                        |        |       |  |   |        |  |  |   |        |  |  |   |        | 
|----------- | ------------------------------- |  | --------- | ------ | ----- |  | --------- | ------ | ----- |  | ---------------------- | ------ | ----- |  | - | ------ |  |  | - | ------ |  |  | - | ------ | 
|            |                                 |  |           |        |       |  |           |        |       |  | December 31,          
|            |                                 |  |          
|            |                                 |  | 2000      |        | 1999  |  | 1998     
|            |                                 |  |           |        |       |  |          
|            |                                 |  | Amortized |        | Fair  |  | Amortized |        | Fair  |  | Amortized              |        | Fair 
|            |                                 |  | Cost      |        | Value |  | Cost      |        | Value |  | Cost                   |        | Value
|            |                                 |  |           |        |       |  |           |        |       |  |                        |        |      
|            |                                 |  |           |        |       |  |           |        |       |  | (Dollars in Thousands)
|Securities:
|           
|           
|           
|           
|            | U.S. Treasury                   |  | $         |       |       |  | $         |       |       |  | $                      |       |       |  | $ |       |  |  | $ | 499    |  |  | $ | 502    | 
|           
|           
|           
|           
|            | U.S. government agencies        |  |           | 10,000 |       |  |           | 9,434  |       |  |                        | 10,000 |       |  |   | 8,775  |  |  |   | 15,000 |  |  |   | 14,900 | 
|           
|           
|           
|           
|            | Mortgage-backed securities      |  |           | 39,774 |       |  |           | 39,219 |       |  |                        | 43,635 |       |  |   | 41,591 |  |  |   | 50,128 |  |  |   | 50,044 | 
|           
|           
|           
|           
|            | FHLB stock                      |  |           | 8,014  |       |  |           | 8,014  |       |  |                        | 7,451  |       |  |   | 7,451  |  |  |   | 6,948  |  |  |   | 6,948  | 
|            |                                 |  |           |        |       |  |           |        |       |  |                        |        |       |  |   |        |  |  |   |        |  |  |   |       
|            | Total securities and FHLB stock |  | $         | 57,788 |       |  | $         | 56,667 |       |  | $                      | 61,086 |       |  | $ | 57,817 |  |  | $ | 72,575 |  |  | $ | 72,394 | 
|            |                                 |  |           |        |       |  |           |        |       |  |                        |        |       |  |   |        |  |  |   |        |  |  |   |       

The table below sets forth certain information regarding the carrying value,
weighted average yields and contractual maturities of the investment securities
portfolio, excluding FHLB of Cincinnati stock, as of December 31, 2000. The
weighted average yield has been computed using the historical amortized cost
for securities available for sale.

|            |                            |  |           |       |          |  |                        |        |          |  |          |       |   |  |   |        |   |  |   |        |  
|----------- | -------------------------- |  | --------- | ----- | -------- |  | ---------------------- | ------ | -------- |  | -------- | ----- | - |  | - | ------ | - |  | - | ------ | -
|            |                            |  |           |       |          |  | December 31, 2000     
|            |                            |  |          
|            |                            |  | Less Than |       | 1 to 5   |  | 6 to 10                |        | Over 10 
|            |                            |  | 1 Year    |       | Years    |  | Years                  |        | Years    |  | Total   
|            |                            |  |           |       |          |  |                        |        |          |  |         
|            |                            |  | Carrying  |       | Carrying |  | Carrying               |        | Carrying |  | Carrying
|            |                            |  | Value     |       | Value    |  | Value                  |        | Value    |  | Value   
|            |                            |  |           |       |          |  |                        |        |          |  |         
|            |                            |  |           |       |          |  | (Dollars in Thousands)
|Securities:
|           
|           
|           
|           
|            | U.S. government agencies   |  | $         |      |          |  | $                      |       |          |  | $        |      |   |  | $ | 9,434  |   |  | $ | 9,434  |  
|           
|           
|           
|           
|            | Mortgage-backed securities |  |           | 4,717 |          |  |                        | 21,861 |          |  |          | 9,831 |   |  |   | 2,810  |   |  |   | 39,219 |  
|            |                            |  |           |       |          |  |                        |        |          |  |          |       |   |  |   |        |   |  |   |       
|            | Total securities           |  | $         | 4,717 |          |  | $                      | 21,861 |          |  | $        | 9,831 |   |  | $ | 12,244 |   |  | $ | 48,653 |  
|            |                            |  |           |       |          |  |                        |        |          |  |          |       |   |  |   |        |   |  |   |       
|            | Weighted average yield     |  |           | 6.57  | %        |  |                        | 6.57   | %        |  |          | 6.57  | % |  |   | 6.27   | % |  |   | 6.49   | %

Excluding those holdings in the investment portfolio in the U.S. government
agencies, there were no investments in securities of any one issuer which
exceeded 10% of the consolidated shareholders equity at December 31, 2000. At
December 31, 2000, the Company had no tax-exempt securities.

Sources of Funds

General

The Companys primary sources of funds are deposits, borrowings, repayment of
loan principal, sales and repayments of mortgage-backed securities, maturing
investments in certificates of deposit, and funds provided from operations.
Borrowings, consisting of FHLB advances, may be used at times to compensate for
seasonal reductions in deposits or deposit inflows at less than projected
levels, and may be used on a longer-term basis to support expanded lending
activities.

Deposits

The Company offers a variety of deposit accounts having a wide range of
interest rates and terms. The Companys deposits consist of passbook and
statement savings accounts, NOW, demand and money market fund accounts, and
certificate accounts ranging in terms from six months to ten years. The
Company only solicits deposits from its market area and does not currently use
brokers to obtain deposits. The Company

14.



---



relies primarily on competitive pricing policies, advertising and customer
service to attract and retain these deposits.

The variety of deposit accounts offered by the Company has allowed it to be
competitive in obtaining funds and to respond with flexibility to changes in
consumer demand. The Company has become more susceptible to short-term
fluctuations in deposit flows, as customers have become more interest rate
conscious. The Company endeavors to manage the pricing of its deposits in
keeping with its asset/liability management and profitability objectives. The
ability of the Company to attract and maintain certificates of deposit accounts
and the rates paid on these deposits has been and will continue to be
significantly affected by market conditions.

The following table sets forth the average dollar amount of deposits in the
various types of deposit programs offered by the Company and the average rate
paid for those deposits for the periods indicated.

|                                  |                |   |         |                        |         |                         |         |      |         |   |         |         |         |  |      |      |   |   |         |         |  |  |      |      |  
|--------------------------------- | -------------- | - | ------- | ---------------------- | ------- | ----------------------- | ------- | ---- | ------- | - | ------- | ------- | ------- |  | ---- | ---- | - | - | ------- | ------- |  |  | ---- | ---- | -
|                                  |                |   |         |                        |         | Year Ended December 31,
|                                  |                |   |        
|                                  |                |   | 2000    |                        | 1999    |                         | 1998   
|                                  |                |   |         |                        |         |                         |        
|                                  |                |   | Average |                        | Average |                         | Average |      | Average |   | Average |         | Average
|                                  |                |   | Amount  |                        | Rate    |                         | Amount  |      | Rate    |   | Amount  |         | Rate   
|                                  |                |   |         |                        |         |                         |         |      |         |   |         |         |        
|                                  |                |   |         | (Dollars in Thousands)
|Demand and NOW accounts           |                | $ | 16,729  |                        |         |                         | 0.87    | %    |         | $ | 12,767  |         |         |  | 1.14 | %    |   | $ | 12,990  |         |  |  | 1.39 | %   
|                                 
|                                 
|                                 
|                                 
|Savings and money market accounts |                |   | 58,437  |                        |         |                         | 4.34    |      |         |   | 64,387  |         |         |  | 3.94 |      |   |   | 65,709  |         |  |  | 3.98 |     
|                                 
|                                 
|                                 
|                                 
|Certificates of deposit           |                |   | 129,822 |                        |         |                         | 6.02    |      |         |   | 122,992 |         |         |  | 5.68 |      |   |   | 164,302 |         |  |  | 5.87 |     
|                                  |                |   |         |                        |         |                         |         |      |         |   |         |         |         |  |      |      |   |   |         |         |  |  |      |     
|                                  | Total deposits |   | $       | 204,988                |         |                         |         | 5.12 | %       |   | $       | 200,146 |         |  |      | 4.83 | % |   | $       | 243,001 |  |  |      | 5.12 | %
|                                  |                |   |         |                        |         |                         |         |      |         |   |         |         |         |  |      |      |   |   |         |         |  |  |      |     

The following table indicates the amount of the Companys certificates of
deposit and other deposits by time remaining until maturity as of December 31,
2000.

|                                           |  |          |       |        |  |                        |        |           |  |          |        |  |  |   |        |  |  |   |         | 
|------------------------------------------ |  | -------- | ----- | ------ |  | ---------------------- | ------ | --------- |  | -------- | ------ |  |  | - | ------ |  |  | - | ------- | 
|                                           |  |          |       |        |  |                        |        |           |  | Maturity
|                                           |  |         
|                                           |  |          |       |        |  | Over                   |        | Over     
|                                           |  | 3 Months |       | 3 to 6 |  | 6 to 12                |        | Over     
|                                           |  | or Less  |       | Months |  | Months                 |        | 12 Months |  | Total   
|                                           |  |          |       |        |  |                        |        |           |  |         
|                                           |  |          |       |        |  | (Dollars in Thousands)
|Certificates of deposit less than $100,000 |  | $        | 8,335 |        |  | $                      | 16,324 |           |  | $        | 38,835 |  |  | $ | 49,388 |  |  | $ | 112,882 | 
|                                          
|                                          
|                                          
|                                          
|Certificates of deposit $100,000 or more   |  |          | 1,322 |        |  |                        | 2,482  |           |  |          | 7,397  |  |  |   | 9,445  |  |  |   | 20,646  | 
|                                           |  |          |       |        |  |                        |        |           |  |          |        |  |  |   |        |  |  |   |         | 
|Total certificates of deposit              |  | $        | 9,657 |        |  | $                      | 18,806 |           |  | $        | 46,232 |  |  | $ | 58,833 |  |  | $ | 133,528 | 
|                                           |  |          |       |        |  |                        |        |           |  |          |        |  |  |   |        |  |  |   |         | 

Borrowings

Another source of funds includes advances from the FHLB of Cincinnati. As a
member of the FHLB of Cincinnati, the Bank is required to own capital stock and
is authorized to apply for advances. Each FHLB credit program has its own
interest rate, which may be fixed or variable, and includes a range of
maturities. The FHLB of Cincinnati may prescribe the acceptable uses to which
these advances may be put, as well as limitations in the size of the advances
and repayment provisions. The FHLB advances are secured by the Banks blanket
agreement for advances and security agreement and are not tied to specific
investments or loans.

15.



---



The following table sets forth the maximum month-end balance and average
balance of FHLB advances for the periods indicated.

|                                                             |  |                         |         |      |  |      |        |   |  |   |        |  
|------------------------------------------------------------ |  | ----------------------- | ------- | ---- |  | ---- | ------ | - |  | - | ------ | -
|                                                             |  | Year Ended December 31,
|                                                             |  |                        
|                                                             |  | 2000                    |         | 1999 |  | 1998
|                                                             |  |                         |         |      |  |     
|                                                             |  | (Dollars in Thousands) 
|Average balance outstanding during the year                  |  | $                       | 91,189  |      |  | $    | 76,449 |   |  | $ | 62,802 |  
|                                                            
|                                                            
|                                                            
|                                                            
|Maximum balance outstanding at any month-end
during the year |  | $                       | 100,296 |      |  | $    | 90,247 |   |  | $ | 88,256 |  
|                                                            
|                                                            
|                                                            
|                                                            
|Balance outstanding at end of period                         |  | $                       | 100,225 |      |  | $    | 82,183 |   |  | $ | 85,252 |  
|                                                            
|                                                            
|                                                            
|                                                            
|Weighted average interest rate during the year               |  |                         | 5.74    | %    |  |      | 5.19   | % |  |   | 5.66   | %
|                                                            
|                                                            
|                                                            
|                                                            
|Weighted average interest rate at end of year                |  |                         | 5.82    | %    |  |      | 5.41   | % |  |   | 5.30   | %

Service Corporation Activities

Federal savings institutions generally may invest a limited percentage of their
assets in service corporations. In addition, federal savings institutions may
invest up to 50% of their regulatory capital in conforming loans to their
service corporations. In addition to investments in service corporations,
federal savings institutions are permitted to invest an unlimited amount in
operating subsidiaries engaged solely in activities in which federal savings
institutions may engage directly.

At December 31, 2000, the Bank had a book investment of $603,067 in
CornerstoneBanc Financial Services, an operating subsidiary created to generate
mortgage lending in areas outside of the Banks normal lending area.

Competition

The Company faces strong competition, both in originating real estate and other
loans and in attracting deposits. Competition in originating real estate loans
comes primarily from commercial banks, other savings institutions, credit
unions and mortgage bankers making loans secured by real estate located in the
Companys market area. The Company competes for real estate and other loans
principally based on interest rates charged, the quality of services it
provides to borrowers, and loan fees it charges, and the types of loans it
originates.

The Company attracts all of its deposits through its retail banking offices,
primarily from the communities in which those retail banking offices are
located; therefore, competition for those deposits is principally from
commercial banks, other savings institutions, credit unions and brokerage firms
located in the same communities. The Company competes for these deposits by
offering a variety of deposit accounts at competitive rates, convenient
business hours, and convenient branch locations with interbranch deposit and
withdrawal privileges at each.

On November 12, 1999, the Gramm-Leach-Bliley Act (the GLB Act) was enacted
into law. The GLB Act makes sweeping changes in the financial services in
which various types of financial institutions may engage. The Glass-Steagall
Act, which had generally prevented banks from affiliation with securities and
insurance firms, was repealed. A new financial holding company, which owns
only well capitalized and well managed depository institutions, will be
permitted to engage in a variety of financial activities, including insurance
and securities underwriting and agency activities.

The GLB Act permits unitary savings and loan holding companies in existence on
May 4, 1999, including the Corporation to continue to engage in all activities
that they were permitted to engage in prior to the enactment of the Act. Such
activities are essentially unlimited, provided that the thrift subsidiary
remains a qualified

16.



---



thrift lender. Any thrift holding company formed after May 4, 1999 will be
subject to the same restrictions as a multiple thrift holding company. In
addition, a unitary thrift holding company in existence at May 4, 1999 may be
sold only to a financial holding company engaged in activities permissible for
multiple savings and loan holding companies.

The GLB Act is not expected to have a material effect on the activities in
which the Corporation is currently engaged, except to the extent that
competition with other types of financial institutions may increase as they
engage in activities not permitted prior to enactment of the GLB Act.

REGULATION

General

The Bank is subject to regulation, examination and oversight by the OTS and
the FDIC. The Bank must file periodic reports with the OTS and FDIC concerning
its activities and financial condition. Examinations are conducted
periodically by federal regulators to determine whether the Bank complies with
various regulatory requirements and is operating in a safe and sound manner.
The Bank is a member of the FHLB of Cincinnati.

Office of Thrift Supervision

General

The OTS is an office in the Department of the Treasury and is responsible for
the regulation and supervision of all federally-chartered savings and loan
associations and all other savings and loan associations the deposits of which
are insured by the FDIC. The OTS issues regulations governing the operation of
savings and loan associations based on their asset size to cover the costs of
this supervision and examination. The OTS also may initiate enforcement
actions against savings and loan associations and certain persons affiliated
with them for violations of laws or regulations or for engaging in unsafe or
unsound practices. If the grounds provided by law exist, the OTS may appoint a
conservator or receiver for a savings and loan association.

Savings associations are subject to regulatory oversight under various consumer
protection and fair lending laws. These laws govern, among other things,
truth-in-lending disclosures, equal credit opportunity, fair credit reporting
and community reinvestment. Failure to abide by federal laws and regulations
governing community reinvestment could limit the ability of an association to
open a new branch or engage in a merger. Community reinvestment regulations
evaluate how well and to what extent an institution lends and invests in its
designated service area, with particular emphasis on low-to-moderate income
communities and borrowers in that area. The Bank has received a satisfactory
examination rating under those regulations.

Federal Regulation of Savings Institutions.The OTS has extensive authority
over the operations of federal savings institutions. As part of this
authority, the Bank is required to file periodic reports with the OTS and is
subject to periodic examinations by the OTS and the FDIC. When these
examinations are conducted by the OTS and the FDIC, the examiners may require
an institution to provide for higher general or specific loan-loss reserves.
All federal savings institutions are subject to a semi-annual assessment, based
upon the institutions total assets, to fund OTS operations. The Banks OTS
assessment for the fiscal year ended December 31, 2000 was $73,000.

The OTS also has extensive enforcement authority over all federal savings
institutions and their holding companies, including the Company. This
enforcement authority includes, among other things, the ability to assess civil
money penalties, to issue cease-and-desist or removal orders and to initiate
injunctive actions. In general, these enforcement actions may be initiated for
violations of laws and regulations and unsafe or unsound practices. Other
actions or inactions may provide the basis for enforcement action, including

17.



---



misleading or untimely reports filed with the OTS. Except under certain
circumstances, public disclosure of final enforcement actions by the OTS is
required.

In addition, the investment, lending and branching authority of the Bank is
prescribed by federal laws and they are prohibited from engaging in any
activities not permitted by such laws. For instance, no federal savings
institution may invest in non-investment grade corporate debt-securities. In
addition, the permissible level of investment by federal institutions in loans
secured by non-residential real property may not exceed 400% of total capital,
except with approval of the OTS. Federal savings institutions are also
generally authorized to branch nationwide. The Bank complies with the noted
restrictions.

The Banks general permissible lending limit for loans-to-one borrower is equal
to the greater of $500,000 or 15% of unimpaired capital and surplus (except for
loans fully secured by certain readily marketable collateral, in which case
this limit is increased to 25% of unimpaired capital and surplus). At December
31, 2000, the Banks lending limit under this restriction was $5.9 million.
The Bank complies with the loans-to-one borrower limitation.

The OTS, as well as the other federal banking agencies, has adopted guidelines
establishing safety and soundness standards on such matters as loan
underwriting and documentation, asset quality, earnings standards, internal
controls and audit systems, interest rate risk exposure and compensation and
other employee benefits. Any institution that fails to comply with these
standards must submit a compliance plan.

Insurance of Accounts and Regulation by the FDIC

The Banks deposits are insured by the SAIF, which is administered by the FDIC.
Deposits are insured up to applicable limits by the FDIC and such insurance is
backed by the full faith and credit of the United States Government. As
insurer, the FDIC imposes deposit insurance premiums and is authorized to
conduct examinations of and to require reporting by FDIC-insured institutions.
It also may prohibit any FDIC-insured institution from engaging in any activity
the FDIC determines by regulation or order to pose a serious risk to the SAIF
or the BIF. The FDIC also has the authority to initiate enforcement actions
against savings associations, after giving the OTS an opportunity to take such
action, and may terminate the deposit insurance if it determines that the
institution has engaged in unsafe or unsound practices, or is in an unsafe or
unsound condition.

The FDICs deposit insurance premiums are assessed through a risk-based system
under which all insured depository institutions are placed into one of nine
categories and assessed insurance premiums based upon their level of capital
and supervisory evaluation. Under the system, institutions classified as well
capitalized (i.e.,a core capital ratio of at least 5%, a ratio of Tier 1 or
core capital to risk-weighted assets (Tier 1 risk-based capital) of at least
6% and a risk-based capital ratio of at least 10%) and considered healthy pay
the lowest premium while institutions that are less than adequately capitalized
(i.e., core or Tier 1 risk-based capital ratios of less than 4% or a risk-based
capital ratio of less than 8%) and considered of substantial supervisory
concern pay the highest premium. Risk classification of all insured
institutions is made by the FDIC for each semi-annual assessment period. The
Bank is classified as well-capitalized.

The FDIC is authorized to increase assessment rates, on a semiannual basis, if
it determines that the reserve ratio of the SAIF will be less than the
designated reserve ratio of 1.25% of SAIF insured deposits. In setting these
increased assessments, the FDIC must seek to restore the reserve ratio to that
designated reserve level, or such higher reserve ratio as established by the
FDIC. The FDIC may also impose special assessments on SAIF members to repay
amounts borrowed from the United States Treasury or for any other reason deemed
necessary by the FDIC.

Effective January 1, 1997, the premium schedule for BIF and SAIF insured
institutions ranged from 0 to 27 basis points. However SAIF insured
institutions are required to pay a Financing Corporation (FICO)

18.



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assessment, in order to fund the interest on bonds issued to resolve thrift
failures in the 1980s. Prior to January 1, 2000, this assessment for SAIF
insured institutions was 5.92 basis points. The assessment was 2.12 basis
points in January 1, 2000 when BIF insured institutions fully participated in
the assessment. These assessments, which may be revised based upon the level
of BIF and SAIF deposits, will continue until the bonds mature in the year
2017.

Regulatory Capital Requirements

Federally insured savings associations are required to maintain a minimum level
of regulatory capital. The OTS has established capital standards, including a
tangible capital requirement, a leverage ratio (or core capital) requirement
and a risk-based capital requirement applicable to such savings associations.
These capital requirements must be generally as stringent as the comparable
capital requirements for national banks. The OTS is also authorized to impose
capital requirements in excess of these standards on individual associations on
a case-by-case basis.

The capital regulations require tangible capital of at least 1.5% of adjusted
total assets (as defined by regulation). Tangible capital generally includes
common shareholders equity and retained income, and certain noncumulative
perpetual preferred stock and related income. In addition, all intangible
assets, other than a limited amount of purchased mortgage-servicing rights,
must be deducted from tangible capital. At December 31, 2000, the Bank had no
intangible assets included in its financial statements.

The OTS regulations establish special capitalization requirements for savings
associations that own subsidiaries. In determining compliance with the capital
requirements, all subsidiaries engaged solely in activities permissible for
national banks or engaged in certain other activities solely as agent for its
customers are includable subsidiaries that are consolidated for capital
purposes in proportion to the associations level of ownership. For excludable
subsidiaries, the debt and equity investments in such subsidiaries are deducted
from assets and capital. The Banks subsidiaries are includable subsidiaries.

At December 31, 2000, the Bank had tangible capital of $39.1 million, or 11.1%
of adjusted total assets, which is $33.8 million above the minimum requirement
of 1.5% of adjusted total assets in effect on that date.

The capital standards also require core capital equal to at least 3% of
adjusted total assets. Core capital generally consists of tangible capital
plus certain intangible assets, including a limited amount of purchased credit
card relationships. At December 31, 2000, the Bank had no intangibles that
were subject to these tests. As a result of the prompt corrective action
provisions discussed below, however, a savings association must maintain a core
capital ratio of at least 4% to be considered adequately capitalized unless its
supervisory condition is such to allow it to maintain a 3% ratio.

At December 31, 2000, the Bank had core capital equal to $39.1 million, or
11.1% of adjusted total assets, which is $24.9 million above the minimum
leverage ratio requirement of 4% as in effect on that date.

The OTS risk-based requirement requires savings associations to have total
capital of at least 8% of risk-weighted assets. Total capital consists of core
capital, as defined above, and supplementary capital. Supplementary capital
consists of certain permanent and maturing capital instruments that do not
qualify as core capital and general valuation loan and lease loss allowances up
to a maximum of 1.25% of risk-weighted assets. Supplementary capital may be
used to satisfy the risk-based requirement only to the extent of core capital.
The OTS is also authorized to require a savings association to maintain an
additional amount of total capital to account for concentration of credit risk
and the risk of non-traditional activities. At December 31, 2000, the Bank had
no capital instruments that qualify as supplementary capital and $1.4 million
of general loss reserves, which was less than 1.0% of risk-weighted assets.

Certain exclusions from capital and assets are required to be made for the
purpose of calculating total capital. Such exclusions consist of equity
investments (as defined by regulation) and that portion of land loans and

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nonresidential construction loans in excess of an 80% loan-to-value ratio and
reciprocal holdings of qualifying capital instruments. The Bank had no such
exclusions from capital and assets at December 31, 2000.

In determining the amount of risk-weighted assets, all assets, including
certain off-balance sheet items, will be multiplied by a risk weight, ranging
from 0% to 100%, based on the risk inherent in the type of asset. For example,
the OTS has assigned a risk weight of 50% for prudently underwritten permanent
one-to-four family first lien mortgage loans not more than 90 days delinquent
and having a loan-to-value ratio of not more than 80% at origination unless
insured to such ratio by an insurer approved by the Fannie Mae or Freddie Mac.

OTS regulations also require that every savings association with more than
normal interest rate risk exposure to deduct from its total capital, for
purposes of determining compliance with such requirement, an amount equal to
50% of its interest rate risk exposure multiplied by the present value of its
assets. This exposure is a measure of the potential decline in the net
portfolio value of a savings association, greater than 2% of the present value
of its assets, based upon a hypothetical 200 basis point increase or decrease
in interest rates (whichever results in a greater decline). Net portfolio
value is the present value of expected cash flows from assets, liabilities and
off-balance sheet contracts. The rule will not become effective until the OTS
evaluates the process by which savings associations may appeal an interest rate
risk deduction determination. It is uncertain as to when this evaluation may
be completed. Any savings institution with less than $300 million in assets
and a total capital ratio in excess of 12% is exempt from this requirement
unless the OTS determines otherwise.

On December 31, 2000, the Bank had total capital (as defined above) of $40.5
million (including $39.1 million in core capital and $1.4 of general loss
reserves) and risk-weighted assets of $236.3 million. Total capital was 17.2%
of risk-weighted assets. This amount was $21.6 million above the 8.0%
requirement in effect on that date.

The OTS and the FDIC are authorized and, under certain circumstances required,
to take certain actions against savings associations that fail to meet their
capital requirements. The OTS is generally required to take action to restrict
the activities of an undercapitalized association (generally defined to be
one with less than either a 4% core capital ratio, a 4% Tier 1 risked-based
capital ratio or an 8% risk-based capital ratio). Any such association must
submit a capital restoration plan and until such plan is approved by the OTS
may not increase its assets, acquire another institution, establish a branch or
engage in any new activities, and generally may not make capital distributions.
The OTS is authorized to impose the additional restrictions that are
applicable to significantly undercapitalized associations.

As a condition to the approval of the capital restoration plan, any company
controlling an undercapitalized association must agree that it will enter into
a limited capital maintenance guarantee with respect to the institutions
achievement of its capital requirements.

Any savings association that fails to comply with its capital plan or is
significantly undercapitalized (i.e., Tier 1 risk-based or core capital
ratios of less than 3% or a risk-based capital ratio of less than 6%) must be
made subject to one or more of additional specified actions and operating
restrictions which may cover all aspects of its operations and include a forced
merger or acquisition of the association. An association that becomes
critically undercapitalized (i.e., a tangible capital ratio of 2% or less) is
subject to further mandatory restrictions on its activities in addition to
those applicable to significantly undercapitalized associations. In addition,
the OTS must appoint a receiver (or conservator with the concurrence of the
FDIC) for a savings association, with certain limited exceptions, within 90
days after it becomes critically undercapitalized. Any undercapitalized
association is also subject to the general enforcement authority of the OTS and
the FDIC, including the appointment of a conservator or a receiver.

The OTS is also generally authorized to reclassify an association into a lower
capital category and impose the restrictions applicable to such category if the
institution is engaged in unsafe or unsound practices or is in an unsafe or
unsound condition.

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The imposition by the OTS or the FDIC of any of these measures on the Bank may
have a substantial adverse effect on the Companys operations and
profitability. The Companys shareholders do not have preemptive rights, and
therefore, if the Company is directed by the OTS or the FDIC to issue
additional shares of Common Stock, such issuance may result in the dilution in
the percentage of ownership of the Company.

Limitations on Capital Distributions.The OTS imposes various restrictions or
requirements on the ability of associations to make capital distributions,
according to ratings of associations based on their capital level and
supervisory condition. Capital distributions, for purposes of such regulation,
include, without limitation, payments of cash dividends, repurchases, and
certain other acquisitions by an association of its shares and payments to
stockholders of another association in an acquisition of such other
association.

A savings and loan holding company must file a notice or an application with
the OTS before it can declare and pay a dividend. An application must be
submitted and approval from the OTS must be obtained (1) if the proposed
distribution would cause total distributions for that year to exceed net income
for that calendar year to date plus the savings associations retained net
income for the preceding two years; (2) if the savings association will not be
at least adequately capitalized following the capital distribution; (3) if the
proposed distribution would violate a prohibition contained in any applicable
statute, regulation or agreement between the savings association and the OTS
(or the FDIC), or a condition imposed on the savings association in an
OTS-approved application or notice; or, (4) if the savings association has not
received certain favorable examination ratings from the OTS. If a savings
association subsidiary of a holding company is not required to file an
application, it must file a notice with the OTS.

In addition to certain federal income tax considerations, OTS regulations
impose limitations on the payment of dividends and other capital distributions
by savings association. Under OTS regulations applicable to converted savings
associations, the Bank is not permitted to pay a cash dividend on its common
shares if its regulatory capital would, as a result of payment of such
dividends, be reduced below the amount required for the Liquidation Account, or
below applicable regulatory capital requirements prescribed by the OTS.

Liquidity.OTS regulations require that savings associations maintain an
average daily balance of liquid assets (cash, certain time deposits,
associations acceptances, and specified United States Government, state or
federal agency obligations) equal to a monthly average of not less than 4% of
its net withdrawable savings deposits plus borrowings payable in one year or
less. Monetary penalties may be imposed upon member institutions failing to
meet liquidity requirements. The eligible liquidity of the Bank at December
31, 2000 was 17.20%.

Qualified Thrift Lender Test.Savings associations must meet one of two
possible tests in order to be a qualified thrift lender (QTL). The first
test requires a savings association to maintain a specified level of
investments in assets that are designated as qualifying thrift investments
(QTI), which are general related to domestic residential real estate and
manufactured housing and include credit card, student and small business loans
and stock issued by any FHLB, the FHLMC or the FNMA. Under this test 65% of an
institutions portfolio assets (total assets less goodwill and other
intangibles, property used to conduct business, and 20% of liquid assets) must
consist of QTI on a monthly average basis in nine out of every 12 months. The
second test permits a savings association to qualify as a QTL by meeting the
definition of domestic building and loan association under the Internal
Revenue Code of 1986, as amended (the Code). In order for an institution to
meet the definition of a domestic building and loan association under the
Code, at least 60% of such institutions assets must consist of specified types
of property, including cash, loans secured by residential real estate or
deposits, educational loans and certain governmental obligations. The OTS may
grant exceptions to the QTL test under certain circumstances. If a savings
association fails to meet the QTL test, the association and its holding company
become subject to certain operating and regulatory restrictions. A savings
association that fails to meet one of the QTL tests will not be eligible for
new FHLB advances. At December 31, 2000 the Bank met the QTL test.

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Community Reinvestment Act

Under the Community Reinvestment Act (CRA), every FDIC insured institution
has a continuing and affirmative obligation consistent with safe and sound
banking practices to help meet the credit needs of its entire community,
including low and moderate-income neighborhoods. The CRA does not establish
specific lending requirements or programs for financial institutions nor does
it limit an institutions discretion to develop the types of products and
services that it believes are best suited to its particular community,
consistent with the CRA. The CRA requires the OTS, in connection with the
examination of the Banks, to assess the institutions record of meeting the
credit needs of its community and to take such record into account in its
evaluation of certain applications, such as a merger or the establishment of a
branch, by the Bank. An unsatisfactory rating may be used as the basis for the
denial of an application by the OTS.

The federal banking agencies, including the OTS, have recently revised the CRA
regulations and the methodology for determining an institutions compliance
with the CRA. Due to the heightened attention being given to the CRA in the
past few years, the Bank may be required to devote additional funds for
investment and lending in its local community. The Bank was examined for CRA
compliance in 2000 and received a rating of satisfactory.

Transactions with Insiders and Affiliates.Loans to executive officers,
directors, and principal shareholders and their related interests must conform
to the lending limit on loans to one borrower, and the total of such loans to
executive officers, directors, principal shareholders, and their related
interests cannot exceed the Banks Lending Limit Capital (or 200% of Lending
Limit Capital for qualifying institutions with less than $100 million in
assets). Most loans to directors, executive officers, and principal
shareholders must be approved in advance by a majority of the disinterested
members of the board directors of the Bank with any interested director not
participating. All loans to directors, executive officers, and principal
shareholders must be made on terms substantially the same as offered in
comparable transactions with the general public or as offered to all employees
in a company-wide benefit program, and loans to executive officers are subject
to additional limitations. The Bank complied with such restrictions at
December 31, 2000.

Holding Company Regulation.The Company is a unitary savings and loan company
subject to regulatory oversight by the OTS. As such, the Company is required
to register and file reports with the OTS and is subject to regulation and
examination by the OTS. In addition, the OTS has enforcement authority over
the Company and its non-savings association subsidiaries which also permits the
OTS to restrict or prohibit activities that are determined to be a serious risk
to the subsidiary savings association.

As a unitary savings and loan company, the Company generally is not subject to
activity restrictions. If the Company acquires control of another savings
association as a separate subsidiary, it would become a multiple savings and
loan company, and the activities of the Company and any of its subsidiaries
(other than the Bank or any other SAIF insured savings association) would
become subject to such restrictions unless such other associations each qualify
as a QTL and were acquired in a supervisory acquisition.

If the Bank fails the QTL test, the Company must obtain the approval of the OTS
prior to continuing after such failure, directly or through its other
subsidiaries, any business activity other than those approved for multiple
savings and loan holding companies or their subsidiaries. In addition, within
one year of such failure the Company must register as, and will become subject
to, the restrictions applicable to bank holding companies. The activities
authorized for a bank holding company are more limited than are the activities
authorized for a unitary or multiple savings and loan company. See Qualified
Thrift Lender Test.

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

Federal Securities Law.The stock of the Company is registered with the SEC
under the Securities Exchange Act of 1934, as amended (the Exchange Act).
Accordingly, the Company is subject to the information, proxy solicitation,
insider trading restrictions and other requirements of the SEC under the
Exchange Act.

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Company stock held by persons who are affiliates (generally officers, directors
and principal shareholders) of the Company may not be resold without
registration or unless sold in accordance with certain resale restrictions. If
the Company meets specified current public-information requirements, each
affiliate of the Company is able to sell in the public market, without
registration, a limited number of shares in any three month period.

FDIC.The FDIC is an independent federal agency that insures the deposits, up
to prescribed statutory limits, of federally-insured banks and thrifts and
safeguards the safety and soundness of the banking and thrift industries. The
FDIC administers two separate insurance funds, the Bank Insurance Fund (the
BIF) for commercial banks and sate savings banks and the SAIF for savings
associations. The FDIC is required to maintain designated levels of reserves
in each fund. The Banks deposit accounts are insured by the FDIC in the SAIF
up to the prescribed limits. The FDIC has examination authority over all
insured depository institutions, including the Bank, and has authority to
initiate enforcement actions if the FDIC does not believe the OTS has taken
appropriate action to safeguard safety and soundness and the deposit insurance
fund.

The FDIC is required to maintain designated levels of reserves in each fund.
The FDIC may increase assessment rates for either fund if necessary to restore
the funds ratio of reserves to insured deposits to its target level within a
reasonable time and may decrease such rates if such target level has been met.
The FDIC has established a risk-based assessment system for both SAIF and BIF
members. Under this system, assessments vary based on the risk the institution
poses to its deposit insurance fund. The risk level is determined based on the
institutions capital level and the FDICs level of supervisory concern about
the institution. Since the Bank is considered a healthy institution under this
system, it pays the lowest assessment rate.

Federal Reserve System.The Federal Reserve Board requires all depository
institutions to maintain non-interest bearing reserves at specified levels
against their transaction accounts (primarily checking, NOW, and Super NOW
checking accounts). At December 31, 2000, the Bank complied with these reserve
requirements. The balances maintained to meet the reserve requirements imposed
by the Federal Reserve Board might be used to satisfy liquidity requirements
that may be imposed by the OTS. (See Liquidity.)

Savings associations are authorized to borrow from the Federal Reserve Bank
discount window, but Federal Reserve Board regulations require associations
to exhaust other reasonable alternative sources of funds, including FHLB
borrowings, before borrowing from the Federal Reserve Bank.

Federal Home Loan Banks.The FHLBs provide credit to their members in the form
of advances. See Deposits and Borrowings. The Bank is a member of the FHLB
of Cincinnati and must maintain an investment in the capital stock of the FHLB
of Cincinnati in an amount equal to the greater of 1% of the aggregate
outstanding principal amount of the Banks residential mortgage loans, home
purchase contracts, and similar obligations at the beginning of each year, and
5% of its advances from the FHLB. The Bank complies with this requirement with
an investment in stock of the FHLB of Cincinnati of $8.0 million at December
31, 2000.

For the year ended December 31, 2000, dividends paid by the FHLB of Cincinnati
to the Bank totaled $562,000 which constituted a $59,000 increase over the
amount of dividends received in 1999.

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Federal Taxation

WOFC and the Bank are each subject to the federal tax laws and regulations that
apply to corporations generally. In addition to the regular income tax, WOFC
and the Bank may be subject to an alternative minimum tax imposed at a minimum
tax rate of 20% on alternative minimum taxable income"(which is the sum of a
corporations regular taxable income, with certain adjustments, and tax
preference items), less any available exemption. Such tax preference items
include interest on certain tax-exempt bonds issued after August 7, 1986. In
addition, 75% of the amount by which a corporations adjusted current
earnings exceeds its alternative minimum taxable income computed without
regard to this preference item and prior to reduction by net operating losses,
is included in alternative minimum taxable income. Net operating losses can
offset no more than 90% of alternative minimum taxable income. The alternative
minimum tax is imposed to the extent it exceeds the corporations regular
income tax. Payments of alternative minimum tax may be used as credits against
regular tax liabilities in future years.

Prior to the enactment of the Small Business Jobs Protection Act (the Small
Business Act), which was signed into law on August 21, 1996, certain thrift
institutions, were allowed deductions for bad debts under methods more
favorable than those granted to other taxpayers. Qualified thrift institutions
could compute deductions for bad debts using either the specific charge off
method of Section 166 of the Code, or one of the two reserve methods of
Section 593 of the Code. The reserve methods under Section 593 of the Code
permitted a thrift institution annually to elect to deduct bad debts under
either (i) the percentage of taxable income  method applicable only to thrift
institutions, or (ii) the experience method that also was available to small
banks. Under the percentage of taxable income method, a thrift institution
generally was allowed a deduction for an addition to its bad debt reserve equal
to 8% of its taxable income (determined without regard to this deduction and
with additional adjustments). Under the experience method, a thrift institution
was generally allowed a deduction for an addition to its bad debt reserve equal
to the greater of (i) an amount based on its actual average experience for
losses in the current and five preceding taxable years, or (ii) an amount
necessary to restore the reserve to its balance as of the close of the base
year. A thrift institution could elect annually to compute its allowance
addition to bad debt reserves for qualifying loans under either the experience
method or the percentage of taxable income method.

The Small Business Act eliminated the percentage of taxable-income reserve
method of accounting for bad debts by thrift institutions, effective for
taxable years beginning after 1995. Thrift institutions that would be treated
as small banks are allowed to use the experience method applicable to such
institutions, while thrift institutions that are treated as large banks are
required to use only the specific charge off method. WOFC and the Bank qualify
as a small bank.

A thrift institution required to change its method of computing reserves for
bad debts will treat such change as a change in the method of accounting,
initiated by the taxpayer, and having been made with the consent of the
Secretary of the Treasury. Section 481(a) of the Code requires certain amounts
to be recaptured with respect to such change. Generally, the amounts to be
recaptured will be determined solely with respect to the applicable excess
reserves of the taxpayer. The amount of the applicable excess reserves will
be taken into account ratably over a six-taxable year period, beginning with
the first taxable year beginning after 1995, subject to the residential loan
requirement described below. In the case of a thrift institution that becomes a
large bank, the amount of the institutions applicable excess reserves
generally is the excess of (i) the balances of its reserve for losses on
qualifying real property loans (generally loans secured by improved real estate
and its reserve or losses on nonqualifying loans (all other types of loans) as
of the close of its last taxable year beginning before January 1, 1996, over
(ii) the balances of such reserves as of the close of its last taxable year
beginning before January 1, 1988 (i.e., the pre-1988 reserves). In the case
of a thrift institution that becomes a small bank, the amount of the
institutions applicable excess reserves generally is the excess of (i) the
balances of its reserve for losses on qualifying real property loans and its
reserve for losses on nonqualifying loans as of the close of its last taxable
year beginning before January 1, 1996, over (ii) the greater of the balance of
(a) its pre-1988 reserves or (b) what the thrifts reserves would have been at
the close of its last year beginning before January 1, 1996, had the thrift
always used the experience method.

For taxable years that began on or after January 1, 1996, and before January 1,
1998, if a thrift meets the residential loan requirement for a tax year, the
recapture of the applicable excess reserves otherwise required

24.



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to be taken into account as a Code Section 481(a) adjustment for the year will
be suspended. A thrift meets the residential loan requirement if, for the tax
year, the principal amount of residential loans made by the thrift during the
year is not less than its base amount. The base amount generally is the
average of the principal amounts of the residential loans made by the thrift
during the six most recent tax years beginning before January 1, 1996. A
residential loan is a loan as described in Section 7701(a)(C)(v) (generally a
loan secured by residential real and church property and certain mobile homes),
but only to the extent that the loan is made to the owner of the property.

The balance of the pre-1988 reserves is subject to the provisions of Section
593(e) as modified by the Small Business Act, which require recapture in the
case of certain excessive distributions to shareholders. The pre-1988 reserves
may not be utilized for payment of cash dividends or other distributions to a
shareholder (including distributions in dissolution or liquidation) or for any
other purpose (except to absorb bad debt losses). Distribution of a cash
dividend by a thrift institution to a shareholder is treated as made: first,
out of the institutions post-1951 accumulated earnings and profits; second,
out of the pre-1988 reserves; and third, out of such other accounts as may be
proper. To the extent a distribution by the Bank to WOFC is deemed paid out of
its pre-1988 reserves under these rules, the pre-1988 reserves would be reduced
and the Banks gross income for tax purposes would be increased by the amount
which, when reduced by the income tax, if any, attributable to the inclusion of
such amount in its gross income, equals the amount deemed paid of the pre-1988
reserves.

The Bank has not been audited by the IRS recently with respect to federal
income tax returns. In the opinion of management, any examination of still open
returns would not result in a deficiency that could have a material adverse
effect on the financial condition of the Bank.

Ohio Taxation

WOFC is subject to the Ohio Corporation franchise tax, which, as applied to
WOFC, is a tax measured by both net earnings and net worth. The rate of tax is
the greater of (i) 5.1% on the first $50,000 of computed Ohio taxable income
and 8.5% of computed Ohio taxable income in excess of $50,000 and (ii) 0.4%
times taxable net worth. Under these alternative measures of computing tax
liability, the states to which a taxpayers adjusted total net income and
adjusted total net worth are apportioned or allocated are determined by complex
formulas. The minimum tax is $50 per year.

A special litter tax is also applicable to all corporations, including WOFC,
subject to the Ohio Corporation franchise tax other than financial
institutions. If the franchise tax is paid on the net income basis, the litter
tax is equal to .11% of the first $50,000 of computed Ohio taxable income and
 .22% of computed Ohio taxable income in excess of $50,000. If the franchise
tax is paid on the net worth basis, the litter tax is equal to .014% times
taxable-net worth.

Certain holding companies, such as WOFC, will qualify for complete exemption
from the net worth tax if certain conditions are met. WOFC has in the past and
will most likely in the future meet these conditions and therefore, will
calculate its Ohio franchise tax on the net income basis.

The Bank is a financial institution for State of Ohio tax purposes. As such,
it is subject to the Ohio corporate franchise tax on financial institutions.
This annual tax was imposed at a rate of 1.3% for the 2000 tax year and
thereafter of the Banks apportioned book net worth, determined in accordance
with generally accepted accounting principles, less any statutory deduction.
As a financial institution, the Bank is not subject to any tax based upon net
income or net profits imposed by the State of Ohio.

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Delaware Taxation

As a Delaware holding company, the Company is exempted from Delaware corporate
income tax but is required to file an annual report with and pay an annual fee
to the State of Delaware. The Company is also subject to an annual franchise
tax imposed by the State of Delaware.

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Executive Officers

The executive officers of the Company are elected annually and hold office
until their respective successors have been elected and qualified or until
death, resignation or removal by the Board of Directors. Each executive
officer of the Company is also an executive officer of the Bank. There are no
arrangements or understandings between the persons named and any other person
pursuant to which such officers were selected.

CENTER>

| |                   |  |     |  |                                                              | 
| | ----------------- |  | --- |  | ------------------------------------------------------------ | 
| | Name              |  | Age |  | Positions Held with the Company                              | 
| |                   |  |     |  |                                                              | 
| | John W. Raisbeck  |  | 61  |  | President and Chief Executive Officer                       
|
|
|
|
| | Craig F. Fortin   |  | 40  |  | Senior Vice President, Treasurer and Chief
Financial Officer
|
|
|
|
| | John T. Heckman   |  | 49  |  | Executive Vice President                                    
|
|
|
|
| | Gary L. Hicks     |  | 49  |  | Executive Vice President                                    
|
|
|
|
| | Robert P. Brezing |  | 56  |  | Senior Vice President                                       

The business experience of each executive officer who is not also a Director of
the Company is set forth below.

Craig F. Fortin.Mr. Fortin is Senior Vice President, Treasurer and Chief
Financial Officer of the Company and the Bank, a position he has held since
February 1, 1999. From 1991 to January 1999, Mr. Fortin served as the Chief
Financial Officer of The Ohio Bank, Findlay, Ohio.

John T. Heckman.Mr. Heckman is Executive Vice President, Operations and
Administration of the Company and the Bank. Mr. Heckman has responsibility for
retail banking activity other than lending. From 1987 to April 1995, Mr.
Heckman served as an Assistant Director at the Office of Thrift Supervision.

Gary L. Hicks.Mr. Hicks is Executive Vice President of Mortgage lending. Mr.
Hicks has responsibility for all mortgage-banking functions and all consumer
loans.. Prior positions he has held include Chief Executive Officer for a
mortgage services company and senior manager for a major Ohio bank.

Robert P. Brezing. Mr. Brezing is Senior Vice President of the Company and the
Bank, positions he has held since October 1997. He is manager of Business
Banking responsible for all commercial loans, and commercial real estate loans.
From 1988 to 1997, Mr. Brezing served as Vice President of Banc One
Corporation, Columbus, Ohio.

Employees

At December 31, 2000, the Company and its subsidiary had 84 employees,
including 11 part-time employees. The Companys employees are not represented
by any collective bargaining group. Management considers its employee
relations to be good.

27.



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ITEM 2.  PROPERTIES

The Company conducts its business at its main office, which also serves as its
executive office, and the Banks five branch offices located in its market
area. The following table sets forth information relating to each of the
Companys offices as of December 31, 2000.

1.   Main Office, 28 East Main
Street, Springfield, Ohio

2.   Enon Branch, 7601 Dayton-Springfield Road, Enon, Ohio

3.   New Carlisle Branch, 210 North Main Street, New Carlisle, Ohio

4.   Springfield Branch, 1480 Upper Valley Pike, Springfield, Ohio

5.   Yellow Springs Branch, 50 Kahoe Lane, Yellow Springs, Ohio

6.   Beavercreek Branch, 3216 Seajay Drive, Beavercreek, Ohio

The Company owns all of its offices. Additionally, the Company has purchased
land and an existing building at 6291 Wilmington Pike, Centerville, Ohio for
the purpose of remodeling and opening a new branch during 2001. The total net
book value of the Companys premises and equipment (including land, building
and leasehold improvements and furniture, fixtures and equipment) at December
31, 2000 was $4.6 million. The Company considers all properties to be in good
operating condition and suitable for the purpose for which they are used. The
properties are unencumbered by any mortgage or security interest and are, in
managements opinion, adequately insured. See Note 5 of the Notes to
Consolidated Financial Statements in the Annual Report to Shareholders filed as
Exhibit 13 hereto.

In March 2000, the Company converted its data processing operations to its own
in-house system using software from Information Technology, Inc., Lincoln,
Nebraska. The net book value of the software, data processing and computer
equipment utilized by the Company at December 31, 2000 was approximately $1.1
million.

ITEM 3.  LEGAL PROCEEDINGS

The Company and its subsidiary are involved from time to time as plaintiff or
defendant in various legal actions arising in the normal course of their
business. While the ultimate outcome of pending proceedings cannot be
predicted with certainty, it is the opinion of management, after consultation
with counsel representing the Company, the Bank or its subsidiary in the
proceedings, that the resolution of these proceedings should not have a
material effect on the Companys consolidated financial position or results of
operations.

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

No matter was submitted to a vote of security holders, through the solicitation
of proxies or otherwise, during the quarter ended December 31, 2000.

28.



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PART  II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS

Page 6 of the Companys 2000 Annual Report to Shareholders is herein
incorporated by reference.

ITEM 6.  SELECTED FINANCIAL DATA

Pages 6 and 7 of the Companys 2000 Annual Report to Shareholders are herein
incorporated by reference.

ITEM 7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Pages 8 through 15 of the Companys 2000 Annual Report to Shareholders are
herein incorporated by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In an attempt to manage its exposure to changes in interest rates, management
monitors the Companys interest rate risk. The Board of Directors meets at
least quarterly to review the Companys interest rate risk position and
profitability. The Board of Directors also reviews the Companys portfolio,
formulates investment strategies and oversees the timing and implementation of
transactions to assure attainment of the Companys objectives in the most
effective manner. In addition, the Board anticipates reviewing on a quarterly
basis the Companys asset/liability position, including simulations of the
effect on the Companys capital of various interest rate scenarios.

In managing its asset/liability mix, the Company, depending on the relationship
between long- and short-term interest rates, market conditions and consumer
preference, often places more emphasis on managing net interest margin than on
better matching the interest rate sensitivity of its assets and liabilities in
an effort to enhance net interest income. Management believes that the
increased net interest income resulting from a mismatch in the maturity of its
asset and liability portfolios can, during periods of declining or stable
interest rates, provide high enough returns to justify the increased exposure
to sudden and unexpected increases in interest rates.

The primary objective of the Companys investment strategy is to provide
liquidity necessary to meet funding needs as well as to address daily, cyclical
and long-term changes in the asset/liability mix, while contributing to
profitability by providing a stable flow of dependable earnings. Investments
generally include interest-bearing deposits in other federally insured
financial institutions, FHLB stock and U.S. Government securities.

Generally, the investment policy of the Company is to invest funds among
various categories of investments and maturities based upon the Companys need
for liquidity, to achieve the proper balance between its desire to minimize
risk and maximize yield, to provide collateral for borrowings, and to fulfill
the Companys asset/liability management policies.

The Companys cost of funds responds to changes in interest rates due to the
relatively short-term nature of its deposit portfolio. Consequently, the
results of operations are heavily influenced by the levels of short-term
interest rates. The Company offers a range of maturities on its deposit
products at competitive rates and monitors the maturities on an ongoing basis.
For additional information regarding market risk, see pages 13 to 14 of the
Companys Annual Report to Shareholders.

29.



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ITEM 8.  FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA

Pages 16 through 37 of the Companys 2000 Annual Report to Shareholders are
herein incorporated by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

Management has had no disagreements with the independent accountants on
matters of accounting principals or financial statement disclosure required to
be reported under this item.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning Directors of the Company is incorporated herein by
reference from the Companys definitive Proxy Statement for the
Annual Meeting of Shareholders scheduled to be held on April 26, 2001 (except for information contained under the headings Compensation Committee Report on Executive
Compensation and Stock Performance Presentation), a copy of which will be
filed not later than 120 days after the close of the fiscal year. For
information concerning executive officers of the Company who are not also
Directors, see Executive Officers in Part I of this Annual Report on Form
10-K

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Companys
directors and executive officers, and persons who own more than 10% of the
Companys Common Stock (or any other equity securities, of which there is
none), to file with the Securities and Exchange Commission (the SEC) initial
reports of ownership and reports of changes in ownership of the Companys
Common Stock. Officers, directors and greater than 10% shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.

To the Companys knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 2000, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with in the year 2000.

ITEM 11.  EXECUTIVE COMPENSATION

Information concerning executive compensation is incorporated herein by
reference from the Companys definitive Proxy Statement for the Annual Meeting
of Shareholders scheduled to be held on April 26, 2001 (except for information
contained under the headings Compensation Committee Report on Executive
Compensation and Stock Performance Presentation), a copy of which will be
filed not later than 120 days after the close of the fiscal year.

30.



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ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information concerning security ownership of certain beneficial owners and
management is incorporated herein by reference from the Companys definitive
Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on
April 26, 2001 (except for information contained under the headings
Compensation Committee Report on Executive Compensation and Stock
Performance Presentation), a copy of which will be filed not later than 120
days after the close of the fiscal year.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information concerning certain relationships and transactions is incorporated
herein by reference from the Companys definitive Proxy Statement for the
Annual Meeting of Shareholders scheduled to be held on April 26, 2001 (except
for information contained under the headings Compensation Committee Report on
Executive Compensation and Stock Performance Presentation), a copy of which
will be filed not later than 120 days after the close of the fiscal year.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) (1) Financial Statements:

The following information appearing in the Companys Annual Report to
Shareholders for the year ended December 31, 2000, is incorporated by reference
in this Annual Report on Form 10-K as Exhibit 13.

|                                                |  |  |  |         
|----------------------------------------------- |  |  |  | --------
|                                                |  |  |  | Pages in
|                                                |  |  |  | Annual  
|Annual Report Section                           |  |  |  | Report  
|                                                |  |  |  |         
|Report of Independent Auditors                  |  |  |  | 16      
|                                               
|                                               
|                                               
|                                               
|Consolidated Balance Sheets                     |  |  |  | 17      
|                                               
|                                               
|                                               
|                                               
|Consolidated Statements of Income               |  |  |  | 18      
|                                               
|                                               
|                                               
|                                               
|Consolidated Statements of Comprehensive Income |  |  |  | 19      
|                                               
|                                               
|                                               
|                                               
|Consolidated Statements of Shareholders Equity |  |  |  | 20      
|                                               
|                                               
|                                               
|                                               
|Consolidated Statements of Cash Flows           |  |  |  | 21-22   
|                                               
|                                               
|                                               
|                                               
|Notes to Consolidated Financial Statements      |  |  |  | 23-37   

(a) (2) Financial Statement Schedules:

Financial statement schedules are omitted as they are not applicable or the
required information in the financial statements or notes therein found in the
Companys Annual Report to Shareholders.

31.



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(a) (3) Exhibits:

| |             |  |                                                                            |  |                    | 
| | ----------- |  | -------------------------------------------------------------------------- |  | ------------------ | 
| |             |  |                                                                            |  | Reference to Prior | 
| | Regulation  |  |                                                                            |  | Filing or Exhibit  | 
| | S-K Exhibit |  |                                                                            |  | Number Attached    | 
| | Number      |  | Document                                                                   |  | Hereto            
| |             |  |                                                                            |  |                   
| | 2           |  | Plan of acquisition, reorganization, arrangement, liquidation orsuccession |  | None               | 
|
|
|
|
| | 3 (i)       |  | Certificate of Incorporation                                               |  | *                  | 
|
|
|
|
| | 3 (ii)      |  | Amended and Restated Bylaws                                                |  | *****              | 
|
|
|
|
| | 4           |  | Instruments defining the rights of security holders, includingindentures   |  | *                  | 
|
|
|
|
| | 9           |  | Voting trust agreement                                                     |  | None               | 
|
|
|
|
| | 10          |  | Material contracts:                                                        | 
|
|
|
|
| |             |  | (a) 1995 Stock Option and Incentive Plan                                   |  | **                 | 
|
|
|
|
| |             |  | (b) Management Recognition Plan                                            |  | **                 | 
|
|
|
|
| |             |  | (c) Employment Agreement with John T. Heckman                              |  | ***                | 
|
|
|
|
| |             |  | (d) Employment Agreement with John W. Raisbeck                             |  | *****              | 
|
|
|
|
| |             |  | (e) Employment Agreement with Gary L. Hicks                                |  | ****               | 
|
|
|
|
| |             |  | (f) Employment Agreement with Robert P. Brezing, as     amended            |  | *****              | 
|
|
|
|
| |             |  | (g) Employment Agreement with Craig F. Fortin                              |  | *****              | 
|
|
|
|
| |             |  | (h) 1998 Omnibus Incentive Plan                                            |  | ****               | 
|
|
|
|
| |             |  | (i) Cornerstone Bank Deferred Compensation Plan, as     amended            |  | *****              | 
|
|
|
|
| | 11          |  | Statement regarding computation of per share earnings                      |  | None               | 
|
|
|
|
| | 12          |  | Statements regarding computation of ratios                                 |  | None               | 
|
|
|
|
| | 13          |  | Annual report to security holders                                          |  | 13                 | 
|
|
|
|
| | 16          |  | Letter regarding change in certifying accountant                           |  | None               | 
|
|
|
|
| | 18          |  | Letter regarding change in accounting principles                           |  | None               | 
|
|
|
|
| | 21          |  | Subsidiaries of the registrant                                             |  | 21                 | 
|
|
|
|
| | 22          |  | Published report regarding matters submitted to vote ofsecurity holders    |  | None               | 
|
|
|
|
| | 23          |  | Consent of Crowe, Chizek and Company LLP                                   |  | 23.1               | 

32.



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| |             |  |                                                                   |  |                    | 
| | ----------- |  | ----------------------------------------------------------------- |  | ------------------ | 
| |             |  |                                                                   |  | Reference to Prior | 
| | Regulation  |  |                                                                   |  | Filing or Exhibit  | 
| | S-K Exhibit |  |                                                                   |  | Number Attached    | 
| | Number      |  | Document                                                          |  | Hereto            
| |             |  |                                                                   |  |                   
|
|
|
|
| | 24          |  | Power of attorney                                                 |  | None               | 
|
|
|
|
| | 27          |  | Financial data schedule                                           |  | N/A                | 
|
|
|
|
| | 99          |  | Additional exhibits--report of predecessor independentaccountants |  | *****              | 



---

|*     |  | Incorporated by reference to the Companys Registration Statement No.
33-76734.                                       
|----- |  | ----------------------------------------------------------------------------------------------------------------------
|     
|     
|     
|     
|**    |  | Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended December 31, 1994.           
|     
|     
|     
|     
|***   |  | Incorporated by reference to the Companys Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1995.
|     
|     
|     
|     
|****  |  | Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended December 31, 1997.           
|     
|     
|     
|     
|***** |  | Incorporated by reference to the Companys Annual Report on Form 10-K
for the year ended December 31, 1998.           

(b) Reports on Form 8-K:

No reports on Form 8-K were filed during the quarter ended December 31,
2000.

33.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

WESTERN OHIO FINANCIAL CORPORATION

|      |                |  |     |                                                                                        | 
|----- | -------------- |  | --- | -------------------------------------------------------------------------------------- | 
|Date: | March 27, 2000 |  | By: | /s/ John W. Raisbeck                                                                  
|      |                |  |     |                                                                                       
|     
|     
|     
|     
|      |                |  |     | John W. Raisbeck, President and ChiefExecutive Officer(Duly Authorized Representative) | 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in their capacities and
on the dates indicated.

|      |                                                                                     |  |       |                                                                                                                          | 
|----- | ----------------------------------------------------------------------------------- |  | ----- | ------------------------------------------------------------------------------------------------------------------------ | 
|By:   | /s/ John W. Raisbeck                                                                |  | By:   | /s/ David L. Dillahunt                                                                                                   | 
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|      |                                                                                     |  |       |                                                                                                                          | 
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|      | John W. Raisbeck, President and ChiefExecutive Officer(Principal Executive Officer) |  |       | David L. Dillahunt, Chairman ofthe Board                                                                                 | 
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|Date: | March 27, 2000                                                                      |  | Date: | March 27, 2000                                                                                                           | 
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|By:   | /s/ Howard V. Dodds                                                                 |  | By:   | /s/ John E. Field                                                                                                        | 
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|      |                                                                                     |  |       |                                                                                                                          | 
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|      | Howard V. Dodds, Director                                                           |  |       | John E. Field, Director                                                                                                  | 
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|Date: | March 27, 2000                                                                      |  | Date: | March 27, 2000                                                                                                           | 
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|By:   | /s/ Aristides G. Gianakopoulos                                                      |  | By:   | /s/ William N. Scarff                                                                                                    | 
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|      |                                                                                     |  |       |                                                                                                                          | 
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|      | Aristides G. Gianakopoulos, Director                                                |  |       | William N. Scarff, Director                                                                                              | 
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|Date: | March 27, 2000                                                                      |  | Date: | March 27, 2000                                                                                                           | 
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|By:   | /s/ Jeffrey L. Levine                                                               |  | By:   | /s/ Craig F. Fortin                                                                                                      | 
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|      |                                                                                     |  |       |                                                                                                                          | 
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|      | Jeffrey L. Levine, Director                                                         |  |       | Craig F. Fortin, Senior Vice President,Treasurer and Chief Financial Officer(Principal Financial and Accounting Officer) | 
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|Date: | March 27, 2000                                                                      |  | Date: | March 27, 2000                                                                                                           | 
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|      |                                                                                     |  |       |                                                                                                                          | 

34.