Exhibit 13Annual Report to Security Holders

Exhibit 13 was sent under separate coveror is enclosed herein.





|SELECTEDFINANCIALANDOTHER DATA         
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|Selected FinancialConditionData:       
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|Totalassets                            
|Loans receivable, net                  
|Loans availableforsale                 
|Allowancefor loanlosses                
|Nonperforming assets                   
|Securities available for sale          
|Securities held to maturity            
|Deposits                               
|Federal Home Loan Bank advances        
|Repurchaseagreements                   
|Total shareholders equity             
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|Summary of Earnings:                   
|                                       
|Totalinterest income                   
|Totalinterest expense                  
|Net interest income                    
|Provision for loan losses              
|Net interest income after provision for
|loan losses                            
|                                       
|                                       
|Total noninterest income (1)           
|                                       
|                                       
|Total noninterestexpense (2) (3)(4)    
|                                       
|Income before income tax               
|                                       
|                                       
|Provision for income tax               
|                                       
|Net income                             
|                                       



|(1) | For the yearended June 30, 2001,noninterest income included $4.8 million
in restructuring losses associated with the merger with FFY.                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | For the year endedJune 30, 2001, noninterestexpense includedmerger and
restructuring charges of $3.9 million for themergerwith FFY.                          
|(3) | For the year ended June 30, 1999, noninterest expenseincluded$8.0 million as aresult of the contribution to the Foundation.                                  
|(4) | For the year endedJune 30, 1997, noninterest expense included a one-time charge of $2.5 million to recapitalize the
SavingsAssociation Insurance Fund (SAIF).

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|For the Years Ended June30,                         
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|SelectedFinancial Ratios andOtherData:              
|                                                    
|Performance Ratios(1):                              
|                                                    
|Return on average assets                            
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|Returnonaverage equity                              
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|Interest rate spread(2)                             
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|Net interest margin(3)                              
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|Noninterest expenseto average assets                
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|Efficiency ratio(4)                                 
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|Net interest income to operating expenses           
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|Average interest-earning assets to average          
|interest-bearing liabilities                        
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|Dividend payout                                     
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|Capital Ratios:                                     
|                                                    
|Equity to total assets at end of period             
|                                                    
|Average equityto averageassets                      
|                                                    
|Tangible capital(5)                                 
|                                                    
|Corecapital(5)                                      
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|Total risk-based capital(5)                         
|                                                    
|Asset Quality Ratios:                               
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|Nonperforming assets as a percent of total assets(6)
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|Allowancefor loanlosses as a percent of loans (7)   
|                                                    
|Allowance for loan losses asa percentof             
|nonperforming loans(6)                              
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|PerShareData:                                       
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|Netincome (loss)(8)                                 
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|Net income (loss), fully diluted(8)                 
|                                                    
|Dividends declared                                  
|                                                    
|Tangible book value per share at year end           

|(1) |  | For the year ended June 30, 2001, the ratios include $4.8 million in restructuring losses and $3.9 million in merger and restructuring charges associated with the
merger with FFY. The performance ratios include the $8.0 million contribution to the Foundation in the year ended June 30, 1999, and the $2.5 million charge to recapitalize SAIF in the year ended June 30, 1997.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | The net interest rate spread represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average
interest-bearing liabilities.                                                                                                                                                                                  
|(3) |  | The net interest margin represents net interest income as a percent of average interest-earning assets.                                                                                                                                                                                                                                                                              
|(4) |  | The efficiency ratio represents the ratio of noninterest expense less amortization of goodwill divided by the sum of net interest income and noninterest income
excluding gain (loss) on sale of securities.                                                                                                                                                                         
|(5) |  | Regulatory capital ratios of First Place Bank.                                                                                                                                                                                                                                                                                                                                       
|(6) |  | Nonperforming assets consist of nonperforming loans, repossessed autos and other real estate owned.                                                                                                                                                                                                                                                                                  
|(7) |  | Loans represent loans receivable, net, excluding the allowance for loan losses.                                                                                                                                                                                                                                                                                                      
|(8) |  | Net loss for 1999 represents earnings since conversion.                                                                                                                                                                                                                                                                                                                              

2



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

General

First Place was formed as a result of the conversion of First Federal Savings and Loan Association of Warren from a federally-chartered mutual savings and loan association to a federally-chartered stock
savings and loan association in December of 1998.

On May 12, 2000, First Place acquired The Ravenna Savings Bank (Ravenna) in a tax-free exchange accounted for as a purchase. First Place issued treasury stock valued at $23.9 million on the date the
transaction was consummated to acquire all of the outstanding shares of Ravenna. At the date of acquisition, Ravenna was merged into First Place.

On December 22, 2000, the Company completed the merger of equals transaction with FFY Financial Corp. (FFY) which was announced on May 24, 2000. FFY was merged with and into the Company, and FFY's thrift
subsidiary, FFY Bank, was merged with and into First Federal Savings and Loan Association of Warren. In addition, FFY Holdings, Inc., a subsidiary of FFY, became a subsidiary of the Company.

The Company issued 6,887,022 shares of common stock valued at approximately $68.3 million. FFY was a holding company engaged in the financial services business through its wholly owned subsidiaries, FFY Bank,
a federally-chartered savings bank, and FFY Holdings, Inc. FFY Bank operated 11 full service banking facilities and 2 loan production offices in Mahoning and Trumbull Counties, Ohio. The transaction was recorded as a purchase and, accordingly, the
operating results of FFY have been included in the Company's consolidated financial statements since the date of acquisition.

As a part of the merger transaction, the Company changed the name of its thrift subsidiary, First Federal Savings and Loan Association of Warren, to First Place Bank.

First Place Bank is a community-oriented financial institution engaged primarily in gathering deposits to originate one-to-four family residential mortgage loans, consumer loans and commercial loans. The Bank
currently operates 24 full service offices in three counties and 7 loan production offices located throughout Ohio. Management's discussion should be read in conjunction with the consolidated financial statements and footnotes.

Forward Looking Statements

When used in this Annual Report, the words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate",
"project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties
including changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rate changes in the relationship between short- and long-term interest rates, demand for loans in the
Company's market area and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to
differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Financial Condition at June 30, 2001 and 2000

General.Assets at June 30, 2001 totaled $1.6 billion compared to $1.1 billion at June 30, 2000. This increase was due to the merger with FFY. At the time of merger, assets acquired totaled
$681.8 million and liabilities assumed totaled $614.1 million. The increase in assets due to the merger was offset by a restructuring of the Company's

3



balance sheet which lowered its interest rate risk profile and provided additional liquidity. The Company securitized $192.0 million in primarily fixed rate one-to-four family mortgage loans and sold $149.4
million of the securities created.

Total liabilities at June 30, 2001 were $1.4 billion compared to $903.6 million at June 30, 2000. The increase in liabilities was also primarily attributable to liabilities acquired in the merger with FFY
offset by the repayment of borrowings. The following discussion provides greater detail regarding significant changes to the balance sheet.

Fed Funds Sold. Fed funds sold increased $5.3 million, or 32.7%, during fiscal year 2001 and totaled $21.5 million at June 30, 2001. The increase was primarily due to the investment of proceeds
from sales of securities and mortgage loans.

Securities. Securities available for sale increased $174.2 million, or 66.7%, from $261.1 million at June 30, 2000, to $435.3 million at June 30, 2001. The increase was primarily the result of
$156.3 million in securities acquired in the merger with FFY.

Loans. Net loans receivable increased from $705.1 million at June 30, 2000 to $996.6 million at June 30, 2001. The increase was primarily due to the acquisition of $492.5 million in loans in the
merger with FFY offset by the loan securitization transaction.

The Bank's secondary market mortgage lending operation originates and sells qualifying loans to the Federal National Mortgage Association (Fannie Mae). During fiscal year 2001, the Bank sold and/or
securitized 3,453 loans with an aggregate principal balance of $261.2 million. Mortgage banking will be an integral part of the Bank's operating strategy going forward and, as such, the Bank will continue to sell all fixed rate mortgage production
that is eligible. In order to maintain and grow internal assets, the Bank will continue to pursue opportunities to portfolio adjustable rate mortgages that it can originate.

Deposits. Total deposits were $1.0 billion at June 30, 2001, an increase of $432.1 million, or 73.6%, compared to $586.7 million at June 30, 2000. The increase was attributable to $432.3 million
in deposits acquired in the merger with FFY.

Repurchase Agreements.Repurchase agreements totaled $91.1 million at June 30, 2001 compared to $75.0 million at June 30, 2000. The increase of $16.1 million was due to $58.9 million in
repurchase agreements acquired in the merger with FFY offset by $42.8 million in maturities and repayments.

Federal Home Loan Bank Advances. Federal Home Loan Bank advances increased $35.7 million to $263.5 million at June 30, 2001 compared to $227.8 million at June 30, 2000. The increase was due to
$115.9 million in advances acquired in the merger with FFY offset by the repayment of advances with proceeds from loan and securities sales.

Shareholders' Equity. Total shareholders' equity increased to $194.0 million at June 30, 2001 compared to $148.0 million at June 30, 2000. The $46.0 million increase was primarily due to the
merger with FFY which added $68.3 million in shareholders' equity partially offset by the repurchase of 2,559,733 shares, or $29.6 million, of the Company's common stock. The remainder was due to increases in the other components of shareholders'
equity.

Comparison of Results of Operations for Years Ended June 30, 2001 and 2000

General. The Company recorded net income for the year ended June 30, 2001 of $6.3 million, a decrease of $500 thousand, from net income of $6.8 million for the year ended June 30, 2000. Diluted
earnings per share for the year ended June 30, 2001 were $0.54 compared to $0.75 for the year ended June 30, 2000. Excluding $8.7 million in merger and restructuring charges incurred for the merger with FFY, net income would have been $12.0 million,
or $1.02 per diluted share. Of the $8.7 million in merger and restructuring charges, $4.8 million in expense was related to the restructuring of the balance sheet following the merger with FFY. This included the losses incurred in the loan
securitization and the loss on sales of mortgage-backed securities. The remaining $3.9 million in expense was related to various noninterest expense items more fully discussed below.

With the completion of the systems conversion in April of 2001, the Company expects to realize certain cost savings from the merger with FFY. For the last six months of fiscal year 2001, expense savings
related to the termination of the FFY ESOP were realized, totaling approximately $300 thousand. The Company expects additional cost savings going forward to include approximately $200 thousand in lower franchise tax, advertising savings of
approximately

4



$125 thousand, legal fees savings of approximately $120 thousand and miscellaneous expense savings of $150 thousand. The Company also plans on renting space in its Boardman office which should add additional
revenues of approximately $150 thousand beginning in January of 2002.

Other developments during the year included the addition of $130.0 million notional value in interest rate swaps. The addition of the interest rate swaps to hedge variable rate advances from the Federal Home
Loan Bank (swap variable rate payments for fixed rate payments) and the loan securitization allowed the Company to greatly reduce its interest rate risk profile. The Company also adopted SFAS No. 142, "Goodwill and Other Intangible
Assets", on July 1, 2001. The adoption of SFAS 142 will result in the reduction of goodwill amortization expense totaling approximately $470 thousand per year.

Net Interest Income. Net interest income was $38.6 million for the year ended June 30, 2001 compared to $25.8 million for the year ended June 30, 2000. The 49.6% increase in net interest income
was mainly due to an increase in the overall size of the balance sheet due to the merger, offset by a slight decrease in net interest margin for the year. The acquisition of Ravenna served to compress the net interest margin of the Company during
the first half of fiscal year 2001. The merger with FFY, along with the steepening of the yield curve, enabled the Company to greatly improve its net interest margin during the last six months of fiscal year 2001. On a comparable quarter basis, the
net interest margin for the fourth quarter of 2001 was 3.50% compared to 2.81% in the fourth quarter of 2000.

Total interest income increased $39.5 million, to $98.0 million for the year ended June 30, 2001 compared to $58.5 million for the year ended June 30, 2000. This increase was due to an increase in average
interest-earning assets of $462.6 million primarily due to the merger with FFY and an increase of 55 basis points on the yield for interest-earning assets. The increase in yield stems from the better earning asset mix that resulted from the merger
with FFY.

Total interest expense increased $26.8 million, to $59.5 million for the year ended June 30, 2001. Total interest expense for the year ended June 30, 2000 was $32.7 million. The increase in interest expense
was due to an increase in average interest-bearing liabilities of $464.2 million primarily from the merger and an increase of 35 basis points in the cost of interest-bearing liabilities.

Provision for Loan Losses.The provision for loan losses totaled $3.1 million for the year ended June 30, 2001 compared to $2.3 million for the year ended June 30, 2000. The increase reflects
additional reserves to cover an increased level of nonperforming loans and charge-offs associated with the Company's acquisition of Ravenna. Net charge-offs for fiscal 2001 totaled $3.6 million compared to $589 thousand in fiscal year 2000. At June
30, 2001, the allowance for loan losses as a percent of loans increased to 0.97% from 0.86% at June 30, 2000. The allowance for loan losses as a percent of nonperforming loans, however, fell to 67.6% at June 30, 2001 compared to 93.7% at June 30,
2000. Management believes that, based on its analysis of individual problem loans and the collateral supporting these loans, the allowance for loan losses is adequate at June 30, 2001.

Noninterest Income.Noninterest income increased from $2.4 million at June 30, 2000, to $3.0 million at June 30, 2001. The increase was due to increases in service charge income and other fee
income associated with the mergers of FFY and Ravenna. Service charge income increased $2.0 million to $3.6 million for the year ended June 30, 2001. This increase is primarily due to the addition of thirteen additional retail branches from the
mergers of FFY and Ravenna. The increase in income was partially offset by a decline in gains on the sale of loans and securities due to the restructurings that took place.

The Company reported a net loss on sales of securities for fiscal year 2001 of $1.1 million compared to a gain on sale of $25 thousand for fiscal year 2000. This loss reflects the sale of longer term fixed
rate securities with low coupons as part of the balance sheet restructuring in December 2000. The net effect of these sales was to reduce the Company's interest rate risk and provide liquidity.

Losses on loan sales for the year ended June 30, 2001 totaled $431 thousand compared to gains of $332 thousand for the year ended June 30, 2000. This loss was attributable to the loan securitization that took
place in December of 2000. In the third and fourth quarters of fiscal year 2001, the Company reported gains on sale of loans of $608 thousand and $926 thousand respectively. During the fourth quarter of 2001, the Company opened three new loan
production offices in Solon, North Olmsted and Dayton. The Company expects these three offices to contribute substantially to future loan production.

5



Noninterest Expense. Noninterest expense for the year ended June 30, 2001 totaled $30.2 million compared to $15.9 million for the year ended June 30, 2000. This $14.3 million increase is
primarily due to the mergers with FFY and Ravenna. Salaries and benefits increased $5.3 million to $13.9 million for the year ended June 30, 2001. This increase reflects the larger retail network and related staff from the mergers.

Occupancy and equipment expense increased $1.5 million to $3.7 million for the year ended June 30, 2001. This increase is due to the addition of the thirteen retail offices from the Ravenna and FFY mergers
along with the increased level of depreciation for the assets brought over from the mergers.

Goodwill and intangible amortization expense of $1.3 million was recognized in fiscal year 2001. The amount recognized in the year ended June 30, 2000 was $51 thousand. This increase was due to a full year of
amortization of goodwill from the Ravenna merger and the addition of the FFY merger.

Franchise tax for the year ended June 30, 2001 totaled $1.5 million compared to $857 thousand for the year ended June 30, 2000. The increase reflects the increased capital base on which a majority of this tax
is calculated.

Merger costs incurred in the year ended June 30, 2001 totaled $3.9 million compared to $689 thousand in the year ended June 30, 2000. Major items included in fiscal year 2001 merger expense were: $1.6 million
for employee severance and a voluntary retirement program, $610 thousand for marketing and supplies related to the name change and branding campaign and $890 thousand for systems conversion and fixed asset write-offs.

Other expense for the year ended June 30, 2001 was $5.9 million compared to $3.5 million for the year ended June 30, 2000. Increased levels of expense due to the mergers were realized in all areas of this
category including telephone expense, supplies, advertising, legal services, lending expenses and ATM operations.

Income Taxes. Federal income taxes for the year ended June 30, 2001 totaled $1.9 million, a decline of $1.4 million compared to $3.3 million for the year ended June 30, 2000. The decline in
federal income taxes resulted from less income before income tax, and historical and low income housing tax credits generated in fiscal year 2001.

Comparison of Results of Operations for Years Ended June 30, 2000 and 1999

General. Net income for the year ended June 30, 2000 was $6.8 million compared to $2.1 million for the year ended June 30, 1999. The increase in net income was due to an increase in net interest
income of $3.4 million, an increase in noninterest income of $466 thousand and a decrease in noninterest expense of $4.8 million which was partially offset by an increase in the provision for loan losses of $1.2 million and an increase in the income
tax provision of $2.7 million. The increase in net income was significantly impacted by the $8.0 million contribution to fund the Foundation which was charged to earnings during 1999. Excluding this item, net income would have been $7.4 million in
1999. Basic and diluted earnings (loss) per share for 2000 totaled $0.75 and ($0.02) for 1999 (since conversion).

Net Interest Income. Net interest income increased $3.4 million, or 15.2%, and totaled $25.8 million for the year ended June 30, 2000 compared to $22.4 million for the year ended June 30, 1999.
The increase in net interest income was mainly due to an increase in average loans outstanding of $128.6 million, or 31.8%. This increase was partially offset by an increase in interest expense, primarily due to the increase in average FHLB advances
of $60.1 million, or 85.3%. The net interest margin for the year ended June 30, 2000 was 3.25% compared with 3.42% for the year ended June 30, 1999. Much of the decrease in margin was due to the increase in the cost of funds from 4.65% in 1999 to
4.94% in 2000, primarily due to higher rates on FHLB advances and NOW and money market deposit accounts.

Total interest income increased $10.4 million and totaled $58.5 million for the year ended June 30, 2000 compared to $48.1 million for the year ended June 30, 1999. This 21.6% increase was primarily due to
the increase in average loans outstanding discussed above and, to a lesser extent, the $15.0 million increase in average securities as well as an increase in the yields on securities and mortgage backed securities.

Total interest expense increased $7.0 million, or 27.2%. Deposit interest expense increased $1.8 million to $20.7 million for the year ended June 30, 2000. The expense for borrowed funds (FHLB advances and
repurchase agreements) increased $5.2 million to $12.0 million. The increase in deposit expense and the cost of borrowed funds is attributed to both an increase in the average balances and an increase in rates paid.

6



Provision for Loan Losses. The provision for loan losses increased $1.2 million for the year ended June 30, 2000 compared to the year ended June 30, 1999. During the year ended June 30, 2000,
additional provision was accrued due to higher levels of nonperforming assets, and the increase in charge-offs in 2000. The increase in the provision during 2000 was primarily due to an increase in impaired loans for which management specifically
allocated a portion of the allowance, the increase in the level of nonperforming loans and an increase in net charge-offs. The increase in impaired and nonperforming loans was due in part to loans acquired in the Ravenna acquisition and not due to
any changes in underwriting standards of First Place. At June 30, 2000, the allowance for loan losses as a percent of loans increased to 0.86% from 0.79% at June 30, 1999. However, the allowance as a percentage of nonperforming loans dropped from
230.23% at June 30, 1999 to 93.67% at June 30, 2000.

Noninterest Income. Noninterest income increased $466 thousand, or 23.5%, to $2.4 million for the year ended June 30, 2000, from $2.0 million for the prior year. This increase was partially
due to increased fee income associated with NOW accounts and automated teller machine transactions. Also contributing to the increase in noninterest income were gains recognized on the sale of loans from mortgage banking activities.

Noninterest Expense. Noninterest expense decreased $4.8 million to $15.9 million for the year ended June 30, 2000 compared to $20.7 million for the prior year. The decrease in noninterest
expense was primarily due to the $8.0 million contribution to the Foundation recorded in 1999. Salaries and benefits increased $2.0 million or 30.3% compared to the year ended June 30, 1999. The increase was due to an increase in benefit expense,
primarily from the recognition and retention plan, as well as an increase in salaries due to the increase in the level of staffing. The increase in personnel costs from the Ravenna acquisition is expected to increase salaries in 2001 since the
impact in 2000 reflected less than two months' salaries for the additional staffing. Noninterest expense also increased due to merger related costs of $689 thousand recorded during 2000. Merger related charges were primarily related to professional
fees for converting data systems and staff severance and bonus arrangements. Other noninterest expenses increased $240 thousand during 2000. The increase was primarily due to increased marketing expenditures, the costs incurred for closing a branch
facility and other general increases from operations due to the increased size of First Place.

Income Taxes. The provision for income taxes totaled $3.3 million in 2000 compared to $616 thousand in 1999. This increase reflects the higher level of income before taxes.

7




Average Balances, Interest Rates and Yields.The following table presents for the periods indicated the total dollar amount of interest income from average interest-earning assets
and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed in both dollars and rates. Average balances are derived from daily average balances.



|                              |                                 |                                                                                                   |                                                |                                                |   | 2001                          |           | For the Years Ended June 30,

2000 |        | 1999        
|----------------------------- | ------------------------------- | ------------------------------------------------------------------------------------------------- | ---------------------------------------------- | ---------------------------------------------- | - | ----------------------------- | --------- | ---------------------------------- | ------ | ------------
|                              |                                 |                                                                                                   |                                                |                                                |   | Average

Outstanding

Balance |           | Interest

Earned/

Paid            |        | Yield/

Rate
|                              |                                 |                                                                                                   |                                                |                                                |   | (Dollars in thousands)       
|Interest-Earning Assets:      |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             
|                              |                                 |                                                                                                   | Loans receivable, net                          |                                                | $ | 896,510                       |           | $                                  | 74,154 |             
|                              |                                 |                                                                                                   | Mortgage-backed and related

    securities(1) |                                                |   | 238,362                       |           |                                    | 16,080 |             
|                              |                                 |                                                                                                   | Securities(1) (2)                              |                                                |   | 88,882                        |           |                                    | 5,165  |             
|                              |                                 |                                                                                                   | Other earning assets                           |                                                |   | 23,440                        |           |                                    | 1,388  |             
|                              |                                 |                                                                                                   | FHLB stock                                     |                                                |   | 16,430                        |           |                                    | 1,231  |             
|                              |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             
|                              |                                 |                                                                                                   |                                                | Total interest-earning assets                  |   |                               | 1,263,624 |                                    |        | 98,018      
|                              | Noninterest-earning assets      |                                                                                                   |                                                | 71,531                                         |   |                               |           |                                    |        |             
|                              |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             
|                              |                                 |                                                                                                   | Total assets                                   |                                                | $ | 1,335,155                     |           |                                    |        |             
|                              |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             
|                              |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             
|Interest-Bearing Liabilities: |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             
|                              |                                 |                                                                                                   | NOW and money market accounts                  |                                                | $ | 214,789                       |           |                                    | 8,265  |             
|                              |                                 |                                                                                                   | Savings accounts                               |                                                |   | 105,710                       |           |                                    | 2,414  |             
|                              |                                 |                                                                                                   | Time deposits                                  |                                                |   | 472,051                       |           |                                    | 27,789 |             
|                              |                                 |                                                                                                   | Repurchase agreements                          |                                                |   | 75,420                        |           |                                    | 4,586  |             
|                              |                                 |                                                                                                   | FHLB advances                                  |                                                |   | 256,655                       |           |                                    | 16,409 |             
|                              |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             
|                              |                                 |                                                                                                   |                                                | Total interest-bearing liabilities             |   |                               | 1,124,625 |                                    |        | 59,463      
|                              |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             
|                              | Noninterest-bearing liabilities |                                                                                                   |                                                | 39,810                                         |   |                               |           |                                    |        |             
|                              |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             
|                              |                                 |                                                                                                   | Total liabilities                              |                                                |   | 1,164,435                     |           |                                    |        |             
|                              | Stockholders equity            |                                                                                                   |                                                | 170,720                                        |   |                               |           |                                    |        |             
|                              |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             
|                              |                                 |                                                                                                   |                                                | Total liabilities and stockholders

   equity |   | $                             | 1,335,155 |                                    |        |             
|                              |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             
|                              |                                 | Net interest income/interest rate spread                                                          |                                                |                                                |   |                               | $         | 38,555                             |        | 2.59        
|                              |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             
|                              |                                 | Net interest margin (net interest income

   as a percent of average interest-earning

   assets) |                                                |                                                |   |                               |           |                                    |        | 3.19        
|                              |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             
|                              |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             
|                              |                                 | Average interest -earning assets to interest-

  bearing liabilities                              |                                                |                                                |   |                               |           |                                    |        | 112.36      
|                              |                                 |                                                                                                   |                                                |                                                |   |                               |           |                                    |        |             

(1)   Includes unamortized discounts and premiums. Average balance is computed using the carrying value of securities. The average yield has been computed using the historical
amortized cost average balance for available for sale securities. (2)   Average yields are stated on a fully taxable equivalent basis.

8



Rate/Volume Analysis of Net Interest Income.Thefollowingtablepresentsthedollaramountofchanges in interestincome and interest expense for majorcomponents of interest-earning
assetsandinterest-bearing liabilities. It distinguishes between theincreaseor decrease related tochangesin balancesand/or changesininterestrates.Foreachcategoryofinterest-earning assetsand interest-bearing liabilities,informationis provided on changes attributable to (i) changes in volume (i.e.,changes in volume multipliedby old rate)and(ii) changes in rate(i.e.,changes in rate multipliedby old volume). For purposes of this table, changesattributableto both rateand volume, which cannotbe segregated, have been allocated proportionately to the change due to volume and thechangedue to
rate.

|Year Ended

June 30, 2001

Compared to

Year Ended

June 30, 2000 | Year Ended

June 30, 2000

Compared to

Year Ended

June 30, 1999
|----------------------------------------------------------------- | -----------------------------------------------------------------
|                                                                  |                                                                  
|                                                                  |                                                                  
|                                                                  |                                                                  
|                                                                  |                                                                  
|Interest-Earning Assets:                                          |                                                                  
|Loansreceivable, net                                              | $                                                                
|Mortgage-backedand related securities                             |                                                                  
|Securities                                                        |                                                                  
|Other earning assets                                              |                                                                  
|FHLB stock                                                        |                                                                  
|                                                                  |                                                                  
|Totalinterest-earning assets                                      |                                                                  
|                                                                  |                                                                  
|                                                                  |                                                                  
|Interest-Bearing Liabilities:                                     |                                                                  
|NOW and moneymarket accounts                                      |                                                                  
|Savings accounts                                                  |                                                                  
|Time deposits                                                     |                                                                  
|Repurchase agreements                                             |                                                                  
|FHLB advances                                                     |                                                                  
|                                                                  |                                                                  
|                                                                  |                                                                  
|Total interest-bearing liabilities                                |                                                                  
|                                                                  |                                                                  
|                                                                  |                                                                  
|Net change in net interest income                                 | $                                                                
|                                                                  |                                                                  

Asset/Liability Management and Market Risk

Asset/liability management is the measurement and analysis of the Companys exposure to changes in the interest rate environment. Management analyzes the effects of interest rate changes on net
portfolio value and net interest income over specified periods of time by evaluating the Companys mix of interest-earning assets and interest-bearing liabilities in varied interest rate environments. The Company manages this risk on a
continuing basis through the use of a number of strategies as an ongoing part of its business plan. The objective of the Companys asset/liability management is to maintain consistent growth in net interest income within the Companys
policy guidelines. Management considers interest rate risk to be the Companys most significant market risk.

Income simulation techniques and net portfolio value analysis are used to determine the Company's sensitivity to changes in interest rates. The models are based on actual cash flows and repricing
characteristics for on and off balance sheet instruments, and incorporate market-based assumptions regarding the impact of changing interest rates on certain assets and liabilities. Actual results will differ from simulated results due to timing,
magnitude and frequency of interest rate changes. Actual results may also differ due to changes in market conditions and management strategies.

The income simulation modeling employed by the Company measures changes in net interest income over the next 12- and 24-month periods resulting from hypothetical rising and declining interest rates. Key
assumptions used in

9



this model include (i) reinvestment of security and mortgage cash flows, (ii) loan prepayment speeds, (iii) reinvestment of certificate of deposit maturities and (iv) deposit pricing strategies.
As of June 30, 2001, the Companys simulation modeling indicated that, with a 200 basis point (bp) increase in interest rates, the Companys net interest income would be 0.82% and 2.36% less than if rates remained constant over the next
12- and 24-month periods, respectively. As of the same date and with a 200bp decrease in interest rates, the Companys net interest income would be 0.28% more and 2.76% less than if rates remained constant over the next 12- and 24-month
periods, respectively. The percentage changes in net interest income are within the acceptable range established by the Companys board of directors in both a rising and falling rate environment.

The Bank measures the effect of interest rate changes on its net portfolio value (NPV), which is the difference between the market value of the Banks assets and liabilities, under
different interest rate scenarios. Changes in NPV are measured using interest rate shocks rather than changes in interest rates over a period of time as are assumed with the income simulation model. At June 30, 2001, the Banks NPV ratio, using
interest rate shocks ranging from a 300bp rise in rates to a 300bp decline in rates are shown in the following table. All values are within the acceptable range established by the Banks board of directors.



|Net Portfolio Value

(Bank only)
|--------------------------------
|                                
|Basis Point

Change in

Rates   
|+300                            
|+200                            
|+100                            
|Base                            
|-100                            
|-200                            
|-300                            

The Banks sale of predominantly fixed-rate mortgage loans to Fannie Mae decreases the Banks exposure to interest rate risk and provides income from sales and servicing.
Additionally, the servicing asset hedges the Bank against rising rates, as it becomes more valuable in a rising rate environment, offsetting the decline in the value of other longer term assets in a rising rate environment.

Liquidity and Capital Resources

Liquidity.The Companys liquidity, primarily represented by cash and cash equivalents, is a result of its operating, investing and financing activities. These activities are
summarized below for the years ended June 30, 2001 and 2000.

| |                                                      | Years Ended June 30, |                       
| | ---------------------------------------------------- | -------------------- | ----------------------
| |                                                      | 2001                 |                       
| |                                                      |                      | (Dollars in thousands)
| |                                                      |                      |                       
| | Net income                                           | $                    | 6,314                 
| | Adjustments to reconcile net income to net cash from |                      |                       
| | operating activities                                 |                      | (22,576               
| |                                                      |                      |                       
| | Net cash from operating activities                   |                      | (16,262               
| | Net cash from investing activities                   |                      | 193,427               
| | Net cash used in financing activities                |                      | (161,037              
| |                                                      |                      |                       
| | Net change in cash and cash equivalents              |                      | 16,128                
| | Cash and cash equivalents at beginning of period     |                      | 13,421                
| |                                                      |                      |                       
| | Cash and cash equivalents at end of period           | $                    | 29,549                
| |                                                      |                      |                       

10



Sourcesoffunds include customerdeposits, other borrowingsincludingFHLB advances and repurchase agreements,loanand mortgage-backed securities repayments and other fundsprovided by operations.TheBankalso hastheability to borrow additionalfunds from
theFHLBof Cincinnati. The Companymaintains investmentsinliquid assetsbased upon management'sassessmentof (i) the need for funds, (ii) expected depositflows, (iii)the yields available on short-termliquidassets,and(iv)
the objectives of the asset/liabilitymanagement program.At June 30, 2001and 2000,commitmentstooriginate loans or fund outstanding lines ofcredit totaled $65.9 millionand $47.7 million, respectively.The Company considers itsliquiditysufficient to meet its outstanding short- andlong-term needsandexpects tobe ableto fund or refinance, on atimelybasis, its materialcommitments and long-termliabilities.

CapitalResources.Federallyinsuredsavings institutions,such as the Bank, are requiredtomeeta 1.5% tangiblecapitalrequirement,a 4.0% leverageratio(corecapitalto riskweightedassets)
requirement, a 4.0% leverage ratio (core capital toadjusted totalassets) requirementandan 8.0%risk-based capital requirement. At June 30, 2001, the Bank exceededthese requirements
witha tangiblecapital ratio of 7.9%, acore capital to risk weighted assets ratio of 12.4%,a corecapital to adjusted total assets of7.9%andarisk-basedcapitalratio of13.1%.

ImpactofInflation

Consolidated financial dataincluded hereinhasbeen preparedinaccordancewithgenerally accepted accounting
principles(GAAP).Presently, GAAPrequires First Place to measurefinancial position andoperating resultsin terms of historical dollars, except for loans held for sale and securities available for sale which are carriedatfair value. Changes in the relativevalue of money due to inflation or recession are generally not considered.

In management's opinion, changes in interest rates affect the financialconditionof First Placetoafargreater degree thanchanges in
the inflationrate. While interest ratesaregreatly influenced by changesin the inflation rate, they do not move
concurrently.Rather, interest ratevolatility is basedonchanges in the expected rateof inflation, as wellaschangesinmonetary and fiscal policy.A financial institution'sability to be relatively unaffectedbychanges in
interest ratesisa good indicatorofitscapability to perform in a volatile economic environment. In an effortto protect itselffrom
the effects of interest rate volatility, First Placereviews its interestrateriskposition frequently, monitoringitsexposureand takingnecessarystepsto minimize any detrimentaleffects on First Place's profitability.

Market Prices and Dividends Declared

The common stock of First PlaceFinancial Corp. trades on The Nasdaq Stock Marketunder the symbolFPFC. Asof July 31, 2001, there were 15,119,959 sharesoutstanding held by approximately 3,445stockholdersofrecord(notincluding the number of persons or entitiesholdingstockinnominee or street name through various brokerage firms).

The table below shows thequarterlyreported highand low tradeprices of the
commonstockand cash dividends per sharedeclared during the years ended June30,2001 and2000.

|June 30, 2001: |  | High |       | Low |   | Dividends | 
|-------------- |  | ---- | ----- | --- | - | --------- | 
|              
|First quarter  |  | $    | 11.69 |     | $ | 10.44     | 
|Second quarter |  |      | 11.50 |     |   | 9.75      | 
|Third quarter  |  |      | 12.00 |     |   | 10.88     | 
|Fourth quarter |  |      | 14.67 |     |   | 11.32     | 
|               |  |      |       |     |   |           | 
|June 30, 2000:
|First quarter  |  | $    | 12.94 |     | $ | 11.38     | 
|Second quarter |  |      | 12.25 |     |   | 10.44     | 
|Third quarter  |  |      | 11.44 |     |   | 10.00     | 
|Fourth quarter |  |      | 10.94 |     |   | 9.44      | 

(A) Due to the merger with FFY, the dividend declaration date for the second quarter of fiscal 2001 was in January 2001 to accommodate shareholders converting theirFFY common stockintoFPFC common stock.

11



REPORT OF INDEPENDENT AUDITORS

Board of Directors and ShareholdersFirst Place Financial Corp.Warren, Ohio

We have audited the accompanying consolidated statements of financial condition of First Place Financial Corp. as of June 30, 2001 and 2000, and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of the three years in the period ended June 30, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Place Financial Corp. as of June 30, 2001 and 2000, and the
results of its operations and cash flows for each of the three years in the period ended June 30, 2001, in conformity with accounting principles generally accepted in the United States of America.

As disclosed in Note 3 to the consolidated financial statements on October 1, 1998 the company changed its method of accounting for derivative instruments and hedging activities to comply with new
guidance.

| | Crowe, Chizek and Company LLP
| | -----------------------------

Cleveland, OhioJuly 20, 2001

---

12

FIRST PLACE FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

June 30, 2001 and 2000

(Dollars in thousands, except share data)

---

|                                                      |      |           |      |  
|----------------------------------------------------- | ---- | --------- | ---- | -
|                                                      | 2001 |           | 2000 |  
|                                                      |      |           |      |  
|ASSETS                                                |      |           |      |  
|Cash and cash equivalents                             | $    | 29,549    |      | $
|Federal funds sold                                    |      | 21,521    |      |  
|Securities available for sale                         |      | 435,348   |      |  
|Loans held for sale                                   |      | 14,259    |      |  
|Loans:                                                |      |           |      |  
|Total loans                                           |      | 1,006,343 |      |  
|Less allowance for loan losses                        |      | (9,757    | )    |  
|                                                      |      |           |      |  
|Net loans                                             |      | 996,586   |      |  
|Premises and equipment, net                           |      | 20,088    |      |  
|Accrued interest receivable                           |      | 9,274     |      |  
|Intangibles                                           |      | 21,196    |      |  
|Other assets                                          |      | 43,430    |      |  
|                                                      |      |           |      |  
|                                                      |      |           |      |  
|Total assets                                          | $    | 1,591,251 |      | $
|                                                      |      |           |      |  
|                                                      |      |           |      |  
|LIABILITIES                                           |      |           |      |  
|Deposits                                              | $    | 1,018,829 |      | $
|Securities sold under agreement to repurchase         |      | 91,064    |      |  
|Federal Home Loan Bank advances                       |      | 263,528   |      |  
|Advances by borrowers for taxes and insurance         |      | 4,784     |      |  
|Accrued interest payable                              |      | 3,475     |      |  
|Other liabilities                                     |      | 15,535    |      |  
|                                                      |      |           |      |  
|Total liabilities                                     |      | 1,397,215 |      |  
|                                                      |      |           |      |  
|                                                      |      |           |      |  
|SHAREHOLDERS EQUITY                                  |      |           |      |  
|Preferred stock, $.01 par value, 3,000,000            |      |           |      |  
|shares authorized, no shares issued and outstanding   |      |           |      |  
|Common stock, $.01 par value, 33,000,000 shares       |      |           |      |  
|authorized, 18,128,272 shares issued at June 30, 2001 |      |           |      |  
|and 11,241,250 shares issued at June 30, 2000         |      | 181       |      |  
|Additional paid-in capital                            |      | 177,396   |      |  
|Retained earnings                                     |      | 64,505    |      |  
|Unearned employee stock ownership plan shares         |      | (7,420    | )    |  
|Unearned recognition and retention plan shares        |      | (3,429    | )    |  
|Treasury stock, at cost, 2,948,804 shares at          |      |           |      |  
|June 30, 2001 and 552,800 shares at June 30, 2000     |      | (34,040   | )    |  
|Accumulated other comprehensive income (loss)         |      | (3,157    | )    |  
|                                                      |      |           |      |  
|Total shareholders equity                            |      | 194,036   |      |  
|                                                      |      |           |      |  
|                                                      |      |           |      |  
|Total liabilities and shareholders equity            | $    | 1,591,251 |      | $
|                                                      |      |           |      |  



---

See accompanying notes to consolidated financial statements.

13





FIRST PLACE FINANCIAL CORP. CONSOLIDATED STATEMENTS OF INCOME

Years ended June 30, 2001, 2000 and 1999

(Dollars in thousands, except per share data)

---



|                                              |  | 2001   |        |        | 2000   |        |  | 1999   |       
|--------------------------------------------- |  | ------ | ------ | ------ | ------ | ------ |  | ------ | ------
|Interest income                               |  |        |        |        |        |        |  |        |       
|Loans, including fees                         |  | $      | 74,154 |        | $      | 41,221 |  | $      | 32,087
|Securities:                                   |  |        |        |        |        |        |  |        |       
|Taxable                                       |  | 4,906  |        |        | 2,784  |        |  | 1,974  |       
|Tax exempt                                    |  |        | 2,878  |        |        | 487    |  |        | 152   
|Mortgage-backed and related securities        |  | 16,080 |        | 14,014 |        | 13,913 | 
|Total interest income                         |  | 98,018 |        | 58,506 |        | 48,126 | 
|                                              |  |        |        |        |        |        |  |        |       
|Interest expense                              |  |        |        |        |        |        |  |        |       
|Deposits                                      |  | 38,468 |        |        | 20,661 |        |  | 18,886 |       
|FHLB advances                                 |  | 16,409 |        |        | 7,914  |        |  | 3,704  |       
|Repurchase agreements                         |  | 4,586  |        | 4,082  |        | 3,092  | 
|Total interest expense                        |  | 59,463 |        | 32,657 |        | 25,682 | 
|                                              |  |        |        |        |        |        |  |        |       
|Net interest income                           |  | 38,555 |        |        | 25,849 |        |  | 22,444 |       
|                                              |  |        |        |        |        |        |  |        |       
|Provision for loan losses                     |  |        | 3,125  |        |        | 2,294  |  |        | 1,062 
|                                              |  |        |        |        |        |        | 
|                                              |  |        |        |        |        |        |  |        |       
|Net interest income after provision           |  |        |        |        |        |        |  |        |       
|for loan losses                               |  | 35,430 |        |        | 23,555 |        |  | 21,382 |       
|                                              |  |        |        |        |        |        | 
|                                              |  |        |        |        |        |        |  |        |       
|Noninterest income                            |  |        |        |        |        |        |  |        |       
|Service charges and fees or deposit accounts  |  | 3,569  |        |        | 1,534  |        |  | 1,343  |       
|Net gains (losses) on sale of securities      |  | (1,068 | )      |        | 25     |        |  | (48    | )     
|Net gains (losses) on sale of loans           |  |        | (431   | )      |        | 332    |  |        | 73    
|Other                                         |  | 950    |        | 556    |        | 613    | 
|Total noninterest income                      |  | 3,020  |        | 2,447  |        | 1,981  | 
|                                              |  |        |        |        |        |        |  |        |       
|Noninterest expense                           |  |        |        |        |        |        |  |        |       
|Salaries and employee benefits                |  | 13,913 |        |        | 8,584  |        |  | 6,571  |       
|Occupancy and equipment                       |  |        | 3,696  |        |        | 2,163  |  |        | 1,828 
|Merger, integration and restructuring expense |  |        | 3,877  |        |        | 689    |  |        |       
|Franchise taxes                               |  |        | 1,515  |        |        | 857    |  |        | 961   
|Contribution to Foundation                    |  |        |        |        |        |        |  |        | 8,026 
|Amortization of intangible assets             |  | 1,363  |        |        | 51     |        |  |        |       
|Other                                         |  | 5,860  |        | 3,546  |        | 3,306  | 
|Total noninterest expense                     |  | 30,224 |        | 15,890 |        | 20,692 | 
|Income before income tax                      |  |        | 8,226  |        |        | 10,112 |  |        | 2,671 
|                                              |  |        |        |        |        |        |  |        |       
|Provision for income taxes                    |  | 1,912  |        | 3,298  |        | 616    | 
|                                              |  |        |        |        |        |        |  |        |       
|Net income                                    |  | $      | 6,314  |        | $      | 6,814  |  | $      | 2,055 
|                                              |  |        |        |        |        |        | 
|                                              |  |        |        |        |        |        |  |        |       
|Earnings per share:                           |  |        |        |        |        |        |  |        |       
|Basic                                         |  | $      | .54    |        | $      | .75    |  | $      | (.02  
|Diluted                                       |  | $      | .54    |        | $      | .75    |  | $      | (.02  



---

See accompanying notes to consolidated financial statements.

14



FIRST PLACE FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

Years ended June 30, 2001, 2000 and 1999

(Dollars in thousands, except per share data)

---



|Common

Stock                                             |  | Additional

Paid in

Capital |     | Retained

Earnings |   | Unearned

ESOP

Shares |   | Recognition

and Retention

Plan Shares |        | Treasury

Stock |   | Accumulated Other

Comprehensive

Income |   | Total
|--------------------------------------------------------- |  | ---------------------------- | --- | ------------------ | - | ---------------------- | - | --------------------------------------- | ------ | --------------- | - | ---------------------------------------- | - | -----
|                                                          |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|Balance at July 1, 1998                                   |  | $                            |     |                    | $ |                        |   | $                                       | 57,763 |                 | $ |                                          |   | $    
|Comprehensive income:                                     |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|Net income                                                |  |                              |     |                    |   |                        |   |                                         | 2,055  |                 |   |                                          |   |      
|Cumulative effect adjustment for the transfer of security |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|from held to maturity to available for sale upon          |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|adoption of SFAS No. 133                                  |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|Change in unrealized gain (loss) on                       |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|securities available for sale, net of tax                 |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|                                                          |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|Total comprehensive income                                |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|Issuance of common shares                                 |  |                              | 112 |                    |   | 110,200                |   |                                         |        |                 |   |                                          |   |      
|Cash dividends declared ($075 per share)                  |  |                              |     |                    |   |                        |   |                                         | (776   | )               |   |                                          |   |      
|Purchase of employee stock ownership plan                 |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|shares (899,300 shares)                                   |  |                              |     |                    |   |                        |   |                                         |        |                 |   | (8,993                                   | ) |      
|Commitment to release employee stock                      |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|ownership plan shares (30,000 shares)                     |  |                              |     |                    |   | 30                     |   |                                         |        |                 |   | 300                                      |   |      
|                                                          |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|                                                          |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|                                                          |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|Balance at June 30, 1999                                  |  |                              | 112 |                    |   | 110,230                |   |                                         | 59,042 |                 |   | (8,693                                   | ) |      
|                                                          |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|                                                          |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|Comprehensive income:                                     |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|Net income                                                |  |                              |     |                    |   |                        |   |                                         | 6,814  |                 |   |                                          |   |      
|Change in unrealized gain (loss) on                       |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|securities available for sale, net of tax                 |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|                                                          |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|Total comprehensive income                                |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|Cash dividends declared ($.325 per share)                 |  |                              |     |                    |   |                        |   |                                         | (3,001 | )               |   |                                          |   |      
|Commitment to release employee stock                      |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|ownership plan shares (68,079 shares)                     |  |                              |     |                    |   | 72                     |   |                                         |        |                 |   | 681                                      |   |      
|Purchase of recognition and retention plan                |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|shares (449,650 shares)                                   |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|Commitment to release recognition and                     |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|retention plan shares (89,928 shares)                     |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|Purchase of 2,630,300 shares of common stock              |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|Reissuance of 2,077,500 shares of common                  |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|stock for acquisition                                     |  |                              |     |                    |   | (645                   | ) |                                         |        |                 |   |                                          |   |      
|                                                          |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|                                                          |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      
|Balance at June 30, 2000                                  |  | $                            | 112 |                    | $ | 109,657                |   | $                                       | 62,855 |                 | $ | (8,012                                   | ) | $    
|                                                          |  |                              |     |                    |   |                        |   |                                         |        |                 |   |                                          |   |      



---

(Continued)

15

FIRST PLACE FINANCIAL CORP.

CONSOLIDATED STATEMENTSOF CHANGES IN SHAREHOLDERS EQUITY (Continued)

Years ended June 30, 2001, 2000 and 1999 (Dollars in thousands, except per share data)


|                                                                                 |  |               |     |                              |   |                    |   |                        |        |   |                                          |        |   |                 |   |        |                                          |  |   |         |   |  |   |        |   |  |   |         |  
|-------------------------------------------------------------------------------- |  | ------------- | --- | ---------------------------- | - | ------------------ | - | ---------------------- | ------ | - | ---------------------------------------- | ------ | - | --------------- | - | ------ | ---------------------------------------- |  | - | ------- | - |  | - | ------ | - |  | - | ------- | -
|                                                                                 |  |               |     |                              |   |                    |   |                        |        |   |                                          |        |   |                 |   |        |                                          |  |   |         |   |  |   |        |   |  |   |         |  
|                                                                                 |  | Common

Stock |     | Additional

Paid in

Capital |   | Retained

Earnings |   | Unearned

ESOP

Shares |        |   | Recognition

and

Retention

Plan Shares |        |   | Treasury

Stock |   |        | Accumulated Other

Comprehensive

Income |  |   | Total   |  
|Balance at July 1, 2000                                                          |  | $             | 112 |                              | $ | 109,657            |   | $                      | 62,855 |   | $                                        | (8,012 | ) |                 | $ | (4,764 | )                                        |  | $ | (6,364  | ) |  | $ | (5,509 | ) |  | $ | 147,975 |  
|                                                                                 |  |               |     |                              |   |                    |   |                        |        |   |                                          |        |   |                 |   |        |                                          |  |   |         |   |  |   |        |   |  |   |         |  
|Comprehensive income:                                                            |  |               |     |                              |   |                    |   |                        |        |   |                                          |        |   |                 |   |        |                                          |  |   |         |   |  |   |        |   |  |   |         |  
|Net income                                                                       |  |               |     |                              |   |                    |   |                        | 6,314  |   |                                          |        |   |                 |   |        |                                          |  |   |         |   |  |   |        |   |  |   | 6,314   |  
|Change in unrealized gain (loss) on securities                                   |  |               |     |                              |   |                    |   |                        |        |   |                                          |        |   |                 |   |        |                                          |  |   |         |   |  |   |        |   |  |   |         |  
|available for sale, net of tax                                                   |  |               |     |                              |   |                    |   |                        |        |   |                                          |        |   |                 |   |        |                                          |  |   |         |   |  |   | 7,548  |   |  |   | 7,548   |  
|Change in unrealized gain (loss) on swaps, net of tax                            |  |               |     |                              |   |                    |   |                        |        |   |                                          |        |   |                 |   |        |                                          |  |   |         |   |  |   | (5,196 | ) |  |   | (5,196  | )
|                                                                                 |  |               |     |                              |   |                    |   |                        |        |   |                                          |        |   |                 |   |        |                                          |  |   |         |   |  |   |        |   |  |   |        
|Total comprehensive income                                                       |  |               |     |                              |   |                    |   |                        |        |   |                                          |        |   |                 |   |        |                                          |  |   |         |   |  |   |        |   |  |   | 8,666   |  
|Cash dividends declared ($.35 per share)                                         |  |               |     |                              |   |                    |   |                        | (4,664 | ) |                                          |        |   |                 |   |        |                                          |  |   |         |   |  |   |        |   |  |   | (4,664  | )
|Commitment to release employee stock

ownership plan shares (59,220 shares)      |  |               |     |                              |   | 102                |   |                        |        |   |                                          | 592    |   |                 |   |        |                                          |  |   |         |   |  |   |        |   |  |   | 694     |  
|Commitment to release recognition and retention

   plan shares (100,989 shares) |  |               |     |                              |   |                    |   |                        |        |   |                                          |        |   |                 |   | 1,337  |                                          |  |   |         |   |  |   |        |   |  |   | 1,337   |  
|Purchase of 2,559,733 shares of common stock                                     |  |               |     |                              |   |                    |   |                        |        |   |                                          |        |   |                 |   |        |                                          |  |   | (29,582 | ) |  |   |        |   |  |   | (29,582 | )
|Issuance of 6,887,022 shares of common stock for merger                          |  |               |     |                              |   | 69                 |   |                        | 68,272 |   |                                          |        |   |                 |   |        |                                          |  |   |         |   |  |   |        |   |  |   | 68,341  |  
|Stock options exercised (163,729 shares)                                         |  |               |     |                              |   | (845               | ) |                        |        |   |                                          |        |   |                 |   |        |                                          |  |   | 1,906   |   |  |   |        |   |  |   | 1,061   |  
|Tax benefit related to exercise of stock options                                 |  |               |     |                              |   | 210                |   |                        |        |   |                                          |        |   |                 |   |        |                                          |  |   |         |   |  |   |        |   |  |   | 210     |  
|Acquisition of FFY recognition and retention plan                                |  |               |     |                              |   |                    |   |                        |        |   |                                          |        |   |                 |   | (2     | )                                        |  |   |         |   |  |   |        |   |  |   | (2      | )
|                                                                                 |  |               |     |                              |   |                    |   |                        |        |   |                                          |        |   |                 |   |        |                                          |  |   |         |  
|Balance at June 30, 2001                                                         |  | $             | 181 |                              | $ | 177,396            |   | $                      | 64,505 |   | $                                        | (7,420 | ) |                 | $ | (3,429 | )                                        |  | $ | (34,040 | ) |  | $ | (3,157 | ) |  | $ | 194,036 |  
|                                                                                 |  |               |     |                              |   |                    |   |                        |        |   |                                          |        |   |                 |   |        |                                          |  |   |         |  



---

(Continued)



16

FIRSTPLACE FINANCIALCORP.
CONSOLIDATED STATEMENTS OFCASHFLOWS
Years ended June 30, 2001, 2000and 1999

(Dollarsin thousands)

---

|                                           |      |          |      |   |          |  
|------------------------------------------ | ---- | -------- | ---- | - | -------- | -
|                                           | 2001 |          | 2000 |   | 1999     |  
|                                           |      |          |      |   |          |  
|Cash flows from operating activities       |      |          |      |   |          |  
|Net income                                 | $    | 6,314    |      | $ | 6,814    |  
|Adjustments to reconcile net income to net |      |          |      |   |          |  
|cash from operating activities             |      |          |      |   |          |  
|Depreciation                               |      | 1,474    |      |   | 1,033    |  
|Provision for loan losses                  |      | 3,125    |      |   | 2,294    |  
|Net amortization                           |      | 1,672    |      |   | 146      |  
|Security (gains) losses                    |      | 1,068    |      |   | (25      | )
|Loss on disposal of fixed assets           |      | 471      |      |   | 218      |  
|FHLB stock dividend                        |      | (941     | )    |   | (547     | )
|Contribution of common stock to Foundation |      |          |      |   |          |  
|ESOP expense                               |      | 694      |      |   | 753      |  
|RRP expense                                |      | 1,337    |      |   | 1,191    |  
|Change in                                  |      |          |      |   |          |  
|Loans held for sale                        |      | (1,188   | )    |   | (57      | )
|Interest receivable and other assets       |      | (25,545  | )    |   | (4,011   | )
|Interest payable and other liabilities     |      | (6,183   | )    |   | (225     | )
|Deferred loan fees                         |      | 1,509    |      |   | (380     | )
|Deferred taxes                             |      | (69      | )    |   | (726     | )
|                                           |      |          |      |   |          |  
|Net cash from operating activities         |      | (16,262  | )    |   | 6,478    |  
|                                           |      |          |      |   |          |  
|                                           |      |          |      |   |          |  
|Cash flows from investing activities       |      |          |      |   |          |  
|Securities available for sale              |      |          |      |   |          |  
|Proceeds from sales                        |      | 254,265  |      |   | 54,438   |  
|Proceeds from maturities, calls            |      |          |      |   |          |  
|and principal paydowns                     |      | 72,301   |      |   | 31,390   |  
|Purchases                                  |      | (136,379 | )    |   | (63,168  | )
|Securities held to maturity                |      |          |      |   |          |  
|Proceeds from maturities, calls            |      |          |      |   |          |  
|and principal paydowns                     |      |          |      |   |          |  
|Net cash received in acquisition           |      | 4,431    |      |   | 1,764    |  
|Net change in federal funds sold           |      | (5,299   | )    |   | 6,647    |  
|Purchases of Federal Home Loan Bank stock  |      | (1,773   | )    |   | (1,497   | )
|Net change in loans                        |      | 7,710    |      |   | (114,761 | )
|Premises and equipment expenditures, net   |      | (1,829   | )    |   | (1,436   | )
|                                           |      |          |      |   |          |  
|Net cash from investing activities         |      | 193,427  |      |   | (86,623  | )
|                                           |      |          |      |   |          |  

---

(Continued)

17







FIRST PLACE FINANCIAL CORP.

CONSOILIDATED STATEMENTS OF CASH FLOWS (Continued)

Years ended June 30, 2001, 2000 and 1999

---

|                                           |        |          |      |       |         |      
|------------------------------------------ | ------ | -------- | ---- | ----- | ------- | -----
|                                           | 2001   |          | 2000 |       | 1999    |      
|                                           |        |          |      |       |         |      
|Cash flows from financing activities       |        |          |      |       |         |      
|Net change in deposits                     | $      | (3,167   | )    | $     | 39,201  |      
|Net change in advances by borrowers        |        |          |      |       |         |      
|for taxes and insurance                    |        | (724     | )    |       | 815     |      
|Net change in repurchase agreements        |        | (43,320  | )    |       | 20,570  |      
|Net proceeds from issuance of common stock |        |          |      |       |         |      
|Cash dividends paid                        |        | (5,650   | )    |       | (2,791  | )    
|Proceeds and tax benefit from stock        |        |          |      |       |         |      
|options exercised                          |        | 1,270    |      |       |         |      
|Purchase of treasury stock                 |        | (28,922  | )    |       | (30,900 | )    
|Contribution to recognition and            |        |          |      |       |         |      
|retention plan                             |        |          |      |       | (5,955  | )    
|Net change in overnight FHLB borrowings    |        | (83,154  | )    |       | 87,987  |      
|Proceeds from FHLB borrowings              |        | 122,240  |      |       | 43,000  |      
|Repayment of FHLB borrowings               |        | (119,610 | )    |       | (64,210 | )    
|                                           |        |          |      |       |         |      
|Net cash from financing activities         |        | (161,037 | )    |       | 87,717  |      
|                                           |        |          |      |       |         |      
|                                           |        |          |      |       |         |      
|Net change in cash and cash equivalents    |        | 16,128   |      |       | 7,572   |      
|                                           |        |          |      |       |         |      
|Cash and cash equivalents at beginning     |        |          |      |       |         |      
|of year                                    | 13,421 |          |      | 5,849 |         | 6,669
|                                           |        |          |      |       |         |      
|                                           |        |          |      |       |         |      
|Cash and cash equivalents at end of year   | $      | 29,549   |      | $     | 13,421  |      
|                                           |        |          |      |       |         |      
|                                           |        |          |      |       |         |      
|Supplemental cash flow information:        |        |          |      |       |         |      
|Cash payments of interest expense          | $      | 57,857   |      | $     | 31,858  |      
|Cash payments of income taxes              |        | 260      |      |       | 4,305   |      
|                                           |        |          |      |       |         |      
|Supplemental noncash disclosures:          |        |          |      |       |         |      
|Transfer of securities from held           |        |          |      |       |         |      
|to maturity to available for sale          |        |          |      |       |         |      
|Acquisition of Ravenna Savings through     |        |          |      |       |         |      
|reissuance of treasury stock               |        |          |      | $     | 23,891  |      
|Acquisition of FFY Financial Corp. through |        |          |      |       |         |      
|issuance of common stock                   | $      | 68,341   |      |       |         |      
|Loans securitized                          |        | 192,024  |      |       |         |      



---

See accompanying notes to consolidated financial statements

18



FIRST PLACE FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2001, 2000 and 1999



---

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Dollar amounts in thousands, except per share data.

Principles of Consolidation: The consolidated financial statements of the Company include the accounts of First Place Financial Corp. (the Company) and its wholly-owned subsidiaries, First Place Bank
(the Bank - formerly known as First Federal Savings and Loan Association of Warren) and First Place Holdings, Inc. The consolidated financial statements also include the accounts of First Place Insurance Agency, Ltd., the insurance affiliate of
First Place Holdings, Inc. The accounts of First Place Holdings, Inc.'s real estate affiliate, Coldwell Banker First Place Real Estate, are not consolidated since the Company owns a non-controlling one-third interest. All significant intercompany
balances and transactions have been eliminated in consolidation.

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

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions based on available
information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. Areas involving the use of management's estimates and assumptions include the
allowance for loan losses, fair values of financial instruments, the realization of deferred tax assets, the carrying value of impaired loans, the carrying value and amortization of intangibles, depreciation of premises and equipment and the
amortization and valuation of mortgage servicing rights.

Cash and Cash Equivalents: Cash and cash equivalents includes cash and deposits with other financial institutions with original maturities of less than 90 days. Net cash flows are reported for loan and
deposit transactions.

Securities: Available for sale securities are those that the Company may decide to sell if needed for liquidity, asset-liability management, or other reasons. Available for sale securities are reported
at fair value, with unrealized gains or losses included as a separate component of equity, net of tax. Other securities such as Federal Home Loan Bank stock are carried at cost.

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

---

(Continued)

19





FIRST PLACE FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2001, 2000 and 1999



---

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of unearned interest,
deferred loan fees and costs, and an allowance for loan losses. Loans held for sale are reported at the lower of cost or market, on an aggregate basis.

Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Interest income is not reported when full loan repayment is in doubt,
typically when the loan is impaired or payments are past due over 90 days. Such interest ultimately collected is credited to income in the period of recovery.

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

A loan is impaired when full payment under the loan terms is not expected. Impairment is evaluated in total for smaller-balance loans of similar nature such as residential mortgage and consumer and on an
individual loan basis for other loans. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of
collateral if repayment is expected solely from the collateral.

Foreclosed Assets: Assets acquired through or instead of loan foreclosure are initially recorded at fair value when acquired, establishing a new cost basis. If fair value declines, a valuation
allowance is recorded through expense. Costs after acquisition are expensed.

Premises and Equipment: Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed over the asset useful lives on a straight-line basis.

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

---

(Continued)

20



FIRST PLACE FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2001, 2000 and 1999



---

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Servicing Assets: Servicing assets represent purchased rights and the allocated value of retained servicing rights on loans sold. Servicing assets are expensed in proportion to, and over the period of,
estimated net servicing revenues. Impairment is evaluated based on the fair value of the assets, using groupings of the underlying loans as to interest rates and then, secondarily, as to geographic and prepayment characteristics. Fair value is
determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Any impairment of a grouping is reported as a valuation allowance.

Intangibles: Purchased intangibles, primarily goodwill, are recorded at cost and amortized over their estimated lives. The purchase premium or discount for the fair value adjustment of the assets
acquired and liabilities assumed is being amortized over the estimated life of the asset acquired or liability assumed. Goodwill and identified intangibles are assessed for impairment and written down if necessary.

Employee Stock Ownership Plan: The cost of shares issued to the ESOP, but not yet allocated to participants, is shown as a reduction of shareholders' equity. Compensation expense is based on the market
price of shares as they are committed to be released to participant accounts. Dividends on allocated ESOP shares reduce shareholders' equity; dividends on unallocated ESOP shares reduce debt and accrued interest.

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

Derivative Instruments and Hedging Activities: All derivative instruments are recorded at their fair values. If derivative instruments are designated as hedges of fair values, both the change in the
fair value of the hedge and the hedged item are included in current earnings. Fair value adjustments related to cash flow hedges are recorded in other comprehensive income and reclassified to earnings when the hedged transaction is reflected in
earnings. Ineffective portions of hedges are reflected in income currently.

Income Taxes: The Company records income tax expense based on the amount of tax due on its tax return plus the change during the period in deferred taxes computed based on the expected future tax
consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amounts expected to be realized.

---

(Continued)

21



FIRST PLACE FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2001, 2000 and 1999



---

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Earnings Per Common Share: Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. ESOP shares are considered outstanding
for this calculation unless unearned. Recognition and Retention Plan ("RRP") shares are considered outstanding as they become vested. Diluted earnings per common share include the dilutive effect of RRP shares and the additional potential
common shares issuable under stock options. Basic and diluted earnings (loss) per share for the year ended June 30, 1999 were computed based on earnings from the period December 31, 1998 (conversion date) to June 30, 1999, divided by the weighted
average number of common shares outstanding for the period.

Stock Compensation: Employee compensation expense under stock option plans is reported if options are granted below market price at grant date. Pro forma disclosures of net income and earnings per
share are shown using the fair value method of Statement of Financial Accounting Standards ("SFAS") No. 123 to measure expense for the options granted using an option pricing model to estimate fair value.

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale and
changes in fair value to cash flow hedges which are also recognized as separate components of equity.

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

---

(Continued)

22



FIRST PLACE FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2001, 2000 and 1999



---

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Effect of New Accounting Standards: In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards (SFAS) No. 141. "Business
Combinations." SFAS No. 141 requires all business combinations within its scope to be accounted for using the purchase method, rather than the pooling-of-interests method. The provisions of this Statement apply to all business combinations
initiated after June 30, 2001. The adoption of this statement will only impact the Company's financial statements if it enters into a business combination.

Also in June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets", which addresses the accounting for such assets arising from prior and future business combinations. Upon the
adoption of this Statement, goodwill arising from business combinations will no longer be amortized, but rather will be assessed regularly for impairment, with any such impairment recognized as a reduction to earnings in the period identified. Other
identified intangible assets, such as core deposit intangible assets, will continue to be amortized over their estimated useful lives. The Company adopted this statement on July 1, 2001. The Company has assessed the impact of this
statement to be a reduction of amortization expense of approximately $470,000 annually.

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

Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by the bank to the holding company or by the holding company to
shareholders.

Financial Statement Presentation: Certain previously reported consolidated financial statement amounts have been reclassified to conform to the 2001 presentation.

---

(Continued)

23



FIRST PLACE FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2001, 2000 and 1999



---

NOTE 2 - MERGER

On December 22, 2000, the Company completed the merger of equals transaction with FFY Financial Corp. ("FFY") which was announced on May 24, 2000. FFY was merged with and into the Company and FFY's
thrift subsidiary, FFY Bank, was merged with and into First Federal Savings and Loan Assocation of Warren. In addition, FFY Holdings, Inc., a subsidiary of FFY, became a subsidiary of the Company. As part of the merger transaction, the Company
changed the name of its thrift subsidiary, First Federal Savings and Loan Association of Warren, to First Place Bank.

The Company issued 6,887,022 shares of common stock valued at approximately $68.3 million. FFY was a holding company engaged in the financial services business through its wholly-owned subsidiaries, FFY Bank,
a federally-chartered savings bank, and FFY Holdings, Inc. FFY Bank operated 11 full service banking facilities and 2 loan production offices in Mahoning and Trumbull Counties, Ohio. Total assets prior to the merger were $681.8 million, including
$492.5 million in loans, and $432.3 million in deposits. The transaction was recorded as a purchase and, accordingly, the operating results of FFY have been included in the Company's consolidated financial statements since the date of merger. The
aggregate of the purchase price over the fair value of net assets acquired of approximately $2.1 million is being amortized over 20 years.

The following summarizes unaudited pro forma financial information for the years ended June 30, 2001 and 2000 assuming the FFY merger occurred as of July 1, 1999:

| |                                                     | 2001 |        | 2000
| | --------------------------------------------------- | ---- | ------ | ----
| |                                                     |      |        |     
| | Net interest income after provision for loan losses | $    | 43,371 |     
| | Net income                                          |      | 6,451  |     
| | Basic and diluted earnings per share                |      | .42    |     

These amounts include FFY's actual results in 2000 and for the first 6 months of 2001 prior to the merger and actual results for the 6 months in 2001 after the merger. The pro forma results do not necessarily
represent results which would have occurred if the merger had taken place on the basis assumed above, nor are they indicative of the results of future combined operations.

---

(Continued)

24



FIRST PLACE FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2001, 2000 and 1999



---

NOTE 2 - MERGER (Continued)

On May 12, 2000, the Company acquired The Ravenna Savings Bank ("Ravenna Savings") by reissuing from treasury stock 2,077,500 shares of stock. The shares issued were valued at approximately $23.9
million on the date the transaction was consummated. Ravenna Savings operated as a state chartered savings bank with 5 offices located in Ravenna, Ohio and its surrounding areas. Total assets prior to the merger were $201 million which included $152
million of loans funded with $123 million of deposits and $67 million of FHLB advances. The transaction was recorded as a purchase and, accordingly, the operating results of Ravenna Savings have been included in the company's consolidated financial
statement since the date of acquisition. The excess of the aggregate purchase price over the fair market value of net assets acquired of approximately $13.2 million is being amortized over 20 years.

The following summarized unaudited pro forma financial information for the years ended June 30, 2000 and 1999 assume the Ravenna Savings acquisition occurred as of July 1, 1998:

|                                                    | 2000 |        | 1999
|--------------------------------------------------- | ---- | ------ | ----
|                                                    |      |        |     
|Net interest income after provision for loan losses | $    | 27,611 |     
|Net income                                          |      | 6,085  |     
|Basic and diluted earnings per share                | $    | .55    |     

These amounts include Ravenna Savings actual results in 1999 and for the first 101⁄2 months of 2000 prior to the acquisition and actual results for the 11⁄2
month in 2000 after the acquisition. The pro forma results do not necessarily represent results which would have occurred if the acquisition had taken place on the basis assumed above, nor are they indicative of the results of future combined
operations.

---

(Continued)

25



FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE 3 - SECURITIESAVAILABLE FOR SALE

The amortized cost, gross unrealized gains and losses and fair values of securities available for sale at June 30, 2001 and 2000 are as follows:

|                                    | 2001           
|----------------------------------- | ---------------
|                                    |                
|                                    | Amortized

Cost
|                                    |                
|Debt securities                     |                
|U.S. Government agencies            | $              
|Obligations of states and           |                
|political subdivisions              |                
|                                    |                
|                                    |                
|                                    |                
|                                    |                
|Equity securities                   |                
|Equity securities                   |                
|Federal Home Loan Bank stock        |                
|FNMA and FHLMC preferred stock      |                
|                                    |                
|                                    |                
|                                    |                
|                                    |                
|Mortgage-backed securities and      |                
|collateralized mortgage obligations |                
|                                    |                
|                                    |                
|Other securities                    |                
|Trust preferred securities          |                
|SLMA                                |                
|                                    |                
|                                    |                
|                                    |                
|                                    |                
|                                    | $              
|                                    |                



---

(Continued)

26





FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE3 - SECURITIES AVAILABLE FORSALE(Continued)

|                                    | 2000           
|----------------------------------- | ---------------
|                                    | Amortized

Cost
|                                    |                
|Debt securities                     |                
|U.S. Government agencies            | $              
|Obligations of states and           |                
|political subdivisions              |                
|                                    |                
|                                    |                
|                                    |                
|                                    |                
|Equity Securities                   |                
|Federal Home Loan Bank stock        |                
|FNMA and FHLMC preferred stock      |                
|                                    |                
|                                    |                
|                                    |                
|                                    |                
|Mortgage-backed securities and      |                
|collateralized mortgage obligations |                
|                                    |                
|                                    |                
|                                    | $              
|                                    |                

Theamortizedcostand fairvalue ofdebt and other securities at June 30, 2001,bycontractualmaturity, are shown below. Expected maturities may differ from contractualmaturitiesbecause borrowers may havetherighttocallorprepayobligations withor without call or prepayment penalties.

| |                                        | Amortized

Cost |         | Fair Value
| | -------------------------------------- | --------------- | ------- | ----------
| |                                        |                 |         |           
| | Available for sale  Debt securities   |                 |         |           
| | Due in one year or less                | $               | 3,602   |           
| | Due after one year through five years  |                 | 12,031  |           
| | Due after five years through ten years |                 | 15,602  |           
| | Due after ten years                    |                 | 26,037  |           
| |                                        |                 |         |           
| |                                        | $               | 57,272  |           
| |                                        |                 |         |           
| | Available for sale  Other securities  |                 |         |           
| | Due after five years through ten years | $               | 4,948   |           
| | Due after ten years                    |                 | 29,413  |           
| |                                        |                 |         |           
| |                                        | $               | 34,361  |           
| |                                        |                 |         |           
| | Mortgage-backed securities and         |                 |         |           
| | collateralized mortgage obligations    | $               | 288,178 |           
| |                                        |                 |         |           



---

(Continued)

27





FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE3 - SECURITIES AVAILABLE FOR SALE (Continued)

Proceeds from the sale of available for sale securities for the years ended June 30, 2001, 2000 and 1999 were $254,265, $54,438 and $34,421. Gross gains of $666, $67 and $103 and gross losses of $1,734, $42
and $151 were realized on sales of securities in 2001, 2000 and 1999.

Debt and mortgage-backed securities with a carrying value of $222,960 and $125,600 as of June 30, 2001 and 2000 were pledged to secure public deposits, repurchase agreements and for other purposes as
required or permitted by law.

On October 1, 1998, the Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 allowed the Company a one-time reclassification of securities held
to maturity to classification as available for sale or trading. The Company transferred securities with an amortized cost of $27,039 previously classified as held to maturity to available for sale upon adoption. The unrealized gain on the securities
transferred totaled $260. On October 1, 1998, the Banks equity increased $172 as a result of the transfer.

NOTE 4 - LOANS

Loans as presented on the balance sheet are comprised of the following classifications at June 30:

| |                                    | 2001 |           | 2000 |  
| | ---------------------------------- | ---- | --------- | ---- | -
| |                                    |      |           |      |  
| | Commercial                         | $    | 16,544    |      | $
| | Commercial real estate             |      | 75,095    |      |  
| | Real estate mortgage               |      | 690,851   |      |  
| | Real estate construction           |      | 74,958    |      |  
| | Consumer                           |      | 177,579   |      |  
| |                                    |      |           |      |  
| |                                    |      | 1,035,027 |      |  
| |                                    |      |           |      |  
| | Less:                              |      |           |      |  
| | Loans in process                   |      | 25,656    |      |  
| | Net deferred loan origination fees |      | 3,028     |      |  
| | Allowance for loan losses          |      | 9,757     |      |  
| |                                    |      |           |      |  
| |                                    |      | 38,441    |      |  
| |                                    |      |           |      |  
| |                                    |      |           |      |  
| |                                    | $    | 996,586   |      | $
| |                                    |      |           |      |  

---

(Continued)

28







FIRST PLACE FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2001, 2000 and 1999

---

NOTE 4  LOANS(Continued)

A summary of the activity in the allowance for loan losses is as follows:

|                                |  |                                                   | 2001 |        |   | 2000 |      |       | 1999 |     
|------------------------------- |  | ------------------------------------------------- | ---- | ------ | - | ---- | ---- | ----- | ---- | ----
|                                |  |                                                   |      |        |   |      |      |       |      |     
|                                |  |                                                   |      |        |   |      |      |       |      |     
|                                |  | Balance at beginning of period                    | $    | 6,150  |   |      | $    | 3,623 |      |     
|                                |  | Provision for loan losses                         |      | 3,125  |   |      |      | 2,294 |      |     
|                                |  | Acquisitions                                      |      | 4,087  |   |      |      | 822   |      |     
|                                |  | Charge-offs                                       |      | (4,052 | ) |      |      | (720  | )    |     
|                                |  | Recoveries                                        |      | 447    |   |      |      | 131   |      |     
|                                |  |                                                   |      |        |   |      |      |       |      |     
|                                |  |                                                   |      |        |   |      |      |       |      |     
|                                |  | Balance at end of period                          | $    | 9,757  |   |      | $    | 6,150 |      |     
|                                |  |                                                   |      |        |   |      |      |       |      |     
|                                |  |                                                   |      |        |   |      |      |       |      |     
|                                |  |                                                   |      |        |   |      |      |       |      |     
|Impaired loans were as follows: |  |                                                   |      |        |   |      |      |       |      |     
|                                |  |                                                   |      |        |   |      | 2001 |       |      | 2000
|                                |  |                                                   |      |        |   |      |      |       |      |     
|                                |  | Year-end loans with no allocated                  |      |        |   |      |      |       |      |     
|                                |  | allowance for loan losses                         |      |        |   |      | $    | 1,600 |      |     
|                                |  | Year-end loans with allocated                     |      |        |   |      |      |       |      |     
|                                |  | allowance for loan losses                         |      |        |   |      |      | 2,775 |      |     
|                                |  |                                                   |      |        |   |      |      |       |      |     
|                                |  |                                                   |      |        |   |      |      |       |      |     
|                                |  | Total                                             |      |        |   |      | $    | 4,375 |      |     
|                                |  |                                                   |      |        |   |      |      |       |      |     
|                                |  |                                                   |      |        |   |      |      |       |      |     
|                                |  | Amount of the allowance for loan losses allocated |      |        |   |      | $    | 1,241 |      |     
|                                |  |                                                   |      |        |   |      |      |       |      |     
|                                |  | Average of impaired loans during the year         |      |        |   |      |      | 2,228 |      |     

There were no loans classified as impaired during the year ended June 30, 1999. Nonaccrual loans totaled $14,434 and $6,566 at June 30, 2001 and 2000. Interest not recognized on nonaccrual loans totaled
approximately $1,260, $531 and $90 for the years then ended June 30, 2001, 2000 and 1999. The related impact of impaired loans on income in the accompanying consolidated statements of income was immaterial for the years ended June 30, 2001, 2000 and
1999.

---

(Continued)

29



FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE 5- SECURITIZATIONS

During 2001, the Bank securitized one-to-four-family loans and retained the rights to service those loans. An analysis of the activity in securitizations serviced
by the Bank during 2001 follows:

| | Balance at June 30, 2000                            |   |         |    
| | --------------------------------------------------- | - | ------- | ---
| | Principal balance of loans                          | $ |        |    
| | Amortized cost of servicing rights                  |   |        |    
| | Servicing rights as a % of principal                |   |        |    
| |                                                     |   |         |    
| | New securitizations during the year:                |   |         |    
| | Principal balance of loans                          |   | 192,024 |    
| | Fair value of servicing rights                      |   | 1,718   |    
| | Servicing rights as a % of principal                |   | .90     | %  
| |                                                     |   |         |    
| | Principal payments received on loans collateralized |   | 11,515  |    
| |                                                     |   |         |    
| | Balance at June 30, 2001:                           |   |         |    
| | Principal balance of loans                          |   | 180,509 |    
| | Amortized cost of servicing rights                  |   | 1,570   |    
| | Servicing rights as of % of principal               |   | .87     | %  
| |                                                     |   |         |    
| | Other information at end of period:                 |   |         |    
| | Weighted average rate                               |   | 7.02    | %  
| | Weighted average maturity (months)                  |   | 212     |    
| | Fair value assumptions:                             |   |         |    
| | Discount rate                                       |   | 8.64    | %  
| | Weighted average prepay assumptions                 |   | 219     | PSA
| | Anticipated delinquency                             |   | 5.00    | %  

The fairvalueofservicing rightsremainingafter loans are amortized is basedonthe assumptions utilized incalculatingfair value. The following table indicates howfair value mightdeclineif the assumptionschangedunfavorably in two different magnitudes:

| | Fair value at June 30, 2001    | $ | 1,719 | 
| | ------------------------------ | - | ----- | 
| |                                |   |       | 
| | Projected fair value based on: |   |       | 
| | Increase in PSA of 50          |   | 1,537 | 
| | Increase of PSA of 100         |   | 1,386 | 



---

(Continued)

30





FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE 6 - SECONDARYMORTGAGE MARKET ACTIVITIES

Loans serviced for others, which are not reported as assets, totaled $493,563 and $208,381 at June 30, 2001 and 2000.

Activity for capitalized mortgage servicing rights was as follows:

| |                               | 2001 |       |   | 2000 |  
| | ----------------------------- | ---- | ----- | - | ---- | -
| | Servicing rights:             |      |       |   |      |  
| | Beginning of year             | $    | 2,488 |   |      |  
| | Additions                     |      | 2,835 |   |      |  
| | Acquired from Ravenna Savings |      |       |   |      | $
| | Acquired from FFY             |      | 481   |   |      |  
| | Amortized to expense          |      | (935  | ) |      |  
| |                               |      |       |   |      |  
| |                               |      |       |   |      |  
| | End of year                   | $    | 4,869 |   |      | $
| |                               |      |       |   |      |  

The Company did not have a valuation allowance associated with loan servicing rights at any timeduring 2001 or 2000.

NOTE 7 - RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Company has granted loans to executive officers, directors, and their related business interests. A summary of related party loan activity is as follows for the year
ended June 30, 2001:

| | Balance at beginning of period | $ | 1,029 |  
| | ------------------------------ | - | ----- | -
| | Transfers                      |   | 908   |  
| | New loans                      |   | 80    |  
| | Repayments                     |   | (344  | )
| |                                |   |      
| |                                |   |       |  
| | Balance at end of period       | $ | 1,673 |  
| |                                |   |      

Deposits from executive officers, directors and their related business interests at year-end 2001 and 2000 were $4,046 and $1,695.

---

(Continued)

31







FIRST PLACE FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2001, 2000 and 1999

---

NOTE 8 - PREMISES AND EQUIPMENT

Premises and equipment consist of the following:

| |                            | 2001  |        | 2000 |  
| | -------------------------- | ----- | ------ | ---- | -
| |                            |       |        |      |  
| | Land and improvements      | $     | 3,567  |      | $
| | Buildings and improvements |       | 13,447 |      |  
| | Leasehold improvements     |       | 1,506  |      |  
| | Furniture and equipment    |       | 8,204  |      |  
| | Construction in process    | 1,215 |        | 300  |  
| | Total cost                 |       | 27,939 |      |  
| | Accumulated depreciation   |       | (7,851 | )    |  
| |                            |       |        |      |  
| |                            |       |        |      |  
| |                            | $     | 20,088 |      | $
| |                            |       |        |      |  

At June 30, 2001, the Company is obligated for rental commitments under non-cancelable operating leases on real estate and equipment as follows:

| | 2002 | $  | 372   | 
| | ---- | -- | ----- | 
| | 2003 |    | 271   | 
| | 2004 |    | 192   | 
| | 2005 |    | 112   | 
| | 2006 | 81 |      
| |      |    |       | 
| |      | $  | 1,028 | 
| |      |    |      

NOTE 9  ACCRUED INTEREST RECEIVABLE

Accrued interest receivable at June 30, is summarized as follows:

| |                                        | 2001  |       | 2000  |  
| | -------------------------------------- | ----- | ----- | ----- | -
| |                                        |       |       |       |  
| | Securities                             | $     | 1,518 |       | $
| | Mortgage-backed and related securities |       | 1,666 |       |  
| | Loans receivable                       | 6,090 |       | 2,987 |  
| |                                        |       |       |       |  
| |                                        | $     | 9,274 |       | $
| |                                        |       |       |       |  



---

(Continued)

32



FIRST PLACE FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2001, 2000 and 1999  NOTE 10 - DEPOSITS


Deposits consist of the following:

| |                            | 2001    |           | 2000    |  
| | -------------------------- | ------- | --------- | ------- | -
| |                            |         |           |         |  
| | Noninterest-bearing demand | $       | 23,895    |         | $
| | Savings                    |         | 137,216   |         |  
| | NOW                        |         | 70,759    |         |  
| | Money market               |         | 190,393   |         |  
| | Certificates of deposit    | 596,566 |           | 346,374 |  
| |                            |         |           |         |  
| |                            | $       | 1,018,829 |         | $
| |                            |         |           |         |  

The aggregate amount of certificates of deposit with a minimum denomination of $100,000 is $151,783 and $75,980 at June 30, 2001 and 2000.

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

| | 2002       | $     | 368,852 | 
| | ---------- | ----- | ------- | 
| | 2003       |       | 143,047 | 
| | 2004       |       | 24,185  | 
| | 2005       |       | 42,929  | 
| | 2006       |       | 12,977  | 
| | Thereafter | 4,576 |        
| |            |       |        
| |            |       |         | 
| |            | $     | 596,566 | 
| |            |       |        

Interest expense on deposits is summarized as follows:

| |                         | 2001   |        | 2000   |   | 1999   | 
| | ----------------------- | ------ | ------ | ------ | - | ------ | 
| |                         |        |        |        |   |        | 
| | Savings                 | $      | 2,414  |        | $ | 1,392  | 
| | NOW                     |        | 811    |        |   | 518    | 
| | Money market            |        | 7,453  |        |   | 4,045  | 
| | Certificates of deposit | 27,790 |        | 14,706 |   | 13,716 | 
| |                         |        |        |        |   |        | 
| |                         | $      | 38,468 |        | $ | 20,661 | 
| |                         |        |        |        |   |        | 



---

(Continued)

33





FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE 11 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Securities sold under agreements to repurchase are secured by mortgage-backed securities with a carrying value and fair value of approximately $96,931 at June 30, 2001 and $83,997 at June 30, 2000.

Securities sold under agreements to repurchase are financing arrangements that mature within two years. At maturity, the securities underlying the agreements are returned to the Company. Information
concerning securities sold under agreements to repurchase is summarized as follows:

|                                           | 2001 |        | 2000 |  
|------------------------------------------ | ---- | ------ | ---- | -
|                                           |      |        |      |  
|Average daily balance during the year      | $    | 75,420 |      | $
|Average interest rate during the year      |      | 6.08   | %    |  
|Maximum month-end balance during the year  | $    | 91,064 |      | $
|Weighted average interest rate at year-end |      | 5.71   | %    |  

NOTE 12  FEDERAL HOME LOAN BANK ADVANCES

Advances from the Federal Home Loan Bank at year-end were as follows:

|                                       | 2001   |         | 2000         |         
|-------------------------------------- | ------ | ------- | ------------ | --------
|                                       |        |         |              | Weighted
|                                       | Amount |         | Average Rate |         
|                                       |        |         |              |         
|                                       |        |         |              |         
|Advances from the FHLB of Cincinnati   |        |         |              |         
|with maturities less than one year:    |        |         |              |         
|Repo-based advances                    | $      | 140,000 |              | 3.87    
|                                       |        |         |              |         
|                                       |        |         |              |         
|Advances from the FHLB of Cincinnati   |        |         |              |         
|with maturities greater than one year: |        |         |              |         
|Fixed-rate advances                    | $      | 66,657  |              | 5.94    
|Convertible fixed-rate advances        |        | 53,217  |              | 6.08    
|Amortizing advances                    |        | 2,654   |              | 5.29    
|LIBOR-based advances                   | 1,000  |         | 4.39         |         
|                                       | $      | 123,528 |              |         
|                                       |        |         |              |         

At June 30, 2001, scheduled principal payments on FHLB advances are as follows:

|Year ended June 30, |   |        
|------------------- | - | -------
|                    |   |        
|2002                | $ | 155,734
|2003                |   | 7,733  
|2004                |   | 4,400  
|2005                |   | 26,090 
|2006                |   | 15,815 
|Thereafter          |   | 53,756 
|                    |  
|                    | $ | 263,528
|                    |  



---

(Continued)

34



FIRST PLACE FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2001, 2000 and 1999


---

NOTE 12 - FEDERAL HOME LOAN BANK ADVANCES (Continued)



All advances are collateralized by a blanket collateral of the Companys FHLB stock and certain residential mortgage loans. At June 30, 2001 and 2000, securities and loans totaling $329,410 and $342,400
were pledged under the blanket collateral agreement. Based on the Companys investment in FHLB stock, the maximum dollar amount of FHLB advance borrowings available at June 30, 2001 was
$401,560.

NOTE 13 - INCOME TAXES

The provision for income taxes consists of the following:

| |                              | 2001 |       | 2000 |   | 1999  |  
| | ---------------------------- | ---- | ----- | ---- | - | ----- | -
| |                              |      |       |      |   |       |  
| |                              |      |       |      |   |       |  
| | Current provision            | $    | 1,981 |      | $ | 4,024 |  
| | Deferred provision (benefit) |      | (69   | )    |   | (726  | )
| |                              |      |       |      |   |       |  
| |                              |      |       |      |   |       |  
| |                              | $    | 1,912 |      | $ | 3,298 |  
| |                              |      |       |      |   |       |  

The income tax benefit from the exercise of non-qualified stock options and disposition of incentive stock options was recognized for financial reporting purposes by crediting additional paid-in capital for
$210 in 2001 and $0 in 2000.

The differences between the financial statement provision and amounts computed by applying the statutory federal income tax rate to income before taxes are as follows:

| |                               | 2001 |       | 2000 |   | 1999  |  
| | ----------------------------- | ---- | ----- | ---- | - | ----- | -
| |                               |      |       |      |   |       |  
| | Income tax computed at the    |      |       |      |   |       |  
| | statutory federal rate        | $    | 2,879 |      | $ | 3,539 |  
| |                               |      |       |      |   |       |  
| | Add (subtract) tax effect of: |      |       |      |   |       |  
| | Tax-exempt income             |      | (378  | )    |   | (84   | )
| | Dividends received deduction  |      | (415  | )    |   | (56   | )
| | Goodwill amortization         |      | 291   |      |   | 18    |  
| | Miscellaneous items           |      | (465  | )    |   | (119  | )
| |                               |      |       |      |   |       |  
| |                               |      |       |      |   |       |  
| |                               | $    | 1,912 |      | $ | 3,298 |  
| |                               |      |       |      |   |       |  

The statutory tax rate is 35% for 2001 and 2000 and 34% for 1999.

---

(Continued)

35



FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---



NOTE 13 - INCOME TAXES(Continued)

The tax effectsofprincipal temporary differencesandthe resultingdeferredtax assetsand liabilities that comprise the netdeferredtax balance areas followsat June 30:

|                                               |                                                  | 2001 |        | 2000 |  
|---------------------------------------------- | ------------------------------------------------ | ---- | ------ | ---- | -
|                                               |                                                  |      |        |      |  
|Items giving rise to deferred tax assets:      |                                                  |      |        |      |  
|                                               | Deferred loan fees and costs                     | $    | 1,136  |      | $
|                                               | Charitable contribution carryforward             |      | 1,694  |      |  
|                                               | Bad debts                                        |      | 2,468  |      |  
|                                               | Nonaccrual loan interest                         |      | 440    |      |  
|                                               | Accrued stock awards                             |      | 343    |      |  
|                                               | Deferred compensation                            |      | 73     |      |  
|                                               | Mark-to-market adjustments                       |      | 603    |      |  
|                                               | Purchase accounting adjustments                  |      | 2,192  |      |  
|                                               | Suspended net operating losses acquired          |      | 475    |      |  
|                                               | Unrealized loss on securities available for sale |      |        |      |  
|                                               | Unrealized loss on hedging transactions          |      | 2,798  |      |  
|                                               | Other                                            |      | 394    |      |  
|                                               |                                                  |      |        |      |  
|                                               |                                                  |      | 12,616 |      |  
|                                               |                                                  |      |        |      |  
|Items giving rise to deferred tax liabilities: |                                                  |      |        |      |  
|                                               | Unrealized gain on securities available for sale |      | (1,082 | )    |  
|                                               | FHLB stock dividends                             |      | (2,971 | )    |  
|                                               | Franchise taxes                                  |      | (168   | )    |  
|                                               | Depreciation                                     |      | (1,162 | )    |  
|                                               | Purchase accounting adjustments                  |      |        |      |  
|                                               | Loan servicing                                   |      | (1,465 | )    |  
|                                               | Other                                            |      | (13    | )    |  
|                                               |                                                  |      |        |      |  
|                                               |                                                  |      | (6,861 | )    |  
|                                               |                                                  |      |        |      |  
|                                               |                                                  |      |        |      |  
|                                               | Net deferred asset                               | $    | 5,755  |      | $
|                                               |                                                  |      |        |      |  

TheCompanyhassufficienttaxes paid in prior years and available for recovery and expected future taxable income sufficient to warrant recordingthefull deferred taxasset withouta valuation allowance.

---

(Continued)

36





FIRST PLACE FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2001, 2000 and 1999

---

NOTES 13 - INCOME TAXES(Continued)

Retained earnings at June 30, 2001, include approximately $30,574 for which no provision for federal income taxes has been made. This amount represents the tax bad debt reserve at June 30, 1988, which is the
end of the Companys base year for purposes of calculating the bad debt deduction for tax purposes. If this portion of retained earnings is used in the future for any purpose other than to absorb bad debts, the amount used will be added to
future taxable income. The unrecorded deferred tax liability on the above amount at June 30, 2001 was approximately $10,701.

Tax expense (benefit) attributable to securities gains (losses) approximated ($374), $9 and ($16) for the years ended June 30, 2001, 2000 and 1999.

NOTE 14 - EMPLOYEE BENEFIT PLANS

In June 1999, the Companys Board of Directors approved a resolution terminating the Companys defined benefit pension plan. In June 1999, the Board of Directors approved ceasing the accumulation
of future benefits to plan participants. The settlement of vested plan benefits occurred in November 2000 after receipt of a determination letter from the Commissioner approving the plan termination. Participants chose a lump sum payment, the
purchase of a nontransferable deferred annuity contract or a transfer to the 401(k) plan.

Information about the terminated pension plan was as follows.

|                              | 2000 |      
|----------------------------- | ---- | -----
|Change in benefit obligation: |      |      
|Beginning benefit obligation  | $    | 2,648
|Service cost                  |      | 97   
|Interest cost                 |      | 176  
|Actuarial gain                |      | (252 
|Benefits paid                 |      | (97  
|                              |      |      
|Ending benefit obligation     |      | 2,572



---

(Continued)

37



FIRST PLACE FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2001, 2000 and 1999



---

NOTE 14 - EMPLOYEE BENEFIT PLANS(Continued)

|                                      | 2000 |      
|------------------------------------- | ---- | -----
|                                      |      |      
|Change in plan assets, at fair value: |      |      
|Beginning plan assets                 |      | 1,784
|Actual return                         |      | 97   
|Employer contribution                 |      | 12   
|Benefits paid                         |      | (97  
|                                      |      |      
|Ending plan assets                    |      | 1,796
|                                      |      |      
|                                      |      |      
|Accrued benefit cost                  | $    | (776 
|                                      |      |      

The components of pension expense and related actuarial assumptions were as follows.

|                                     | 2000 |      | 1999 |     
|------------------------------------ | ---- | ---- | ---- | ----
|                                     |      |      |      |     
|                                     |      |      |      |     
|Service cost                         | $    | 97   |      | $   
|Interest cost                        |      | 176  |      |     
|Expected return on plan assets       |      | (127 | )    |     
|Amortization of prior service cost   |      |      |      |     
|Recognized net actuarial (gain) loss |      | 27   |      |     
|                                     |      |      |      |     
|                                     |      |      |      |     
|Net                                  | $    | 173  |      | $   
|                                     |      |      |      |     
|                                     |      |      |      |     
|Discount rate on benefit obligation  |      | 5.37 | %    |     
|Long-term expected rate of return    |      |      |      |     
|on plan assets                       |      | 7.00 |      |     
|Rate of compensation increase        | n/a  |      |      | 5.00



---

(Continued)

38



FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE 15  EMPLOYEE STOCK OWNERSHIP PLAN AND 401(k) PLAN

During 1999, the Company established an Employee Stock Ownership Plan (ESOP) for the benefit of employees 21 and older and who have completed at least one thousand hours of service.

To fund the plan, the ESOP borrowed $8,993 from the Company for the purposes of purchasing 899,300 shares of stock at $10 per share in the conversion. Principal and interest payments on the loan are due in
annual installments which began December 31, 1999 with the final payments of principal and interest being due and payable at maturity on December 31, 2013. Interest is payable during the term of the loan at a fixed rate of 7.75%. The loan is collateralized by the shares of the Companys common stock purchased with the proceeds. As the Bank periodically makes contributions to the ESOP to repay the loan, shares are allocated to
participants on the basis of the ratio of each years principal and interest payments to the total of all principal and interest payments. Dividends on allocated shares increase participant accounts. Dividends on unallocated shares are used for
debt service. ESOP compensation expense was $694, $753 and $330 for 2001, 2000 and 1999.

A 401(k) benefit plan allows employee contributions up to 15% of their compensation, which are matched equal to 50% of the first 6% of compensation contributed. The Company match is in the form of cash or
stock from the ESOP shares that are committed to be released to participants for that year. The remaining shares after the 401(k) match are released to participant's accounts using the shares allocated method. 401(k) expense for 2001, 2000 and 1999
was $74, $0 and $0.

Shares held by the ESOP at June 30 were as follows:

| |                                                  | 2001 |         | 2000
| | ------------------------------------------------ | ---- | ------- | ----
| |                                                  |      |         |     
| |                                                  |      |         |     
| | Shares allocated to participants  current       |      | 59,220  |     
| | Shares allocated to participants  prior periods |      | 98,079  |     
| | Unearned shares                                  |      | 742,001 |     
| |                                                  |      |         |     
| |                                                  |      |         |     
| | Total ESOP shares                                |      | 899,300 |     
| |                                                  |      |         |     
| |                                                  |      |         |     
| | Fair value of unearned shares                    | $    | 9,616   |     
| |                                                  |      |         |     

---

(Continued)

39





FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE 16  STOCK OPTION PLAN

First Place sponsors a stock option and incentive plan for the benefit of directors and employees of the Company. 1,711,625 shares of common stock are authorized under the plan. Of this, 587,500 shares of
common stock represent the increase in the plan for options previously granted to employees and directors in FFY Financial Corp.s option plan. All of the options granted to FFY employees and directors vested upon the closing date of the
merger. The Plan provides for the grant of options, which may qualify as either incentive stock options or nonqualified options. One-fifth of the options awarded become exercisable on each of the first five anniversaries of the date of grant. The
option period expires 10 years from the date of grant and the exercise price is the market price at the date of grant.

Following is activity under the plan during the years ended June 30, 2001 and 2000.

|                                 |           |   | 2001     |       |        |           |          | 2000 |       | 
|-------------------------------- | --------- | - | -------- | ----- | ------ | --------- | -------- | ---- | ----- | 
|                                 |           |   |          |       |        |           |          |      |       | 
|                                 |           |   | Weighted |       |        |           | Weighted |     
|                                 |           |   | Average  |       |        |           | Average  |     
|                                 |           |   | Exercise |       |        |           | Exercise |     
|                                 | Shares    |   | Price    |       | Shares |           | Price    |     
|                                 |           |   |          |       |        |           |          |     
|                                 |           |   |          |       |        |           |          |      |       | 
|Options outstanding,             |           |   |          |       |        |           |          |      |       | 
|beginning of year                | 1,007,600 |   | $        | 12.31 |        |           |          |      |       | 
|Increase in shares due to merger | 587,500   |   |          | 7.82  |        |           |          |      |       | 
|Canceled                         | (84,000   | ) |          | 12.31 |        |           |          |      |       | 
|Exercised                        | (164,097  | ) |          | 6.49  |        |           |          |      |       | 
|Granted                          | 165,000   |   |          | 11.54 |        | 1,007,600 |          | $    | 12.31 | 
|                                 |           |   |          |       |        |           |          |      |       | 
|Options outstanding,             |           |   |          |       |        |           |          |      |       | 
|end of year                      | 1,512,003 |   | $        | 11.11 |        | 1,007,600 |          | $    | 12.31 | 
|                                 |           |   |          |       |        |           |          |      |       | 
|                                 |           |   |          |       |        |           |          |      |       | 
|Options exercisable, end of year | 682,203   |   |          |       |        |           |          |      |       | 
|Options available for grant,     |           |   |          |       |        |           |          |      |       | 
|end of year                      | 35,525    |   |          |       |        | 116,525   |          |      |       | 

Weighted-average fair value of options granted during year:

| |               | 2001 |      | 2000 |  
| | ------------- | ---- | ---- | ---- | -
| |               |      |      |      |  
| |               |      |      |      |  
| | Qualified     | $    | 3.29 |      | $
| | Non-qualified |      | 2.29 |      |  



---

(Continued)

40





FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE16  STOCK OPTION PLAN(Continued)

Options outstanding at June 30, 2001 were as follows:

|                        |                            |  | Outstanding |  | Exercisable                                  
|----------------------- | -------------------------- |  | ----------- |  | ---------------------------------------------
|                        |                            |  |             |  |                                              
|                        | Range of

Exercise

Prices |  | Number      |  | Weighted Average

Remaining

Contractual Life
|                        |                            |  |             |  |                                              
|                        |                            |  |             |  |                                              
|$                       | 4.66 - $9.54               |  | 311,482     |  | 5.19 years                                   
|$                       | 10.24 - $17.33             |  | 1,200,521   |  | 8.17 years                                   
|                        |                            |  |             |  |                                              
|                        |                            |  |             |  |                                              
|Outstanding at year end | 1,512,003                  |  | 7.56 years  |  | 682,203                                      
|                        |                            |  |             |  |                                              

Had compensation cost for stock options been measured using SFAS No. 123, net income and earnings per share would have been the proforma amounts indicated below. The proforma effect may increase in the
future if more options are granted.

|                                                 |   | 2001  |  |   | 2000 
|------------------------------------------------ | - | ----- |  | - | -----
|                                                 |   |       | 
|                                                 |   |       |  |   |      
|Net income as reported                           | $ | 6,314 |  | $ | 6,814
|Pro forma net income                             |   | 5,738 |  |   | 6,229
|                                                 |   |       |  |   |      
|Basic and diluted earnings per share as reported | $ | .54   |  | $ | .75  
|Pro forma basic and diluted earnings per share   |   | .49   |  |   | .69  

The pro forma effects are computed using option-pricing models, using the following weighted-average assumptions as of grant date.

|                                | 2001      |   | 2000          |  
|------------------------------- | --------- | - | ------------- | -
|                                |           |   |               |  
|                                | Qualified |   | Non-Qualified |  
|                                |           |   |               |  
|Risk-free interest rate         | 5.31      | % | 5.32          | %
|Expected option life            | 9 years   |   | 4 years       |  
|Expected stock price volatility | 20.88     | % | 21.0          | %
|Dividend yield                  | 2.37      | % | 2.37          | %



---

(Continued)

41





FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE 17 RECOGNITION AND RETENTION PLAN

The Company maintains a recognition and retention plan for the benefits of directors and certain key employees of the Company. The plan is used to provide such individuals ownership interest in the Company
in a manner designed to compensate such directors and key employees for services. The Company contributed sufficient funds to enable the stock based incentive plan to purchase a number of common shares in the open market equal to 4% of the common
shares sold in connection with the conversion.

On July 2, 1999 a Committee of the Board of Directors awarded 449,650 shares to certain directors and officers of the Company. No shares had been previously awarded. One-fifth of such shares are earned and
nonforfeitable on each of the first five anniversaries of the date of the awards. In the event of the death or disability of a participant or a change in control of the Company, the participants shares will be deemed to be entirely earned and
nonforfeitable upon such date. During the year ended June 30, 2001, 36,640 shares were forfeited. At June 30, 2001 37,024 shares are available for grant. Compensation expense is based on the cost of the shares, which approximates fair value at the
date of grant, and was $1,337 and $1,191 for 2001 and 2000.

NOTE 18  OFF-BALANCE SHEET ACTIVITIES

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

The contractual amount of financial instruments with off-balance-sheet risk was as follows at year end.

|                           | 2001  |        | 2000    
|-------------------------- | ----- | ------ | --------
|                           |       |        |         
|                           | Fixed |        | Variable
|                           | Rate  |        | Rate    
|                           |       |        |         
|Commitments to make loans  |       |        |         
|(at market rates)          | $     | 19,606 |         
|Unused lines of credit and |       |        |         
|letters of credit          |       |        |         



---

(Continued)

42



FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE18 - OFF-BALANCE SHEET ACTIVITIES (Continued)

Commitments to make loans are generally made for periods of 60 days or less. The fixed rate loan commitments have interest rates ranging from 6.25% to 10.50% and maturities ranging from 15 years to 30
years.

NOTE 19  INTEREST RATE SWAPS

The Company has entered into several interest rate swap agreements to assume fixed interest payments in exchange for variable interest payments. The interest rate swaps, derivative instruments, are used by
the Company to mitigate the Companys overall risk to increases in interest rates during the life of the swaps and are a component of the Companys asset liability management strategy in order to manage the risk of changes in interest
rates and its impact on net interest margin. The notional amount of the interest rate swaps do not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the interest
rate swap.

These interest rate swaps have been designated as cash flow hedges of certain FHLB advances and were determined to be fully effective during the year ended June 30, 2001. As such, the aggregate fair value of
the swaps are recorded in other assets or other liabilities with changes in fair value recorded in other comprehensive income and no amount of ineffectiveness was included in net income. The fair value of the swaps in accumulated other comprehensive
income would be reclassified to current earnings should the hedge no longer be considered effective. The hedge would become ineffective should the Company repay or alter the terms of the borrowings. The Company expects the hedge to remain fully
effective during the remaining term of the swaps though the ability for the swap strategy to continue to have its value fully realized is additionally dependent upon the credit worthiness of the counter party. The loss recorded in other
comprehensive income for the year ended June 30, 2001 totaled $7,994 and represented the decline in value of the instruments during the period.

Summary information about interest rate swaps at year-end follows.

| |                                 | 2001 |         | 2000  |    
| | ------------------------------- | ---- | ------- | ----- | ---
| |                                 |      |         |       |    
| |                                 |      |         |       |    
| | Notional amounts                | $    | 140,000 |       | $  
| | Weighted average fixed rates    |      | 6.47    | %     |    
| | Weighted average variable rates |      | 4.11    | %     |    
| | Weighted average maturity       | 4.8  | years   |       | 4.6
| | Maximum remaining maturity      |      | 9.1     | years |    
| | Market value at June 30         | $    | (7,994  | )     | $  



---

(Continued)

43



FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE20  REGULATORY CAPITAL

The Bank is subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets,
liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors, and
the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements.

Under Office of Thrift Supervision (OTS) regulations, limitations have been imposed on all capital distributions, including cash dividends. The regulation establishes a three-tiered system of
restrictions, with the greatest flexibility afforded to thrifts which are both well-capitalized and given favorable qualitative examination ratings by the OTS.

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

|                       | Capital to risk- |   |                |  
|---------------------- | ---------------- | - | -------------- | -
|                       | weighted assets  |   | Tier 1 capital |  
|                       |                  |   |                |  
|                       | Total            |   | Tier 1         |  
|                       |                  |   |                |  
|                       |                  |   |                |  
|Well capitalized       | 10               | % | 6              | %
|Adequately capitalized | 8                | % | 4              | %
|Undercapitalized       | 6                | % | 3              | %



---

(Continued)

44



FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE20  REGULATORY CAPITAL (Continued)

At year end, actual capital levels of the Bank and minimum required levels were:

|                                           | Actual  |         | MinimumRequiredForCapitalAdequacyPurposes |      | Minimum Required

To Be Well

CapitalizedUnderPrompt Corrective

ActionRegulations |       
|------------------------------------------ | ------- | ------- | ----------------------------------------- | ---- | ---------------------------------------------------------------------------------- | ------
|                                           | Amount  |         | Ratio                                     |      | Amount                                                                             |       
|2001                                       |         |         |                                           |      |                                                                                    |       
|                                           |         |         |                                           |      |                                                                                    |       
|Totalcapital(toriskweightedassets)         | $       | 127,822 |                                           | 13.1 | %                                                                                  | $     
|                                           |         |         |                                           |      |                                                                                    |       
|Tier1 capital (toriskweightedassets)       | 121,677 |         | 12.4                                      |      |                                                                                    | 39,167
|                                           |         |         |                                           |      |                                                                                    |       
|Tier 1 capital(toadjustedtotal assets)     | 121,677 |         | 7.9                                       |      |                                                                                    | 61,271
|                                           |         |         |                                           |      |                                                                                    |       
|Tangible capital (to adjustedtotal assets) | 121,677 |         | 7.9                                       |      |                                                                                    | 22,977
|                                           |         |         |                                           |      |                                                                                    |       
|2000                                       |         |         |                                           |      |                                                                                    |       
|                                           |         |         |                                           |      |                                                                                    |       
|Total capital(torisk weighted assets)      | $       | 92,539  |                                           | 15.3 | %                                                                                  | $     
|                                           |         |         |                                           |      |                                                                                    |       
|Tier1 capital (to risk weightedassets)     |         | 87,649  |                                           | 14.5 |                                                                                    |       
|                                           |         |         |                                           |      |                                                                                    |       
|Tier 1 capital (toadjusted total assets)   |         | 87,649  |                                           | 8.8  |                                                                                    |       
|                                           |         |         |                                           |      |                                                                                    |       
|Tangiblecapital(to adjustedtotal assets)   |         | 87,649  |                                           | 8.8  |                                                                                    |       



---

(Continued)

45



FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE21  FAIR VALUES OF FINANCIAL INSTRUMENTS

The following table shows the estimated fair value and the related carrying value of the Companys financial instruments at June 30, 2001 and 2000:

|                             | 2001            |          | 2000                  |  
|---------------------------- | --------------- | -------- | --------------------- | -
|                             | Carrying

Value |          | Estimated

Fair Value |  
|Financial Assets             |                 |          |                       |  
|Cash andcashequivalents      | $               | 29,549   |                       | $
|Federalfunds sold            |                 | 21,521   |                       |  
|Securities available forsale |                 | 435,348  |                       |  
|Loans held for sale          |                 | 14,259   |                       |  
|Loans receivable, net        |                 | 996,586  |                       |  
|Accrued interest receivable  |                 | 9,274    |                       |  
|Loan servicing rights        |                 | 4,869    |                       |  
|                             |                 |          |                       |  
|Financial Liabilities        |                 |          |                       |  
|Demand and savings deposits  | $               | (422,263 | )                     | $
|Time deposits                |                 | (596,566 | )                     |  
|Repurchaseagreements         |                 | (91,064  | )                     |  
|FHLBadvances                 |                 | (263,528 | )                     |  
|Advances by borrowers        |                 |          |                       |  
|for taxes and insurance      |                 | (4,784   | )                     |  
|Accrued interest payable     |                 | (3,475   | )                     |  
|Interest rate swaps          |                 | (7,994   | )                     |  

The methods and assumptions used to estimate fair value are described as follows.

Carrying amount is the estimated fair value for cash and cash equivalents, federal funds sold, accrued interest receivable and payable, demand deposits, and advances by borrowers for taxes and insurance.
Security fair values are based on market prices or dealer quotes, and if no such information is available, on the rate and term of the security and information about the issuer. For fixed rate loans or deposits and for variable rate loans or
deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair value of loans held for sale is based on market quotes. Fair value of
repurchase agreements and FHLB advances is based on current rates for similar financing. Fair value of servicing rights is based on an independent market valuation. The fair value of interest rate swaps is based on market prices or dealer
quotes.

---

(Continued)

46



FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---

NOTE22 PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

Condensed financial information of First Place Financial Corp. follows:

CONDENSED BALANCE SHEET
June 30, 2001 and 2000

|                                           | 2001    |         | 2000 |        
|------------------------------------------ | ------- | ------- | ---- | -------
|ASSETS                                     |         |         |      |        
|Cash and cash equivalents                  | $       | 18,658  |      | $      
|Interest-bearing deposits                  |         |         |      |        
|Securities available for sale              |         | 17,889  |      |        
|Note receivable                            |         | 10,237  |      |        
|Investment in subsidiaries                 |         | 145,488 |      |        
|Other assets                               |         | 2,045   |      |        
|                                           |         |         |      |        
|                                           |         |         |      |        
|Total assets                               | $       | 194,317 |      | $      
|                                           |         |         |      |        
|                                           |         |         |      |        
|LIABILITIES AND SHAREHOLDERS EQUITY       |         |         |      |        
|Accrued expenses and other liabilities     | $       | 281     |      | $      
|Shareholders equity                       | 194,036 |         |      | 147,975
|                                           |         |         |      |        
|                                           |         |         |      |        
|Total liabilities and shareholders equity | $       | 194,317 |      | $      
|                                           |         |         |      |        

CONDENSED STATEMENTS OF INCOME
Years ended June 30, 2001, 2000 and period December 31, 1998

(inception of Company) through June 30, 1999

|                                                     | 2001 |         | 2000 |   | 1999    |  
|---------------------------------------------------- | ---- | ------- | ---- | - | ------- | -
|INCOME                                               |      |         |      |   |         |  
|Interest income                                      | $    | 1,920   |      | $ | 2,248   |  
|Dividend from bank                                   |      | 20,000  |      |   | 22,171  |  
|                                                     |      |         |      |   |         |  
|Total income                                         |      | 21,920  |      |   | 24,419  |  
|EXPENSES                                             |      |         |      |   |         |  
|Contribution to Foundation                           |      |         |      |   |         |  
|Other expenses                                       |      | 549     |      |   | 171     |  
|                                                     |      |         |      |   |         |  
|Total expense                                        |      | 549     |      |   | 171     |  
|Income (loss) before income taxes                    |      | 21,371  |      |   | 24,248  |  
|Income tax (benefit) provision                       |      | 872     |      |   | 654     |  
|                                                     |      |         |      |   |         |  
|                                                     |      |         |      |   |         |  
|Income (loss) before undistributed                   |      |         |      |   |         |  
|net earnings of subsidiaries                         |      | 20,499  |      |   | 23,594  |  
|Equity in undistributed net earnings of subsidiaries |      |         |      |   |         |  
|(distributions in excess of earnings)                |      | (14,185 | )    |   | (16,780 | )
|                                                     |      |         |      |   |         |  
|                                                     |      |         |      |   |         |  
|Net income (loss)                                    | $    | 6,314   |      | $ | 6,814   |  
|                                                     |      |         |      |   |         |  



---

(Continued)

47





FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

---



NOTE22 PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION(Continued)

CONDENSED STATEMENTS OF CASH FLOWS

Years ended June 30, 2001, 2000 and period December 31, 1998

(inception of Company) through June 30, 1999

|                                                  | 2001 |         | 2000 |   | 1999    |  
|------------------------------------------------- | ---- | ------- | ---- | - | ------- | -
|Cash flows from operating activities              |      |         |      |   |         |  
|Net income (loss)                                 | $    | 6,314   |      | $ | 6,814   |  
|Distributions in excess of earnings (equity in    |      |         |      |   |         |  
|undistributed earnings from subsidiaries)         |      | 14,185  |      |   | 16,780  |  
|Net amortization                                  |      | 60      |      |   | 65      |  
|Change in deferred taxes                          |      | 1,015   |      |   |         |  
|Contribution of common stock to Foundation        |      |         |      |   |         |  
|Change in other assets                            |      | 25      |      |   | 14      |  
|Change in other liabilities                       |      | (749    | )    |   | 530     |  
|                                                  |      |         |      |   |         |  
|Net cash from operating activities                |      | 20,850  |      |   | 24,203  |  
|                                                  |      |         |      |   |         |  
|Cash flows from investing activities              |      |         |      |   |         |  
|Purchases of mortgage-backed securities           |      |         |      |   |         |  
|Paydowns of mortgage-backed securities            |      | 2,489   |      |   | 2,889   |  
|Proceeds from sales of mortgage-backed securities |      | 12,143  |      |   |         |  
|Proceeds from maturities of securities            |      | 10      |      |   |         |  
|Net (increase) in loans receivable                |      | (199    | )    |   |         |  
|Net cash received in merger                       |      | 1       |      |   |         |  
|Change in interest bearing accounts               |      | 16,000  |      |   | 6,559   |  
|Purchase of capital stock of subsidiary           |      |         |      |   |         |  
|Change in loans to Bank                           |      | 352     |      |   | 600     |  
|                                                  |      |         |      |   |         |  
|Net cash from investing activities                |      | 30,796  |      |   | 10,048  |  
|                                                  |      |         |      |   |         |  
|Cash flows from financing activities              |      |         |      |   |         |  
|Purchase of treasury stock                        |      | (28,922 | )    |   | (30,900 | )
|Cash dividends paid                               |      | (5,650  | )    |   | (2,791  | )
|Proceeds from stock options exercised             |      | 1,270   |      |   |         |  
|Proceeds from sale of stock                       |      |         |      |   |         |  
|Dividends on unearned ESOP shares                 |      | (313    | )    |   | (343    | )
|                                                  |      |         |      |   |         |  
|Net cash from financing activities                |      | (33,615 | )    |   | (34,034 | )
|                                                  |      |         |      |   |         |  
|Net change in cash and cash equivalents           |      | 18,031  |      |   | 217     |  
|Beginning cash and cash equivalents               |      | 627     |      |   | 410     |  
|                                                  |      |         |      |   |         |  
|Ending cash and cash equivalents                  | $    | 18,658  |      | $ | 627     |  
|                                                  |      |         |      |   |         |  



---

(Continued)

48



FIRST PLACE FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2001, 2000 and 1999



---

NOTE 23 - CONSUMMATION OF THE CONVERSION TO A STOCK SAVINGS AND LOAN WITH THE CONCURRENT FORMATION OF A HOLDING COMPANY

On June 15, 1998, the Board of Directors of the Company unanimously adopted a plan of conversion to convert from a federally chartered mutual savings and loan company to a federally chartered stock savings
and loan with the concurrent formation of a holding company, First Place Financial Corp. The conversion was consummated on December 31, 1998 by amending the thrift's federal charter and the sale of the Company's common shares in an amount equal to
the market value of the Company after giving effect to the conversion. A total of 11,241,250 common shares of the Company were issued at $10.00 per share and net proceeds from the sale were $93.3 million after deducting the costs of conversion and
the shares contributed to the Foundation.

The Company retained 50% of the net proceeds from the sale of common shares. The remainder of the net proceeds were invested in the capital stock issued by the Bank to the Company as a result of the
conversion.

At the time of Conversion, the Company established a liquidation account which was equal to its regulatory capital as of the latest practicable date prior to the Conversion. In the event of a complete
liquidation, each eligible depositor will be entitled to receive a distribution from the liquidation account in an amount proportionate to the current adjusted qualifying balances for the accounts then held.

In connection with the conversion, the Company established the First Federal of Warren Community Foundation. The Foundation was funded with a contribution of $8,026 of the Company's common stock at the date
the conversion was consummated. The Foundation is dedicated to the promotion of charitable purposes within the communities in which the Company operates.

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49









FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

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NOTE24  EARNINGS PER SHARE

The factors used in the earnings per share computation follow.

|                                         |                                        | 2001 |            | 2000 |            | 1999      |   |           
|---------------------------------------- | -------------------------------------- | ---- | ---------- | ---- | ---------- | --------- | - | ----------
|                                         |                                        |      |            |      |            |           |   |           
|Basic                                    |                                        |      |            |      |            |           |   |           
|                                         | Net income (loss)                      | $    | 6,314      |      | $          | 6,814     |   | $         
|                                         |                                        |      |            |      |            |           |   |           
|                                         |                                        |      |            |      |            |           |   |           
|                                         | Weighted average common shares         |      |            |      |            |           |   |           
|                                         | outstanding                            |      | 12,823,084 |      | 10,275,179 |           |   | 11,241,250
|                                         | Less: Average unearned ESOP shares     |      | (773,964   | )    |            | (834,075  | ) |           
|                                         | Less: Average unearned RRP shares      |      | (305,375   | )    |            | (404,685  | ) |          
|                                         |                                        |      |            |      |            |           |   |           
|                                         |                                        |      |            |      |            |           |   |           
|                                         | Average shares                         |      | 11,743,745 |      |            | 9,036,419 |   |           
|                                         |                                        |      |            |      |            |           |   |           
|                                         |                                        |      |            |      |            |           |   |           
|                                         | Basic earnings (loss) per common share | $    | .54        |      | $          | .75       |   | $         
|                                         |                                        |      |            |      |            |           |   |           
|                                         |                                        |      |            |      |            |           |   |           
|Diluted                                  |                                        |      |            |      |            |           |   |           
|                                         | Net income (loss)                      | $    | 6,314      |      | $          | 6,814     |   | $         
|                                         |                                        |      |            |      |            |           |   |           
|                                         |                                        |      |            |      |            |           |   |           
|                                         | Weighted average common shares         |      |            |      |            |           |   |           
|                                         | outstanding for basic earnings per     |      |            |      |            |           |   |           
|                                         | common share                           |      | 11,743,745 |      |            | 9,036,419 |   |           
|                                         | Add: Dilutive effects of assumed       |      |            |      |            |           |   |           
|                                         | exercises of stock options             |      | 39,984     |      |            |           |   |           
|                                         |                                        |      |            |      |            |           |   |           
|                                         |                                        |      |            |      |            |           |   |           
|                                         | Average shares and dilutive potential  |      |            |      |            |           |   |           
|                                         | common shares                          |      | 11,783,729 |      |            | 9,036,419 |   |           
|                                         |                                        |      |            |      |            |           |   |           
|                                         |                                        |      |            |      |            |           |   |           
|Diluted earnings (loss) per common share | $                                      | .54  |            | $    | .75        |           | $ | (.02      
|                                         |                                        |      |            |      |            |           |   |           

(1) Net (loss) since conversion

Stock options for 21,381 and 1,007,600 shares of common stock were not considered in computing diluted earnings per share for 2001 and 2000 because they were antidilutive.



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50





FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

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NOTE 25 - QUARTERLYRESULTS OF OPERATIONS (UNAUDITED)

|                                     | September 30 |        | December 31 |   | March 31 |   | June 30 |       
|------------------------------------ | ------------ | ------ | ----------- | - | -------- | - | ------- | ------
|2001                                 |              |        |             |   |          |   |         |       
|Total interest income                | $            | 19,001 |             | $ | 20,010   |   | $       | 30,090
|Total interest expense               |              | 12,479 |             |   | 13,152   |   |         | 17,305
|                                     |              |        |             |   |          |   |         |       
|Net interest income                  |              | 6,522  |             |   | 6,858    |   |         | 12,785
|                                     |              |        |             |   |          |   |         |       
|Provision for loan losses            |              | 300    |             |   | 1,505    |   |         | 658   
|                                     |              |        |             |   |          |   |         |       
|Net interest income after            |              |        |             |   |          |   |         |       
|provision for loan losses            |              | 6,222  |             |   | 5,353    |   |         | 12,127
|                                     |              |        |             |   |          |   |         |       
|Total noninterest income             |              | 1,125  |             |   | (3,011   | ) |         | 2,431 
|Total noninterest expense            |              | 4,604  |             |   | 7,617    |   |         | 9,419 
|                                     |              |        |             |   |          |   |         |       
|Income before income taxes           |              | 2,743  |             |   | (5,275   | ) |         | 5,139 
|                                     |              |        |             |   |          |   |         |       
|Provision (benefit) for income taxes |              | 849    |             |   | (2,200   | ) |         | 1,585 
|                                     |              |        |             |   |          |   |         |       
|Net income (loss)                    | $            | 1,894  |             | $ | (3,075   | ) | $       | 3,554 
|                                     |              |        |             |   |          |   |         |       
|                                     |              |        |             |   |          |   |         |       
|                                     |              |        |             |   |          |   |         |       
|Basic earnings (loss) per share      | $            | .21    |             | $ | (.34     | ) | $       | .24   
|                                     |              |        |             |   |          |   |         |       
|Diluted earnings (loss) per share    | $            | .21    |             | $ | (.34     | ) | $       | .24   
|                                     |              |        |             |   |          |   |         |       
|                                     |              |        |             |   |          |   |         |       
|2000                                 |              |        |             |   |          |   |         |       
|Total interest income                | $            | 13,399 |             | $ | 13,999   |   | $       | 14,415
|Total interest expense               |              | 6,790  |             |   | 7,443    |   |         | 8,058 
|                                     |              |        |             |   |          |   |         |       
|Net interest income                  |              | 6,609  |             |   | 6,556    |   |         | 6,357 
|                                     |              |        |             |   |          |   |         |       
|Provision for loan losses            |              | 169    |             |   | 214      |   |         | 222   
|                                     |              |        |             |   |          |   |         |       
|Net interest income after            |              |        |             |   |          |   |         |       
|provision for loan losses            |              | 6,440  |             |   | 6,342    |   |         | 6,135 
|                                     |              |        |             |   |          |   |         |       
|Total noninterest income             |              | 559    |             |   | 573      |   |         | 592   
|Total noninterest expense            |              | 3,485  |             |   | 3,684    |   |         | 3,660 
|                                     |              |        |             |   |          |   |         |       
|Income before income taxes           |              | 3,514  |             |   | 3,231    |   |         | 3,067 
|                                     |              |        |             |   |          |   |         |       
|Provision for income taxes           |              | 1,114  |             |   | 1,056    |   |         | 1,029 
|                                     |              |        |             |   |          |   |         |       
|Net income                           | $            | 2,400  |             | $ | 2,175    |   | $       | 2,038 
|                                     |              |        |             |   |          |   |         |       
|                                     |              |        |             |   |          |   |         |       
|                                     |              |        |             |   |          |   |         |       
|Basic and diluted earnings per share | $            | 0.24   |             | $ | 0.23     |   | $       | 0.26  



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51