Exhibit 13


Annual Report to Security Holders




Exhibit 13 was sent under separate cover


or is enclosed herein.







Market Prices and Dividends Declared Fiscal year 1999First

Quarter

Second

Quarter

Third

Quarter

Fourth

QuarterHigh
N/A

N/A

$       11.625

$        12.375Low
N/A

N/A

$       10.125

$          9.625Dividends declared
N/A

N/A

N/A

$          0.075Fiscal year 2000First

Quarter

Second

Quarter

Third

Quarter

Fourth

QuarterHigh
$     12.9375

$         12.25

$     11.4375

$     10.9375Low
$       11.375

$     10.4375

$         10.00

$       9.4375Dividends declared
$         0.075

$         0.075

$         0.075

$         0.100














EXHIBIT 13








|                                                                    |  | At June 30,   
|------------------------------------------------------------------- |  | --------------
|
|
|Selected Financial Condition Data:                                  |  |               
|Total assets                                                        |  | $1,051,577    
|Loans receivable, net                                               |  | 705,066       
|Allowance for loan losses                                           |  | 6,150         
|Nonperforming assets                                                |  | 7,416         
|Securities available for sale                                       |  | 261,051       
|Securities held to maturity                                         |  |              
|Deposits                                                            |  | 586,748       
|Federal Home Loan Bank advances                                     |  | 227,762       
|Repurchase agreements                                               |  | 75,000        
|Total shareholders equity                                          |  | 147,975       
|
|
|
|
|Summary of earnings:                                                |  |               
|Total interest income                                               |  | $      58,506 
|Total interest expense                                              |  | 32,657        
|                                                                    |  |               
|Net interest income                                                 |  | 25,849        
|Provision for loan losses                                           |  | 2,294         
|                                                                    |  |               
|Net interest income after provision for loan

               losses |  | 23,555        
|Total noninterest income                                            |  | 2,447         
|Total noninterest expense (1) (2)                                   |  | 15,890        
|                                                                    |  |               
|Income before income tax                                            |  | 10,112        
|Provision for income tax                                            |  | 3,298         
|                                                                    |  |               
|Net income                                                          |  | $        6,814
|                                                                    |  |               




|(1) | For the year ended June 30, 1999, noninterest expense included $8.0 million as a result of the contribution to the Foundation.
|--- | ------------------------------------------------------------------------------------------------------------------------------



|(2) | For the year ended June 30, 1997, noninterest expense included a one-time charge of $2.5 million to recapitalize the Savings
Association Insurance Fund (SAIF).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------




|                                                                                        |  | For the Years Ended June 30,
|--------------------------------------------------------------------------------------- |  | ----------------------------
|
|Selected Financial Ratios and Other Data:                                               |  |                             
|Performance Ratios(1):                                                                  |  |                             
|Return on average assets                                                                |  | 0.83                        
|Return on average equity                                                                |  | 4.80                        
|Interest rate spread(2)                                                                 |  | 2.39                        
|Net interest margin(3)                                                                  |  | 3.25                        
|Noninterest expense to average assets                                                   |  | 1.94                        
|Efficiency ratio(4)                                                                     |  | 56.03                       
|Net interest income to operating expenses                                               |  | 162.67                      
|Average interest-earning assets to average interest-bearing    
            liabilities |  | 121.29                      
|Dividend payout                                                                         |  | 44.00                       
|Capital Ratios:                                                                         |  |                             
|Equity to total assets at end of period                                                 |  | 14.07                       
|Average equity to average assets                                                        |  | 17.34                       
|Tangible capital(5)                                                                     |  | 8.75                        
|Core capital(5)                                                                         |  | 8.75                        
|Total risk-based capital(5)                                                             |  | 15.27                       
|Asset Quality Ratios:                                                                   |  |                             
|Nonperforming assets as a percent of total assets(6)                                    |  | 0.71                        
|Allowance for loan losses as a percent of loans(7)                                      |  | 0.86                        
|Allowance for loan losses as a percent of nonperforming

               loans(6)        |  | 93.67                       
|Per Share Data:                                                                         |  |                             
|Net income (loss)(8)                                                                    |  | $     .75                   
|Net income (loss), fully diluted(8)                                                     |  | .75                         
|Dividends declared                                                                      |  | .33                         
|Book value per share at year end                                                        |  | 13.84                       



---

|(1) | 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 divided by the sum of net interest income and noninterest income.
|--- | ----------------------------------------------------------------------------------------------------------------------------------

|(5) | Regulatory capital ratios of First Federal.
|--- | -------------------------------------------

|(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.
|--- | -------------------------------------------------------




MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION


AND RESULTS OF OPERATIONS





General





First Place was formed with the conversion of First Federal from a federally-chartered mutual savings and loan association to a federally-chartered stock savings and loan
association. First Federal is a community-oriented financial institution engaged primarily in gathering deposits to originate one- to- four family residential mortgage loans and consumer loans. Managements discussion should be read in conjunction
with the consolidated financial statements and footnotes.





On May 12, 2000, First Place acquired The Ravenna Bank 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 Federal.





Forward Looking Statements





Certain statements contained in this report that are not historical facts are forward looking statements that are subject to certain risks and uncertainties. When used
herein, the terms anticipates, plans, expects, believes, estimate or projected and similar expressions as they relate to First Place or its management are intended to identify such
forward looking statements. First Places actual results, performance or achievements may materially differ from those expressed or implied in the forward looking statements. Risks and uncertainties that could cause or contribute to such material
differences include, but are not limited to, general economic conditions, interest rate environment, competitive conditions in the financial services industry, changes in law, governmental policies and regulations, and rapidly changing technology
affecting financial services.





Financial Condition at June 30, 2000 and 1999





Total assets increased $304.3 million, or 40.7%, and totaled $1,051.6 million at June 30, 2000 compared to $747.3 million at June 30, 1999. The increase in assets was
primarily attributable to growth in loans receivable and the purchase of Ravenna.





Securities available for sale as of June 30, 2000 increased $11.9 million or 4.8% and totaled $261.1 million compared to $249.2 million at June 30, 1999.





Equity and debt securities increased $23.2 million and $4.2 million, while mortgage-backed securities decreased $15.5 million. The increase in equity securities was a result
of First Places purchase of FNMA and FHLMC preferred stock.





Net loans receivable increased from $453.8 million at June 30, 1999 to $705.1 million at June 30, 2000. This growth was primarily concentrated in one- to- four family and
construction loans, which comprised 80.3% of the growth. Of the total increase, $150.5 million were acquired from Ravenna. The increase in loans from Ravenna included $12.1 million of loans held for sale as Ravenna had an active mortgage bank operation
that is being continued by First Federal. While First Place remains committed to its traditional mortgage lending business, continued focus is being placed on diversification of the portfolio. This diversification was evidenced by the fact that each loan
portfolio grew during 2000, including increases in consumer loans of $18.5 million, commercial real estate loans of $17.6 million and multi-family loans of $12.2 million. The commercial loan portfolio grew to $9.1 million at June 30, 2000 and management
anticipates growth in this portfolio to accelerate in 2001 as the new commercial loan department concentrates on growing the portfolio.





Total deposits were $586.7 million at June 30, 2000, an increase of $157.5 million, or 36.7%, compared to $429.2 million at June 30, 1999. This increase was concentrated in
certificates of deposit and money market funds and was primarily due to the acquisition of Ravenna which contributed $118.3 million of the growth.





Federal Home Loan Bank Advances increased $133.0 million to $227.8 at June 30, 2000 compared to $94.8 million at June 30, 1999. Management uses FHLB advances as a source to
fund loan growth and as a source for longer term borrowings which are not as readily available through retail deposits. As management identifies the need for additional advances, it plans to acquire additional FHLB stock and increase its borrowing
capacity. Securities sold under agreement to repurchase increased $20.6 million during 2000. Repurchase agreements are obtained through brokers and secured by mortgage-backed securities. Management intends to utilize this funding source as needed to help
fund loan growth and when attractive rates can be obtained compared to the other funding alternatives.





Total shareholders equity decreased to $148.0 million at June 30, 2000 compared to $158.1 million at June 30, 1999. This decrease was primarily due to the treasury
stock and recognition and retention plan shares acquired and the increase in the unrealized loss on securities available for sale.





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 $128.7 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 85.4%. 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 $14.9 million increase in average investment securities as well as an increase in the yields on investment 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.





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. While the allowance coverage of nonperforming loans declined, management feels 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, 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 $690 thousand recorded during 2000. Merger related charges primarily related
to professional fees for converting data systems and staff severance and bonus arrangements. Other noninterest expenses increased $786,000 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.





Comparison of Results of Operations for Years Ended June 30, 1999 and 1998





General.    Net income for the year ended June 30, 1999 was $2.1 million, compared to $4.1 million for the year ended June 30, 1998. The decrease
in net income was primarily the result of an $8.0 million contribution to fund the Foundation. Excluding this item, net income would have been $7.4 million.





Basic and diluted earnings (loss) per share (since conversion) for 1999, totaled ($0.02). Earnings per share are not presented for the prior year since the conversion was not
completed until December 31, 1998.





Net interest income.    Net interest income increased $5.4 million, or 32.3%, and totaled $22.4 million for the year ended June 30, 1999 compared
to $17.0 million for the year ended June 30, 1998. The increase in net interest income was mainly due to an increase in average loans outstanding of $89.3 million, or 28.3%. In addition, the net interest margin for the year ended June 30, 1999 was 3.42%
compared with 3.00% for the year ended June 30, 1998. Much of the increase in margin was due to the use of the proceeds from the conversion to fund the increase in loans outstanding.





Total interest income increased $5.6 million and totaled $48.1 million for the year ended June 30, 1999 compared to $42.5 million for the year ended June 30, 1998. This 13.3%
increase was primarily due to the increase in average loans outstanding discussed above partially offset by a decrease in the yield on earning assets of 20 basis points.





Total interest expense remained flat year to year increasing by $170 thousand, or less than 1%. While deposit expense declined $974 thousand to $18.9 million for the year
ended June 30, 1999, the expense for borrowed funds (FHLB advances and repurchase agreements) increased $1.1 million to $6.8 million. The decrease in deposit expense was primarily due to the lower rate environment in 1999 resulting in a reduction in the
rates paid on certificates of deposit. The increase in the cost of borrowed funds reflects the increased volume in 1999 compared to 1998.





Provision for loan losses.    The provision for loan losses declined $717 thousand for the year ended June 30, 1999 compared to the year ended June
30, 1998. During the year ended June 30, 1998, additional provision was accrued due to higher levels of nonperforming assets, the increase in the size of the indirect auto portfolio and the possible closing of General Motors Lordstown plant. For the
year ended June 30, 1999, the allowance for loan losses as a percent of nonperforming loans had improved to 230.2% compared to 141.3% for the year ended June 30, 1998. Also, General Motors announced its intention to remain at their Lordstown facility at
least through the year 2004.





Noninterest income.    Noninterest income increased $230 thousand, or 13.1%, to $2.0 million for the year ended June 30, 1999, from $1.8 million
for the prior year. This increase was due to increased fee income associated with NOW accounts and automated teller machine transactions. Also contributing to the increase in noninterest income were gains realized on the sale of loans from the Akron
secondary market mortgage operation.





Noninterest expense.    Noninterest expense increased $10.3 million to $20.7 million for the year ended June 30, 1999 compared to $10.4 million
for the prior year. The increase in expense was primarily attributable to the $8.0 million contribution to the Foundation. Other items included a charge of $495 thousand to terminate a fixed rate advance from the Federal Home Loan Bank and $330 thousand
as a result of the establishment of the Employee Stock Ownership Plan (ESOP). In addition, results for the year ended June 30, 1999 include personnel expense for the Akron operation for approximately three months and a full twelve months of personnel
expense for the Canfield, Ohio lending operation that was opened in May of 1998.





Income taxes.    The provision for income taxes totaled $616 thousand in 1999 compared to $2.5 million in 1998. This decrease reflects the lower
level of income before taxes primarily due to the contribution to the Foundation.





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.





|                                                                                                     |  | 2000     |  | For the Years Ended June 30,1999 |  | 1998  
|---------------------------------------------------------------------------------------------------- |  | -------- |  | -------------------------------- |  | ------
|
|
|Assets:                                                                                              |  |          |  |                                  |  |       
|Interest-earning assets:                                                                             |  |          |  |                                  |  |       
|Loans receivable, net                                                                                |  | $533,676 |  | $41,221                          |  | 7.72  
|Mortgage-backed and related securities(1)                                                            |  | 213,218  |  | 14,014                           |  | 6.57  
|Investment securities(1) (2)                                                                         |  | 42,132   |  | 2,461                            |  | 6.35  
|Other earning assets                                                                                 |  | 4,728    |  | 318                              |  | 6.73  
|FHLB stock                                                                                           |  | 7,225    |  | 492                              |  | 6.81  
|                                                                                                     |  |          |  |                                  |  |       
|Total
interest-earning assets                                                                        |  | 800,979  |  | 58,506                           |  | 7.33  
|Noninterest-earning assets:                                                                          |  | 18,524   |  |                                  |  |       
|                                                                                                     |  |          |  |                                  |  |       
|Total assets                                                                                         |  | $819,503 |  |                                  |  |       
|                                                                                                     |  |          |  |                                  |  |       
|Interest-bearing liabilities:                                                                        |  |          |  |                                  |  |       
|NOW and money market accounts                                                                        |  | $124,817 |  | 4,563                            |  | 3.66  
|Savings accounts                                                                                     |  | 65,127   |  | 1,392                            |  | 2.14  
|Time deposits                                                                                        |  | 269,214  |  | 14,706                           |  | 5.46  
|Repurchase agreements                                                                                |  | 70,632   |  | 4,082                            |  | 5.78  
|FHLB advances                                                                                        |  | 130,612  |  | 7,914                            |  | 6.06  
|                                                                                                     |  |          |  |                                  |  |       
|Total
interest-bearing liabilities                                                                   |  | 660,402  |  | 32,657                           |  | 4.94  
|Noninterest-bearing liabilities                                                                      |  | 17,017   |  |                                  |  |       
|                                                                                                     |  |          |  |                                  |  |       
|Total liabilities                                                                                    |  | 677,419  |  |                                  |  |       
|Stockholders equity                                                                                 |  | 142,084  |  |                                  |  |       
|                                                                                                     |  |          |  |                                  |  |       
|Total liabilities
and stockholders equity                                                           |  | $819,503 |  |                                  |  |       
|                                                                                                     |  |          |  |                                  |  |       
|Net interest income/interest rate spread                                                             |  |          |  | $25,849                          |  | 2.39  
|                                                                                                     |  |          |  |                                  |  |       
|Net interest margin (net interest income as a percent of

          average interest-earning assets) |  |          |  |                                  |  | 3.25  
|                                                                                                     |  |          |  |                                  |  |       
|Average interest-earning assets to interest-bearing liabilities                                      |  |          |  |                                  |  | 121.29
|                                                                                                     |  |          |  |                                  |  |       




|(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.
|--- | --------------------------------------------------------------




Rate/Volume Analysis of Net Interest Income.     The following table presents the dollar amount of changes in interest income and interest
expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the increase or decrease related to changes in balances and/or changes in interest rates. For each category of interest-earning assets and
interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e.,changes in volume multiplied by old rate) and (ii) changes in rate (i.e.,changes in rate multiplied by old volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been
allocated proportionately to the change due to volume and the change due to rate.





|                                       |  | Year Ended

June 30, 2000

Compared to

Year Ended

June 30, 1999 |   | Year Ended

June 30, 1999

Compared to

Year Ended

June 30, 1998
|-------------------------------------- |  | ----------------------------------------------------------------- | - | -----------------------------------------------------------------
|
|
|
|Interest-earning assets:               |  |                                                                   |   |                                                                  
|Loans receivable, net                  |  | $10,221                                                           |   |                                                                  
|Mortgage-backed and related securities |  | (355                                                              | ) |                                                                  
|Investment securities                  |  | 764                                                               |   |                                                                  
|Other earning assets                   |  | 258                                                               |   |                                                                  
|FHLB stock                             |  | 142                                                               |   |                                                                  
|                                       |  |                                                                   |   |                                                                  
|Total interest-earning assets          |  | 11,030                                                            |   |                                                                  
|                                       |  |                                                                   |   |                                                                  
|Interest-bearing liabilities:          |  |                                                                   |   |                                                                  
|NOW and money market accounts          |  | 346                                                               |   |                                                                  
|Savings accounts                       |  | (44                                                               | ) |                                                                  
|Time deposits                          |  | 1,265                                                             |   |                                                                  
|Repurchase agreements                  |  | 967                                                               |   |                                                                  
|FHLB advances                          |  | 3,269                                                             |   |                                                                  
|                                       |  |                                                                   |   |                                                                  
|Total interest-bearing liabilities     |  | 5,803                                                             |   |                                                                  
|                                       |  |                                                                   |   |                                                                  
|Net change in net interest income      |  | $  5,227                                                          |   |                                                                  
|                                       |  |                                                                   |   |                                                                  




Asset and Liability Management and Market Risk





General.The principal market risk affecting First Federal is interest rate risk. First Federal does not maintain a trading account for any
class of financial instrument, and First Federal is not affected by foreign currency exchange rate risk or commodity price risk. Because First Federal does not hold any equity securities other than stock in the FHLB of Cincinnati, First Federal is not
subject to equity price risk.





First Federal, like other financial institutions, is subject to interest rate risk to the extent that its interest-earning assets reprice differently than its
interest-bearing liabilities. As part of its efforts to monitor and manage the interest rate risk of First Federal, the Board of Directors has adopted an interest rate risk policy which charges the Board with reviewing quarterly reports related to
interest rate risk and to set exposure limits for First Federal as a guide to senior management in setting and implementing day to day operating strategies.





Quantitative Aspects of Market Risk.As part of its efforts to monitor and manage interest rate risk, First Federal uses the net portfolio
value (NPV) methodology adopted by the OTS as part of its capital regulations. In essence, NPV is the difference between the present value of expected cash flows from assets and the present value of expected cash flows from liabilities. First
Federal uses a net portfolio value simulation model prepared in-house as the primary method of managing interest rate risk. The model utilizes the actual cash flows and repricing characteristics of its assets and liabilities and incorporates market-based
assumptions regarding the impact of changing interest rates on future volumes and prepayment rates. For purposes of valuing core deposit products, valuations derived by the OTS for First Federal each quarter are utilized.





Presented below, as of June 30, 2000, is an analysis of First Federals interest rate risk as measured by changes in NPV for instantaneous and sustained parallel shifts
of 100 basis point increments in market interest rates. The percentage changes fall within the policy limits set forth by the board of directors of First Federal.





|Interest Rates

In Basis Points

(Rate Shock) |   | Net Portfolio Value |           | NPV as % of Portfolio

Value of Assets
|--------------------------------------------- | - | ------------------- | --------- | --------------------------------------
|
|
|300                                           |   |                     | $  44,312 |                                       
|200                                           |   |                     | 64,875    |                                       
|100                                           |   |                     | 86,268    |                                       
|0                                             |   |                     | 107,810   |                                       
|(100                                          | ) |                     | 126,227   |                                       
|(200                                          | ) |                     | 128,490   |                                       
|(300                                          | ) |                     | 117,764   |                                       




As illustrated in the table, First Federals NPV is more sensitive to increases in interest rates than to decreases. This sensitivity arises because as interest rates
rise, borrowers become less likely to prepay fixed-rate loans than when rates are falling. Since a majority of First Federals assets have longer terms and its liabilities have shorter terms, an increase in market interest rates results in the cash
flow characteristics of First Federals liabilities changing more rapidly than the cash flow characteristics of its assets resulting in a decrease in NPV from the base.





In evaluating First Federals exposure to interest rate risk, certain shortcomings inherent in the method of analysis presented in the foregoing table must be
considered. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in varying degrees to changes in market interest rates. In addition, the interest rates on certain types of assets and
liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Furthermore, in the event of a change in interest rates, prepayments on loans and mortgage-backed
securities and early withdrawals of certificates of deposit would likely deviate significantly from those assumed in calculating the table. Therefore, the actual effect of changing interest rates may differ from that presented in the foregoing table.





The board of directors and management of First Federal believe that certain factors afford First Federal the ability to operate successfully despite its exposure to interest
rate risk. First Federal manages its interest rate risk by maintaining capital and liquidity well in excess of regulatory requirements. First Federal continually manages interest rate risk, and formally measures changes in interest rate risk quarterly
using its own interest rate risk model, as well as the OTS model outlined above. The board of directors sets interest rate risk limits to give management guidelines and limitations as to how much risk can be maintained. The guidelines are reviewed
periodically to ensure effectiveness. Management makes adjustments to both assets and liabilities continuously to mitigate interest rate risk exposure.





Liquidity and Capital Resources





Liquidity.    First Federal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, 2000 and 1999.





|                                                                              |  | Year Ended June 30,
|----------------------------------------------------------------------------- |  | -------------------
|
|
|Net income                                                                    |  | $  6,814           
|Adjustments to reconcile net income to net cash from

   operating activities |  | (336               
|                                                                              |  |                    
|Net cash from operating activities                                            |  | 6,478              
|Net cash used in investing activities                                         |  | (86,623            
|Net cash from financing activities                                            |  | 87,717             
|                                                                              |  |                    
|Net change in cash and cash equivalents                                       |  | 7,572              
|Cash and cash equivalents at beginning of period                              |  | 5,849              
|                                                                              |  |                    
|Cash and cash equivalents at end of period                                    |  | $13,421            
|                                                                              |  |                    




First Federals sources of funds include customer deposits, other borrowings including FHLB advances and repurchase agreements, loan and mortgage-backed securities
repayments and other funds provided by operations. First Federal also has the ability to borrow additional funds from the FHLB of Cincinnati. First Federal maintains investments in liquid assets based upon managements assessment of (i) First
Federals need for funds, (ii) expected deposit flows, (iii) the yields available on short-term liquid assets, and (iv) the objectives of First Federals asset/liability management program. The OTS requires savings associations to maintain
minimum levels of liquid assets. OTS regulations currently require First Federal to maintain an average daily balance of liquid assets equal to at least 4.0% of the sum of its average daily balance of net withdrawable deposit accounts and borrowings
payable in one year or less. At June 30, 2000 and 1999, First Federal had commitments to originate loans or fund outstanding lines of credit totaling $47.7 million and $38.3 million, respectively. First Federal considers its liquidity sufficient to meet
its outstanding short- and long-term needs. First Federal expects to be able to fund or refinance, on a timely basis, its material commitments and long-term liabilities.





Capital Resources.    Federally insured savings institutions, such as First Federal, are required to meet a 1.5% tangible capital requirement, a
4.0% leverage ratio (core capital to risk weighted assets) requirement, a 4.0% leverage ratio (core capital to adjusted total assets) requirement and an 8.0% risk-based capital requirement. At June 30, 2000, First Federal exceeded these requirements with
a tangible capital ratio of 8.8%, a core capital to risk weighted assets ratio of 14.5%, a core capital to adjusted total assets of 8.8% and a risk-based capital ratio of 15.3%.





Merger of Equals





On May 23, 2000, First Place signed a letter of intent to acquire FFY Financial, headquartered in Youngstown, Ohio, in a merger of equals. The transaction is structured as a
tax-free exchange of stock and is expected to be accounted for using the purchase method of accounting. The merger is expected to be consummated in the fourth quarter of 2000 and is subject to approvals by various regulatory authorities and by the
shareholders of First Place and FFY Financial Corp. First Place will incur various costs, such as: fee to its financial advisor; professional fees and other miscellaneous costs, at the close of the merger.





Impact of Inflation





Consolidated financial data included herein has been prepared in accordance with generally accepted accounting principles (GAAP). Presently, GAAP requires First Place to
measure financial position and operating results in terms of historical dollars, except for investment and mortgage-backed securities available for sale which are carried at fair value. Changes in the relative value of money due to inflation or recession
are generally not considered.





In managements opinion, changes in interest rates affect the financial condition of First Place to a far greater degree than changes in the inflation rate. While
interest rates are greatly influenced by changes in the inflation rate, they do not move concurrently. Rather, interest rate volatility is based on changes in the expected rate of inflation, as well as changes in monetary and fiscal policy. A financial
institutions ability to be relatively unaffected by changes in interest rates is a good indicator of its capability to perform in a volatile economic environment. In an effort to protect itself from the effects of interest rate volatility, First
Place reviews its interest rate risk position frequently, monitoring its exposure and taking necessary steps to minimize any detrimental effects on First Places profitability.





REPORT OF INDEPENDENT AUDITORS





Board of Directors


First Place Financial Corp.


Warren, OH





We have audited the accompanying consolidated statements of financial condition of First Place Financial Corp. as of June 30, 2000 and 1999, 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, 2000. These financial statements are the responsibility of the Companys management. Our responsibility is to express
an opinion on these financial statements based on our audits.





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





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Place Financial Corp. as of
June 30, 2000 and 1999, and the results of its operations and cash flows for each of the three years in the period ended June 30, 2000, in conformity with generally accepted accounting principles.





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




Cleveland, Ohio


July 14, 2000





CONSOLIDATED STATEMENTS OF FINANCIAL CONDITIONJune 30, 2000 and 1999








|                                                                                                        |  | 2000          |   | 1999
|------------------------------------------------------------------------------------------------------- |  | ------------- | - | ----
|
|ASSETS                                                                                                  |  |               |   |     
|Cash and cash equivalents                                                                               |  | $      13,421 |   |     
|Federal funds sold                                                                                      |  | 16,222        |   |     
|Securities available for sale                                                                           |  | 261,051       |   |     
|Loans held for sale                                                                                     |  | 13,071        |   |     
|Loans:                                                                                                  |  |               |   |     
|Total loans                                                                                             |  | 711,216       |   |     
|Less allowance for loan                                                                                 |  | (6,150        | ) |     
|                                                                                                        |  |               |   |     
|Net loans                                                                                               |  | 705,066       |   |     
|Premises and equipment, net                                                                             |  | 10,390        |   |     
|Accrued interest receivable                                                                             |  | 4,767         |   |     
|Intangibles                                                                                             |  | 13,148        |   |     
|Other assets                                                                                            |  | 14,441        |   |     
|                                                                                                        |  |               |   |     
|Total assets                                                                                            |  | $ 1,051,577   |   |     
|                                                                                                        |  |               |   |     
|
|LIABILITIES                                                                                             |  |               |   |     
|Deposits                                                                                                |  | $    586,748  |   |     
|Securities sold under agreement to repurchase                                                           |  | 75,000        |   |     
|Federal Home Loan Bank advances                                                                         |  | 227,762       |   |     
|Advances by borrowers for taxes and insurance                                                           |  | 3,163         |   |     
|Accrued interest payable                                                                                |  | 1,930         |   |     
|Other liabilities                                                                                       |  | 8,999         |   |     
|                                                                                                        |  |               |   |     
|Total liabilities                                                                                       |  | 903,602       |   |     
|                                                                                                        |  |               |   |     
|
|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,

        11,241,250 shares issued           |  | 112           |   |     
|Additional paid-in capital                                                                              |  | 109,657       |   |     
|Retained earnings, substantially restricted                                                             |  | 62,855        |   |     
|Unearned employee stock ownership plan shares                                                           |  | (8,012        | ) |     
|Unearned recognition and retention plan shares                                                          |  | (4,764        | ) |     
|Treasury stock, at cost, 552,800 shares                                                                 |  | (6,364        | ) |     
|Accumulated other comprehensive income (loss)                                                           |  | (5,509        | ) |     
|                                                                                                        |  |               |   |     
|Total
shareholders equity                                                                              |  | 147,975       |   |     
|                                                                                                        |  |               |   |     
|Total liabilities and shareholders equity                                                              |  | $1,051,577    |   |     
|                                                                                                        |  |               |   |     










See accompanying notes to consolidated financial statements.





CONSOLIDATED STATEMENTS OF INCOMEYears ended June 30, 2000, 1999 and 1999










|                                                             |  | 2000      |  | 1999      |   | 1998
|------------------------------------------------------------ |  | --------- |  | --------- | - | ----
|
|Interest income                                              |  |          
|Loans                                                        |  | $41,221   |  | $32,087   |   |     
|Securities                                                   |  | 3,271     |  | 2,126     |   |     
|Mortgage-backed and related securities                       |  | 14,014    |  | 13,913    |   |     
|                                                             |  |           |  |           |   |     
|Total interest income                                        |  | 58,506    |  | 48,126    |   |     
|                                                             |  |           |  |           |   |     
|
|Interest expense                                             |  |           |  |           |   |     
|Deposits                                                     |  | 20,661    |  | 18,886    |   |     
|FHLB advances                                                |  | 7,914     |  | 3,704     |   |     
|Repurchase agreements                                        |  | 4,082     |  | 3,092     |   |     
|                                                             |  |           |  |           |   |     
|Total interest expense                                       |  | 32,657    |  | 25,682    |   |     
|                                                             |  |           |  |           |   |     
|Net interest income                                          |  | 25,849    |  | 22,444    |   |     
|Provision for loan losses                                    |  | 2,294     |  | 1,062     |   |     
|                                                             |  |           |  |           |   |     
|Net interest income after provision for loan losses          |  | 23,555    |  | 21,382    |   |     
|                                                             |  |           |  |           |   |     
|Noninterest income                                           |  |           |  |           |   |     
|Service charges                                              |  | 1,534     |  | 1,343     |   |     
|Security gains (losses), net                                 |  | 25        |  | (48       | ) |     
|Gain on sale of loans                                        |  | 332       |  | 73        |  
|Other                                                        |  | 556       |  | 613       |   |     
|                                                             |  |           |  |           |   |     
|Total noninterest income                                     |  | 2,447     |  | 1,981     |   |     
|                                                             |  |           |  |           |   |     
|
|Noninterest expense                                          |  |           |  |           |   |     
|Salaries and benefits                                        |  | 8,584     |  | 6,571     |   |     
|Occupancy and equipment                                      |  | 2,163     |  | 1,828     |   |     
|Franchise taxes                                              |  | 857       |  | 961       |   |     
|Integration and restructuring costs                          |  | 689       |  |           |   |     
|FHLB advances termination charges                            |  |           |  | 495       |   |     
|Contribution to foundation                                   |  |           |  | 8,026     |   |     
|Other                                                        |  | 3,597     |  | 2,811     |   |     
|                                                             |  |           |  |           |   |     
|Total noninterest expense                                    |  | 15,890    |  | 20,692    |   |     
|                                                             |  |           |  |           |   |     
|Income before income tax                                     |  | 10,112    |  | 2,671     |   |     
|Provision for income taxes                                   |  | 3,298     |  | 616       |   |     
|                                                             |  |           |  |           |   |     
|Net income                                                   |  | $ 6,814   |  | $ 2,055   |   |     
|                                                             |  |           |  |           |   |     
|Basic and diluted earnings (loss) per share since conversion |  | $     .75 |  | $    (.02 | ) |     
|                                                             |  |           |  |           |   |     










See accompanying notes to consolidated financial statements.





CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY


Years ended June 30, 2000, 1999 and 1998








|                                                                              |  | (Dollars in thousands, except per share data)
|----------------------------------------------------------------------------- |  | ---------------------------------------------
|
|
|Balance at July 1, 1997                                                       |  |                                              
|Comprehensive income:                                                        
|Net income                                                                    |  |                                              
|Change in unrealized gain (loss) on securities available for sale, net of tax |  |                                              
|                                                                              |  |                                              
|Total comprehensive income                                                    |  |                                              
|                                                                              |  |                                              
|Balance at June 30, 1998                                                      |  |                                              
|Comprehensive income:                                                         |  |                                              
|Net income                                                                    |  |                                              
|Cumulative effect of securities transferred, net of tax                       |  |                                              
|Change in unrealized gain (loss) on securities available for sale, net of tax |  |                                              
|                                                                              |  |                                              
|Total comprehensive income                                                    |  |                                              
|Issuance of common shares                                                     |  | $112                                         
|Cash dividends declared ($.075 per share)                                     |  |                                              
|Employee stock ownership plan shares purchased (899,300 shares)               |  |                                              
|Commitment to release employee stock ownership plan shares (30,000 shares)    |  |                                              
|                                                                              |  |                                              
|Balance at June 30, 1999                                                      |  | 112                                          
|Comprehensive income:                                                         |  |                                              
|Net income                                                                    |  |                                              
|Change in unrealized gain (loss) on securities available for sale, net of tax |  |                                              
|                                                                              |  |                                              
|Total comprehensive income                                                    |  |                                              
|Cash dividends declared ($.325 per share)                                     |  |                                              
|Commitment to release employee stock ownership plan shares (68,079 shares)    |  |                                              
|Recognition and retention plan shares purchased (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                |  |                                              
|                                                                              |  |                                              
|Balance at June 30, 2000                                                      |  | $112                                         
|                                                                              |  |                                              

---




See accompanying notes to consolidated financial statements.





CONSOLIDATED STATEMENTS OF CASH FLOWS


Years ended June 30, 2000, 1999 and 1998








(Dollars in thousands)





|                                                                                                   |  | 2000         |   | 1999 |              | 1998
|-------------------------------------------------------------------------------------------------- |  | ------------ | - | ---- | ------------ | ----
|Cash flows from operating activities                                                               |  |              |  
|Net income                                                                                         |  | $      6,814 |   |      | $      2,055 |     
|Adjustments to reconcile net income to net cash from operating

            activities             |  |              |   |      |              |     
|Depreciation                                                                                       |  | 1,033        |   |      | 865          |     
|Provision for
loan losses                                                                          |  | 2,294        |   |      | 1,062        |     
|Net amortization                                                                                   |  | 146          |   |      | 649          |     
|Investment
security (gains) losses                                                                 |  | (25          | ) |      | 48           |     
|Loss on
disposal of fixed assets                                                                   |  | 218          |   |      | 27           |     
|FHLB stock
dividend                                                                                |  | (547         | ) |      | (368         | )   
|Contribution of
common stock to foundation                                                         |  |              |   |      | 8,026        |     
|ESOP expense                                                                                       |  | 753          |   |      | 330          |     
|RRP Expense                                                                                        |  | 1,191        |  
|Change in                                                                                          |  |              |   |      |              |     
|Loans held for sale                                                                                |  | (57          | ) |      | (945         | )   
|Interest receivable and other assets                                                               |  | (4,011       | ) |      | (3,253       | )   
|Interest payable and other liabilities                                                             |  | (225         | ) |      | 2,522        |     
|Deferred loan fees                                                                                 |  | (380         | ) |      | 548          |     
|Deferred taxes                                                                                     |  | (726         | ) |      | (2,512       | )   
|                                                                                                   |  |              |   |      |              |     
|Net cash from operating activities                                                                 |  | 6,478        |   |      | 9,054        |     
|                                                                                                   |  |              |   |      |              |     
|                                                                                                  
|
|Cash flows from investing activities                                                               |  |              |  
|Securities available for sale                                                                      |  |              |   |      |              |     
|Proceeds from
sales                                                                                |  | 54,438       |   |      | 34,421       |     
|Proceeds from
maturities, calls and principal paydowns                                             |  | 31,390       |   |      | 67,302       |     
|Purchases                                                                                          |  | (63,168      | ) |      | (118,203     | )   
|Securities held to maturity Proceeds from maturities, calls and

               principal paydowns |  |              |   |      | 1,226        |     
|Net cash received in acquisition                                                                   |  | 1,764        |  
|Net decrease (increase) in fed funds sold                                                          |  | 6,647        |   |      | (21,304      | )   
|Purchases of Federal Home Loan Bank Stock                                                          |  | (1,497       | ) |      | (1,165       | )   
|
|Redemption of Federal Home Loan Bank Stock                                                         |  |              |   |      |              |     
|Net increase in loans                                                                              |  | (114,761     | ) |      | (102,389     | )   
|Premises and equipment expenditures, net                                                           |  | (1,436       | ) |      | (1,174       | )   
|                                                                                                   |  |              |   |      |              |     
|Net cash from
investing activities                                                                 |  | (86,623      | ) |      | (141,286     | )   
|                                                                                                   |  |              |   |      |              |     







(Continued)





CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)


Years ended June 30, 2000, 1999 and 1998


|                                                                                        |  | 2000      |   | 1999 |            | 1998
|--------------------------------------------------------------------------------------- |  | --------- | - | ---- | ---------- | ----
|Cash flows from financing activities                                                    |  |           |  
|Net change in deposits                                                                  |  | $  39,201 |   |      | $  (6,237  | )   
|Net change in advances by borrowers for taxes and insurance                             |  | 815       |   |      | 365        |     
|Net change in repurchase agreements                                                     |  | 20,570    |   |      | (6,000     | )   
|Net proceeds from issuance of common stock                                              |  | 93,293    |  
|Cash dividends paid                                                                     |  | (2,791    | )
|Purchase of treasury stock                                                              |  | (30,900   | )
|Contribution to recognition and retention plan                                          |  | (5,955    | )
|Net change in overnight borrowings                                                      |  | 87,987    |   |      | 51,525     |     
|Proceeds from FHLB borrowings                                                           |  | 43,000    |   |      | 14,000     |     
|Repayment of FHLB borrowings                                                            |  | (64,210   | ) |      | (15,534    | )   
|                                                                                        |  |           |   |      |            |     
|Net cash from
financing activities                                                      |  | 87,717    |   |      | 131,412    |     
|                                                                                        |  |           |   |      |            |     
|Net change in cash and cash equivalents                                                 |  | 7,572     |   |      | (820       | )   
|Cash and cash equivalents at beginning of year                                          |  | 5,849     |   |      | 6,669      |     
|                                                                                        |  |           |   |      |            |     
|Cash and cash equivalents at end of year                                                |  | $  13,421 |   |      | $    5,849 |     
|                                                                                        |  |           |   |      |            |     
|Supplemental disclosures of cash flow information                                       |  |           |   |      |            |     
|Cash paid during the year for                                                           |  |           |   |      |            |     
|Interest                                                                                |  | $  31,858 |   |      | $  25,641  |     
|Income taxes                                                                            |  | 4,305     |   |      | 3,408      |     
|Non-cash transfer of securities from held to maturity to

           available for sale |  |           |   |      | 27,039     |     
|Acquisition of Ravenna Savings through reissuance of treasury stock                     |  | 23,891    |  




See accompanying notes to consolidated financial statements





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


June 30, 2000, 1999 and 1998





NOTE  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Dollar amounts are in thousands, except per share data.





Nature of Operations and Principles of Consolidation:    The consolidated financial statements include First Place Financial Corp. and its
wholly-owned subsidiary, First Federal Savings and Loan Association of Warren (the Association), together referred to as the Company. Intercompany transactions and balances have been eliminated in consolidation.





The Company provides financial services through its main office in Warren, Ohio, sixteen branch locations and six loan production offices. Its primary deposit products are
checking, savings, and term certificate accounts and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including real estate, consumer assets and
business assets. Commercial loans are expected to be repaid from cash flow from operations of businesses. Real estate loans are secured by both residential and commercial real estate. The majority of the Companys income is derived from one- to
four-family residential real estate loans and mortgage-backed securities.





Business Segments:    While the Companys chief decision-makers monitor the revenue streams of the various Company products and services,
operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the Companys banking 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, the amortization and value of mortgage servicing rights, the actuarial present value of pension benefit obligations and the net periodic pension expense and prepaid pension costs recognized in the consolidated
financial statements.





Cash and Cash Equivalents:    Cash and cash equivalents includes cash and deposits with other financial institutions under 90 days. Net cash flows
are reported for loan and deposit transactions.





NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Securities:    Securities are classified into held-to-maturity and available-for-sale categories. Held-to-maturity securities are those that the
Company has the positive intent and ability to hold to maturity, and are reported at amortized cost. 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.





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.





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





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





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





NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





A loan is impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are
carried at the present value of expected cash flows discounted at the loans effective interest rate or at the fair value of the collateral if the loan is collateral dependent.





Smaller-balance homogeneous loans are evaluated for impairment in total. Such loans include residential first mortgage loans secured by one- to four-family residences,
residential construction loans and automobile, home equity and second mortgages. Commercial loans and mortgage loans secured by other properties are evaluated individually for impairment.





When analysis of borrower operating results and financial condition indicates that underlying cash flows of the borrowers business are not adequate to meet its debt
service requirements, the loan is evaluated for impairment. Often this is associated with a delay or shortfall in payments of 30 days or more. Loans are generally moved to nonaccrual status when 90 days or more past due or when collection of principal or
interest is in doubt. These loans are often also considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectible.





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 an accelerated basis, except for buildings for which the straight-line basis is used. Maintenance and repairs are expensed and major improvements are capitalized.





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.





Servicing Rights:    Servicing rights are recognized as assets for purchased rights and for the allocated value of retained servicing rights on
loans sold. Servicing rights are expensed in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the rights, using groupings of the underlying loans as to interest rates and then,
secondarily, as to 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.





NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Intangibles:    Purchased intangibles, primarily goodwill, are recorded at cost and amortized over their estimated lives. Goodwill amortization is
straight-line over 20 years. 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 unearned 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.





Derivatives designated as hedges include interest rate swaps, which are entered into primarily for asset-liability management. Gains and losses on interest rate swaps are
recognized as cash payments occur. The notional amount is used to calculate amounts to be paid but typically does not represent loss exposure.





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.





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 earning (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. Earnings per share information for the year ended June 30, 1998 is not meaningful since the mutual to stock conversion was not
consummated until December 31, 1998.





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 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.





Financial Statement Presentation:    Certain previously reported consolidated financial statement amounts have been reclassified to conform to the
2000 presentation.





NOTE 2ACQUISTION





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 (in thousands, except per share data):





|                                                    |  | 2000      |  | 1999     
|--------------------------------------------------- |  | --------- |  | ---------
|Net interest income after provision for loan losses |  | $27,611   |  | $24,405  
|Net income                                          |  | 6,085     |  | 2,455    
|Basic and diluted earnings per share                |  | $    0.55 |  | $    0.24




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.





NOTE 3  SECURITIES AVAILABLE FOR SALE





The amortized cost, gross unrealized gains and losses and estimated fair values of securities available for sale at June 30, 2000 and 1999 are as follows:





|                                                                         |  | 2000     
|------------------------------------------------------------------------ |  | ---------
|
|Debt securities                                                          |  |          
|U.S. Government agencies                                                 |  | $  26,996
|Obligations of states and political subdivisions                         |  | 6,368    
|                                                                         |  |          
|                                                                         |  | 33,364   
|                                                                         |  |          
|Equity securities                                                        |  |          
|Federal Home Loan Bank stock                                             |  | 11,413   
|FNMA and FHLMC preferred stock                                           |  | 17,732   
|                                                                         |  |          
|                                                                         |  | 29,145   
|                                                                         |  |          
|Mortgage-backed securities and collateralized

     mortgage obligations |  |          
|FHLMC                                                                    |  | 86,419   
|FNMA                                                                     |  | 62,104   
|GNMA                                                                     |  | 57,901   
|Other                                                                    |  | 483      
|                                                                         |  |          
|                                                                         |  | 206,907  
|                                                                         |  |          
|                                                                         |  | $269,416 
|                                                                         |  |          




NOTE 3  SECURITIES AVAILABLE FOR SALE (Continued)





|                                                                         |  | 1999     
|------------------------------------------------------------------------ |  | ---------
|
|Debt securities                                                          |  |          
|U.S. Government agencies                                                 |  | $  22,127
|Obligations of states and political subdivisions                         |  | 6,737    
|                                                                         |  |          
|                                                                         |  | 28,864   
|                                                                         |  |          
|Equity Securities                                                        |  |          
|
|Federal Home Loan
Bank stock                                             |  | 5,947    
|
|
|Mortgage-backed securities and collateralized

     mortgage obligations |  |          
|FHLMC                                                                    |  | 95,644   
|FNMA                                                                     |  | 75,008   
|GNMA                                                                     |  | 47,033   
|Other                                                                    |  | 658      
|                                                                         |  |          
|                                                                         |  | 218,343  
|                                                                         |  |          
|                                                                         |  | $253,154 
|                                                                         |  |          




NOTE 3  SECURITIES AVAILABLE FOR SALE (Continued)





The amortized cost and estimated fair value of debt securities at June 30, 2000, by contractual maturity, are shown below. Expected maturities may differ from contractual
maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.





|                                                                   |  | Amortized

Cost |  | Estimated

Fair Value
|------------------------------------------------------------------ |  | --------------- |  | ---------------------
|Available for sale                                                 |  |                
|Due in one year or less                                            |  | $  12,182       |  | $  12,096            
|Due after one year through five years                              |  | 5,756           |  | 5,682                
|Due after five years through ten years                             |  | 15,426          |  | 15,214               
|                                                                   |  |                 |  |                      
|                                                                   |  | $  33,364       |  | $  32,992            
|                                                                   |  |                 |  |                      
|Mortgage-backed securities and collateralized mortgage obligations |  | $206,907        |  | $198,939             
|                                                                   |  |                 |  |                      
|                                                                   |  | $240,271        |  | $231,931             
|                                                                   |  |                 |  |                      




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





Investment and mortgage-backed securities with a carrying value of $125,600 and $93,372 as of June 30, 2000 and 1999 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 Derivatives Instruments and Hedging Activities. SFAS No. 133 allows 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:





|                                   |  | 2000     |  | 1999    
|---------------------------------- |  | -------- |  | --------
|Real estate mortgage loans         |  |          |  |         
|One - to four - family             |  | $527,543 |  | $357,374
|Multifamily                        |  | 17,068   |  | 4,804   
|Commercial                         |  | 27,787   |  | 10,192  
|Construction                       |  | 45,770   |  | 13,993  
|Home equity                        |  | 17,768   |  | 8,944   
|                                   |  |          |  |         
|                                   |  | 635,936  |  | 395,307 
|Consumer and other loans           |  |          |  |         
|Automobile                         |  | 62,694   |  | 53,243  
|Home equity lines of credit        |  | 25,584   |  | 17,226  
|Other                              |  | 2,679    |  | 1,991   
|                                   |  |          |  |         
|                                   |  | 90,957   |  | 72,460  
|Commercial loans                   |  | 9,092    |  | 1,925   
|Less:                             
|Loans in process                   |  | 23,250   |  | 10,411  
|Net deferred loan origination fees |  | 1,519    |  | 1,867   
|Allowance for loan losses          |  | 6,150    |  | 3,623   
|                                   |  |          |  |         
|                                   |  | 30,919   |  | 15,901  
|                                   |  |          |  |         
|                                   |  | $705,066 |  | $453,791
|                                   |  |          |  |         




NOTE 4  LOANS (Continued)





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





|                               |  | 2000   |   | 1999 |        | 1998
|------------------------------ |  | ------ | - | ---- | ------ | ----
|Balance at beginning of period |  | $3,623 |   |      | $3,027 |     
|Provision for loan losses      |  | 2,294  |   |      | 1,062  |     
|Acquisition                    |  | 822    |  
|Charge-offs                    |  | (720   | ) |      | (542   | )   
|Recoveries                     |  | 131    |   |      | 76     |     
|                               |  |        |   |      |        |     
|Balance at end of period       |  | $6,150 |   |      | $3,623 |     
|                               |  |        |   |      |        |     




Impaired loans were as follows:





|                                                           |  | 2000      
|---------------------------------------------------------- |  | ----------
|Year-end loans with no allocated allowance for loan losses |  | $        
|Year-end loans with allocated allowance for loan losses    |  | 881,000   
|                                                           |  |           
|Total                                                      |  | $881,000  
|                                                           |  |           
|Amount of the allowance for loan losses allocated          |  | $500,000  
|Average of impaired loans during the year                  |  | $110,000  
|Interest income recognized during impairment               |  | $        
|Cash-basis interest income recognized                      |  | $        




There were no loans classified as impaired at or during the year ended June 30, 1999. Nonaccrual loans totaled $6,566 and $1,574 at June 30, 2000 and 1999. Interest not
recognized on nonaccrual loans totaled approximately $531, $90 and $94 for the years then ended June 30, 2000, 1999 and 1998.





NOTE 5  SECONDARY MORTGAGE MARKET ACTIVITIES





Loans serviced for others, which are not reported as assets, total $208,381 at June 30, 2000.





Activity for capitalized mortgage servicing rights was as follows:





|                              |  | 2000   
|----------------------------- |  | -------
|Servicing rights:             |  |        
|Beginning of year             |  | $     
|Acquired from Ravenna Savings |  | 2,508  
|Amortized to expense          |  | (20    
|                              |  |        
|End of year                   |  | $2,488 
|                              |  |        




The Company had no servicing rights during 1999. In addition, the Company did not have a valuation allowance associated with loan servicing rights at any time during 2000.





NOTE 6  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, 2000:





|Balance at beginning of period |  | $   845 |  
|------------------------------ |  | ------- | -
|New loans                      |  | 218     |  
|Repayments                     |  | (34     | )
|                               |  |         |  
|Balance at end of period       |  | $1,029  |  
|                               |  |         |  




NOTE 7  PREMISES AND EQUIPMENT





Premises and equipment consists of the following:





|                           |  | 2000     |   | 1999
|-------------------------- |  | -------- | - | ----
|Land and improvements      |  | $  2,406 |   |     
|Buildings and improvements |  | 6,964    |   |     
|Leasehold improvements     |  | 764      |   |     
|Furniture and equipment    |  | 7,066    |   |     
|Construction in process    |  | 300      |   |     
|                           |  |          |   |     
|Total cost                 |  | 17,500   |   |     
|Accumulated depreciation   |  | (7,110   | ) |     
|                           |  |          |   |     
|                           |  | $10,390  |   |     
|                           |  |          |   |     




At June 30, 2000, the Company is obligated for rental commitments under non-cancelable operating leases on real estate and equipment as follows:





|2001       |  | $239
|---------- |  | ----
|2002       |  | 204 
|2003       |  | 125 
|2004       |  | 79  
|2005       |  | 39  
|Thereafter |  | 31  
|           |  |     
|           |  | $717
|           |  |     




NOTE 8  ACCRUED INTEREST RECEIVABLE





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





|                                       |  | 2000     |  | 1999   
|-------------------------------------- |  | -------- |  | -------
|Investment securities                  |  | $    741 |  | $   381
|Mortgage-backed and related securities |  | 1,039    |  | 1,062  
|Loans receivable                       |  | 2,987    |  | 914    
|                                       |  |          |  |        
|                                       |  | $4,767   |  | $2,357 
|                                       |  |          |  |        




NOTE 9  DEPOSITS





Deposits consist of the following:





|                           |  | 2000      |  | 1999      
|-------------------------- |  | --------- |  | ----------
|Noninterest-bearing demand |  | $  11,088 |  | $    5,740
|Savings                    |  | 76,230    |  | 66,629    
|NOW                        |  | 44,757    |  | 36,082    
|Money Market               |  | 108,299   |  | 76,694    
|Certificates of deposit    |  | 346,374   |  | 244,080   
|                           |  |           |  |           
|                           |  | $586,748  |  | $429,225  
|                           |  |           |  |           




The aggregate amount of certificates of deposit with a minimum denomination of $100,000 is $75,980 and $50,854 at June 30, 2000 and 1999.





At June 30, 2000, scheduled maturities of certificates of deposit are as follows:





|2001       |  | $216,587
|---------- |  | --------
|2002       |  | 67,635  
|2003       |  | 35,575  
|2004       |  | 8,076   
|2005       |  | 10,860  
|Thereafter |  | 7,641   
|           |  |         
|           |  | $346,374
|           |  |         




Interest expense on deposits is summarized as follows:





|                        |  | 2000     |  | 1999     |  | 1998     
|----------------------- |  | -------- |  | -------- |  | ---------
|Savings                 |  | $  1,392 |  | $  1,465 |  | $   1,661
|NOW                     |  | 518      |  | 471      |  | 557      
|Money Market            |  | 4,045    |  | 3,234    |  | 2,744    
|Certificates of deposit |  | 14,706   |  | 13,716   |  | 14,898   
|                        |  |          |  |          |  |          
|                        |  | $20,661  |  | $18,886  |  | $19,860  
|                        |  |          |  |          |  |          




NOTE 10  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 $83,997 at June 30, 2000 and
$58,110 at June 30, 1999.





Securities sold under agreements to repurchase are financing arrangements that mature within three 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:





|                                          |  | 2000    |   | 1999
|----------------------------------------- |  | ------- | - | ----
|Average daily balance during the year     |  | $70,632 |   |     
|Average interest rate during the year     |  | 5.78    | % |     
|Maximum month-end balance during the year |  | $75,000 |   |     




NOTE 11FEDERAL HOME LOAN BANK ADVANCES





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





|     |  | 2000 |   | 1999
|---- |  | ---- | - | ----
|
|2000 |  |      |   |     
|2001 |  | 6.45 | % |     
|2002 |  | 6.17 |   |     
|2003 |  | 6.05 |   |     
|2004 |  |      |   |     
|2006 |  | 6.42 |   |     
|2008 |  | 6.20 |   |     
|2009 |  | 5.07 |   |     
|2010 |  | 6.18 |   |     
|2014 |  | 5.00 |   |     
|     |  |      |   |     
|     |  |      |   |     
|     |  |      |   |     




At June 30, 2000, scheduled principal payments on FHLB advances are as follows:





|Year ended June 30,
|-------------------
|2001               
|2002               
|2003               
|2004               
|2005               
|Thereafter         
|                   
|                   
|                   




NOTE 11  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, 2000 and 1999, securities and
loans totaling $342,400 and $142,200 were pledged under the blanket collateral agreement. Based on the Company investment in FHLB stock, the maximum dollar amount of FHLB advance borrowings available at June 30, 2000 was $228,268.





NOTE 12  INCOME TAXES





The provision for income taxes consists of the following:





|                             |  | 2000   |   | 1999 |           | 1998
|---------------------------- |  | ------ | - | ---- | --------- | ----
|Current provision            |  | $4,024 |   |      | $  3,128  |     
|Deferred provision (benefit) |  | (726   | ) |      | (2,512    | )   
|                             |  |        |   |      |           |     
|                             |  | $3,298 |   |      | $     616 |     
|                             |  |        |   |      |           |     




The differences between the financial statement provision and amounts computed by applying the statutory federal income tax rate of 35% to income before taxes are as follows:





|                                                  |  | 2000   |   | 1999 |      | 1998
|------------------------------------------------- |  | ------ | - | ---- | ---- | ----
|Income tax computed at the statutory federal rate |  | $3,539 |   |      | $908 |     
|Add (subtract) tax effect of miscellaneous items  |  | (241   | ) |      | (292 | )   
|                                                  |  |        |   |      |      |     
|                                                  |  | $3,298 |   |      | $616 |     
|                                                  |  |        |   |      |      |     




The tax effects of principal temporary differences and the resulting deferred tax assets and liabilities that comprise the net deferred tax balance are as follows at June 30:





|                                                 |  | 2000   |  | 1999  
|------------------------------------------------ |  | ------ |  | ------
|Items giving rise to deferred tax assets:       
|Deferred loan fees and costs                     |  | $  590 |  | $  693
|Charitable contribution carryforward             |  | 1,971  |  | 2,358 
|Bad debts                                        |  | 1,416  |  | 352   
|Nonaccrual loan interest                         |  | 186    |  | 31    
|Accrued stock awards                             |  | 417    |  |      
|Deferred compensation                            |  | 89     |  | 69    
|Unrealized loss on securities available for sale |  | 2,928  |  | 1,358 
|Other                                            |  | 44     |  | 32    
|                                                 |  |        |  |       
|                                                 |  | 7,641  |  | 4,893 




NOTE 12  INCOME TAXES (Continued)





|                                               |  | 2000     |   | 1999
|---------------------------------------------- |  | -------- | - | ----
|Items giving rise to deferred tax liabilities: |  |         
|FHLB stock dividend                            |  | (1,297   | ) |     
|Franchise taxes                                |  | (277     | ) |     
|Depreciation                                   |  | (756     | ) |     
|Purchase accounting adjustment                 |  | (1,047   | ) |     
|Loan servicing                                 |  | (580     | ) |     
|Other                                          |  |         |   |     
|                                               |  |          |   |     
|                                               |  | (3,957   | ) |     
|                                               |  |          |   |     
|Net deferred asset                             |  | $  3,684 |   |     
|                                               |  |          |   |     




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





Retained earnings at June 30, 2000, include approximately $11,590 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, 2000 was approximately $4,056.





Tax expense (benefit) attributable to securities gains (losses) approximated $9, ($16) and $46 for the years ended June 30, 2000, 1999 and 1998.





NOTE 13  EMPLOYEE BENEFIT PLANS





The Company sponsors a defined benefit pension plan that covers substantially all employees. The plan calls for benefits to be paid to eligible employees at retirement based
primarily upon years of service with the Company and compensation rates near retirement. Contributions to the plan reflect benefits attributed to employees services to date, as well as services expected to be earned in the future. Plan assets
consist primarily of certificates of deposits with the Company and insurance contracts.





NOTE 13  EMPLOYEE BENEFIT PLANS (Continued)





Information about the pension plan was as follows.





|                                      |  | 2000      |   | 1999
|------------------------------------- |  | --------- | - | ----
|Change in benefit obligation:         |  |           |  
|Beginning benefit obligation          |  | $  5,013  |   |     
|Service cost                          |  | 97        |   |     
|Interest cost                         |  | 176       |   |     
|Actuarial gain                        |  | (252      | ) |     
|Benefits paid                         |  | (97       | ) |     
|Plan curtailment                      |  | (2,365    | ) |     
|                                      |  |           |   |     
|Ending benefit obligation             |  | 2,572     |   |     
|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     |   |     
|                                      |  |           |   |     
|Funded status                         |  | (776      | ) |     
|Unrecognized net actuarial loss       |  | 0         |   |     
|Unrecognized prior service cost       |  | 0         |   |     
|                                      |  |           |   |     
|Accrued benefit cost                  |  | $    (776 | ) |     
|                                      |  |           |   |     




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





|                                                 |  | 2000   |   | 1999 |      | 1998
|------------------------------------------------ |  | ------ | - | ---- | ---- | ----
|Service cost                                     |  | $   97 |   |      | $300 |     
|Interest cost                                    |  | 176    |   |      | 232  |     
|Expected return on plan assets                   |  | (127   | ) |      | (79  | )   
|Amortization of prior service cost               |  |        |   |      | 9    |     
|Recognized net actuarial (gain) loss             |  | 27     |   |      | 37   |     
|                                                 |  |        |   |      |      |     
|Net                                              |  | $ 173  |   |      | $499 |     
|                                                 |  |        |   |      |      |     
|Discount rate on benefit obligation              |  | 5.37   | % |      | 5.95 | %   
|Long-term expected rate of return on plan assets |  | 7.00   |   |      | 7.00 |     
|Rate of compensation increase                    |  | n/a    |   |      | 5.00 |     




NOTE 13  EMPLOYEE BENEFIT PLANS (Continued)





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 will occur upon receipt of a determination letter from the Commissioner approving the plan termination. Participants may choose a lump sum
payment, the purchase of a nontransferable deferred annuity contract or a transfer to the 401 (k) plan.





NOTE 14  EMPLOYEE STOCK OWNERSHIP 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. Contributions under the ESOP are conditioned upon the ESOP being qualified under Sections 401 and 501 of the Internal Revenue code of 1986, as amended (the Code).





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 begin 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 will be 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. ESOP compensation expense was $753 and $330 for 2000 and 1999.





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





|                                 |  | 2000       |  | 1999     
|-------------------------------- |  | ---------- |  | ---------
|Shares allocated to participants |  | 68,079     |  | 30,000   
|Unearned shares                  |  | 801,221    |  | 869,300  
|                                 |  |            |  |          
|Total ESOP shares                |  | 899,300    |  | 899,300  
|                                 |  |            |  |          
|Fair value of unearned shares    |  | $    8,613 |  | $  10,704
|                                 |  |            |  |          




NOTE 15  STOCK OPTION PLAN





On July 2, 1999 the Board of Directors granted options to purchase 1,007,600 common shares at an exercise price of $12.31 to certain officers and directors of the Bank and
Company; of these options granted, 587,000 were incentive stock options and 420,600 were nonqualified options. The maximum number of Common Shares that may be issued under the plan is 1,124,125. 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. No options were
exercisable during 2000. In addition 116,525 shares of authorized but unissued common stock are reserved for which no options have been granted.





|                                                            |  | 2000 
|----------------------------------------------------------- |  | -----
|Weighted-average fair value of options granted during year: |  |      
|Qualified                                                   |  | $3.38
|Non-qualified                                               |  | 2.24 




Had compensation cost for stock options been measured using FASB Statement 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.





|Net income as reported                           |  | $6,814  
|------------------------------------------------ |  | --------
|Pro forma net income                             |  | 6,229   
|                                                
|
|Basic and diluted earnings per share as reported |  | $    .75
|Pro forma basic and diluted earnings per share   |  | .69     




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





|                                |  | Qualified |   | Non-Qualified
|------------------------------- |  | --------- | - | -------------
|Risk-free interest rate         |  | 5.82      | % |              
|Expected option life            |  | 9 years   |   |              
|Expected stock price volatility |  | 17.41     | % |              
|Dividend yield                  |  | 2.40      | % |              




NOTE 16  RETENTION RECOGNITION PLAN





The Company maintains a retention recognition plan for the benefits of directors and certain key employees of the Company. The retention recognition 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, 2000 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 will be 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. There were no shares at June 30, 2000 reserved for future awards. Compensation expense is based on the cost of the shares, which approximates fair value at the date of grant, and was
$1,191 for 2000.





NOTE 17  COMMITMENTS AND FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK





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





As of June 30, 2000, variable rate commitments to make loans or fund outstanding lines of credit amounted to $41.4 million and fixed-rate commitments amounted to $6.3
million. The interest rates on variable-rate commitments ranged from 6.99% to 19.75% and interest rates on fixed-rate commitments ranged from 7.88% to 9.88% at June 30, 2000. As of June 30, 1999, commitments to extend credit totaled approximately $38.3
million. Since loan commitments may expire without being used, the amounts do not necessarily represent future cash commitments.





NOTE 18  HEDGING ACTIVITIES





The Company is involved in certain hedging strategies which are intended to improve the predictability of future transactions. These activities include protecting the cash
flow of certain of its short-term variable rate borrowings against interest rate movements and entering into long-term fixed rate borrowings to fix the dollar amounts to be paid.





With respect to hedging activities to protect the predictability of future cash flows as it pertains to its borrowings, the Company has entered into an agreement to assume
fixed interest payments in exchange for variable interest payments. The Company has demonstrated this to be a cash flow hedge of its borrowings and includes the change in the fair value in other comprehensive income until such time as the impact of the
hedged item is included in earnings.





The Company entered into an agreement during 2000 to assume fixed interest payments in exchange for variable interest payments (interest rate swaps). The notional amount of
the interest rate swap does 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. The interest rate swap was designated as a cash flow hedge.
The following table summarizes the terms of the swap at June 30, 2000.





|Notional amount                          |  | $10,000          |  
|---------------------------------------- |  | ---------------- | -
|Final expiration                         |  | January 11, 2005 |  
|Fixed rate                               |  | 6.64             | %
|Variable rate in effect at June 30, 2000 |  | 6.65             | %
|Market value at June 30, 2000            |  | $       19       |  




Variable interest payments received are based on the one month LIBOR rates which is adjusted on a monthly basis. The expense from this agreement recorded in 2000 was
approximately $107.





NOTE 19  REGULATORY CAPITAL





The Association 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.





NOTE 19  REGULATORY CAPITAL (Continued)





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

to average assets
|---------------------- |  | --------------------------------- | - | ---------------------------------
|
|Well capitalized       |  | 10                                | % |                                  
|Adequately capitalized |  | 8                                 | % |                                  
|Undercapitalized       |  | 6                                 | % |                                  




At year end, actual capital levels of the Association (in thousands) and minimum required levels were:





|                                            |  | Actual    |  | Minimum Required

For Capital

Adequacy Purposes |   | Minimum Required

To Be Well

Capitalized Under

Prompt Corrective

Action Regulations
|------------------------------------------- |  | --------- |  | ------------------------------------------------ | - | --------------------------------------------------------------------------------------
|
|2000                                       
|Total capital (to risk weighted assets)     |  | $  92,539 |  | 15.3                                             | % |                                                                                       
|Tier 1 capital (to risk weighted assets)    |  | $  87,649 |  | 14.5                                             | % |                                                                                       
|Tier 1 capital (to adjusted total assets)   |  | $  87,649 |  | 8.8                                              | % |                                                                                       
|Tangible capital (to adjusted total assets) |  | $  87,649 |  | 8.8                                              | % |                                                                                       
|                                           
|
|1999                                       
|Total capital (to risk weighted assets)     |  | $101,358  |  | 30.1                                             | % |                                                                                       
|Tier 1 capital (to risk weighted assets)    |  | $  98,106 |  | 29.2                                             | % |                                                                                       
|Tier 1 capital (to adjusted total assets)   |  | $  98,106 |  | 14.1                                             | % |                                                                                       
|Tangible capital (to adjusted total assets) |  | $  98,106 |  | 14.1                                             | % |                                                                                       




NOTE 20  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, 2000 and 1999:





|                                              |  | 2000        |   | 1999
|--------------------------------------------- |  | ----------- | - | ----
|
|Assets                                        |  |             |  
|Cash and cash equivalents                     |  | $    13,421 |   |     
|Federal funds sold                            |  | 16,222      |   |     
|Securities available for sale                 |  | 261,051     |   |     
|Loans held for sale                           |  | 13,071      |   |     
|Loans receivable, net                         |  | 705,066     |   |     
|Accrued interest receivable                   |  | 4,767       |   |     
|                                             
|
|Liabilities                                   |  |             |  
|Demand and savings deposits                   |  | $(240,374   | ) |     
|Time deposits                                 |  | (346,374    | ) |     
|Repurchase agreements                         |  | (75,000     | ) |     
|FHLB advances                                 |  | (227,762    | ) |     
|Advances by borrowers for taxes and insurance |  | (3,163      | ) |     
|Accrued interest payable                      |  | (1,930      | ) |     




For purposes of the above disclosures of estimated fair value, the following assumptions were used. The estimated fair value for cash and cash equivalents and federal funds
sold is considered to approximate cost. The estimated fair value of investment and mortgage-backed securities is based on quoted market values for the individual securities or for equivalent securities. Carrying value is considered to approximate fair
value for loans that contractually reprice at intervals of six months or less, for short-term borrowings, for deposit liabilities subject to immediate withdrawal and accrued interest. The fair values of fixed rate loans, loans that reprice less frequently
than each six months, time deposits and Federal Home Loan Bank borrowings have been approximated by a discount rate value technique utilizing estimated market interest rates as of June 30, 2000 and 1999. The fair values of unrecorded commitments and the
interest rate swap at June 30, 2000 and 1999 are not material.





NOTE 20  FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)





While these estimates of fair value are based on managements judgment of the most appropriate factors, there is no assurance that were the Company to have disposed of
such items at June 30, 2000 and 1999, the estimated fair values would necessarily have been achieved at these dates, since market values may differ depending on various circumstances. The estimated fair values at June 30, 2000 and 1999 should not
necessarily be considered to apply at subsequent dates.





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


NOTE 21  PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION


CONDENSED BALANCE SHEET June 30, 2000 and 1999




|                                           |  | 2000       |  | 1999      
|------------------------------------------ |  | ---------- |  | ----------
|ASSETS                                     |  |           
|Cash and cash equivalents                  |  | $      627 |  | $      410
|Interest-bearing deposits                  |  | 16,000     |  | 22,559    
|Securities available for sale              |  | 24,536     |  | 27,653    
|Note receivable                            |  | 8,393      |  | 8,993     
|Investment in banking subsidiary           |  | 96,773     |  | 96,094    
|Other assets                               |  | 3,232      |  | 3,246     
|                                           |  |            |  |           
|Total assets                               |  | $149,561   |  | $158,955  
|                                           |  |            |  |           
|LIABILITIES AND SHAREHOLDERS EQUITY      
|Accrued expenses and other liabilities     |  | $    1,586 |  | $      901
|Shareholders equity                       |  | 147,975    |  | 158,054   
|                                           |  |            |  |           
|Total liabilities and shareholders equity |  | $149,561   |  | $158,955  
|                                           |  |            |  |           




NOTE 21  PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (Continued)





CONDENSED STATEMENTS OF INCOME Year ended June 30, 2000 and period December 31, 1998 (inception of Company) through June 30, 1999





|                                                                                               |  | 2000       |   | 1999
|---------------------------------------------------------------------------------------------- |  | ---------- | - | ----
|INCOME                                                                                         |  |            |  
|Interest income                                                                                |  | $    2,248 |   |     
|Dividend from subsidiary                                                                       |  | 22,171     |   |     
|                                                                                               |  |            |   |     
|Total income                                                                                   |  | 24,419     |   |     
|EXPENSES                                                                                       |  |            |  
|Contribution to Foundation                                                                     |  |            |   |     
|Other expenses                                                                                 |  | 171        |   |     
|                                                                                               |  |            |   |     
|Total expense                                                                                  |  | 171        |   |     
|Income (loss) before income taxes                                                              |  | 24,248     |   |     
|Income tax (benefit) provision                                                                 |  | 654        |   |     
|                                                                                               |  |            |   |     
|Income (loss) before undistributed net earnings of subsidiary                                  |  | 23,594     |   |     
|Equity in undistributed net earnings of subsidiary (distributions in excess of

     earnings) |  | (16,780    | ) |     
|                                                                                               |  |            |   |     
|Net income (loss)                                                                              |  | $    6,814 |   |     
|                                                                                               |  |            |   |     




NOTE 21 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (Continued)





CONDENSED STATEMENTS OF CASH FLOWSYear ended June 30, 2000 and period December 31, 1998(inception of Company) through June 30, 1999





|                                                                                                       |  | 2000        |   | 1999
|------------------------------------------------------------------------------------------------------ |  | ----------- | - | ----
|Cash flows from operating activities                                                                   |  |             |  
|Net income (loss)                                                                                      |  | $    6,814  |   |     
|(Equity in undistributed earnings from subsidiary) distributions in excess of

               earnings |  | 16,780      |   |     
|Net amortization                                                                                       |  | 65          |   |     
|Contribution of common stock to foundation                                                             |  | 8,026       |  
|Change in other assets                                                                                 |  | 14          |   |     
|Change in other liabilities                                                                            |  | 530         |   |     
|                                                                                                       |  |             |   |     
|Net cash from
operating activities                                                                     |  | 24,203      |   |     
|Cash flows from investing activities                                                                   |  |             |  
|Purchases of mortgage-backed securities                                                                |  |             |   |     
|Paydowns of mortgage-backed securities                                                                 |  | 2,889       |   |     
|Change in interest bearing accounts                                                                    |  | 6,559       |   |     
|Change in loans to subsidiary association                                                              |  | 600         |   |     
|Purchase of capital stock of subsidiary                                                                |  |             |   |     
|                                                                                                       |  |             |   |     
|Net cash from
investing activities                                                                     |  | 10,048      |   |     
|Cash flows from financing activities                                                                   |  |             |  
|Purchase of treasury stock                                                                             |  | (30,900     | ) |     
|Cash dividends paid                                                                                    |  | (2,791      | ) |     
|Dividends on unallocated ESOP shares                                                                   |  | (343        | ) |     
|Proceeds from sale of stock                                                                            |  |             |   |     
|                                                                                                       |  |             |   |     
|Net cash from
financing activities                                                                     |  | (34,034     | ) |     
|Net change in cash and cash equivalents                                                                |  | 217         |   |     
|Beginning cash and cash equivalents                                                                    |  | 410         |   |     
|                                                                                                       |  |             |   |     
|Ending cash and cash equivalents                                                                       |  | $       627 |   |     
|                                                                                                       |  |             |   |     




NOTE 22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 Company 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.





NOTE 23  EARNINGS PER SHARE





The factors used in the earnings per share computation follow.





|                                                                                               |  | 2000               |  | 1999              |     
|---------------------------------------------------------------------------------------------- |  | ------------------ |  | ----------------- | ----
|Basic                                                                                          |  |                   
|Net income                                                                                     |  | $          6,814   |  | $           (170  | )(1)
|                                                                                               |  |                    |  |                   |     
|Weighted average common shares outstanding                                                     |  | 10,275,179         |  | 11,241,250        |     
|Less: Average unallocated ESOP shares                                                          |  | 834,075            |  | 890,670           |     
|Less: Average unearned RRP shares                                                              |  | 404,685            |  |                   |     
|                                                                                               |  |                    |  |                   |     
|Average shares                                                                                 |  | 9,036,419          |  | 10,350,580        |     
|                                                                                               |  |                    |  |                   |     
|Basic earnings per common share                                                                |  | $              .75 |  | $            (.02 | )   
|                                                                                               |  |                    |  |                   |     
|Diluted                                                                                        |  |                   
|Net income                                                                                     |  | $          6,814   |  | $           (170  | )(1)
|                                                                                               |  |                    |  |                   |     
|Weighted average common shares outstanding for basic earnings per

               common share |  | 9,036,419          |  | 10,350,580        |     
|Add: Dilutive effects of assumed exercises of stock options                                    |  |                    |  |                   |     
|                                                                                               |  |                    |  |                   |     
|Average shares and dilutive potential common shares                                            |  | 9,036,419          |  | 10,350,580        |     
|                                                                                               |  |                    |  |                   |     
|Diluted earnings per common share                                                              |  | $              .75 |  | $            (.02 | )   
|                                                                                               |  |                    |  |                   |     




(1)  Net income since conversion





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





NOTE 24   MERGER OF EQUALS





On May 23, 2000, the Company signed a letter of intent to acquire FFY Financial Corp. (FFY), headquartered in Youngstown, Ohio in a merger of equals. The
shareholders of FFY will receive 7.3 million shares of First Place Financial Corp. common stock in exchange for all of the outstanding shares of FFY stock. FFY shareholders will receive 1.075 shares of First Place Financial Corp. for each share of FFY
stock. The shares to be issued were valued at $71.0 million on May 23, 2000. The company has entered into a stock option agreement with FFY which would grant stock options equal to 19.9% of the shares outstanding to FFY in the event of certain triggering
conditions. The triggering conditions include various actions which would result in the merger with FFY not being consummated and expire upon the completion of the merger. The merger is subject to shareholder and regulatory approval and is expected to be
completed during December, 2000. The merger will be accounted for as a purchase.





NOTE 25  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)





|                                                        |  | September 30 |  | December 31 |   | March 31 |           | June 30
|------------------------------------------------------- |  | ------------ |  | ----------- | - | -------- | --------- | -------
|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 incomes 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 |        
|                                                       
|
|1999                                                   
|Total interest income                                   |  | $11,215      |  | $11,851     |   |          | $12,455   |        
|Total interest expense                                  |  | 6,700        |  | 6,921       |   |          | 5,990     |        
|                                                        |  |              |  |             |   |          |           |        
|Net interest income                                     |  | 4,515        |  | 4,930       |   |          | 6,465     |        
|Provision for loan losses                               |  | 183          |  | 475         |   |          | 166       |        
|                                                        |  |              |  |             |   |          |           |        
|Net interest income after provision for loan losses     |  | 4,332        |  | 4,455       |   |          | 6,299     |        
|Total noninterest income                                |  | 458          |  | 453         |   |          | 460       |        
|Total noninterest expense                               |  | 2,900        |  | 11,450      |   |          | 3,076     |        
|                                                        |  |              |  |             |   |          |           |        
|Income before income taxes                              |  | 1,890        |  | (6,542      | ) |          | 3,683     |        
|Provision for incomes taxes                             |  | 643          |  | (2,224      | ) |          | 1,105     |        
|                                                        |  |              |  |             |   |          |           |        
|Net income                                              |  | $  1,247     |  | $(4,318     | ) |          | $  2,578  |        
|                                                        |  |              |  |             |   |          |           |        
|Basic and diluted earnings per share (since conversion) |  | N/A          |  | $    (.51   | ) |          | $    0.25 |