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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K



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

For the fiscal year ended June 30, 2006



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

For the transition period from  to

Commission File Number 0-25049



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FIRST PLACE
FINANCIAL CORP.

(Exact name of registrant as specified in its charter)



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|                                               |  |                                     
|---------------------------------------------- |  | ------------------------------------
|Delaware                                       |  | 34-1880130                          
|(State or other jurisdiction of incorporation) |  | (IRS Employer Identification Number)

185 E. Market Street, Warren, OH 44481

(Address of principal executive offices)

(330) 373-1221

(Registrants telephone number, including area code)



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



|                                        |  |                                     
|--------------------------------------- |  | ------------------------------------
|Title of each class                     |  | Name of exchange on which registered
|Common Stock, par value $0.01 per share |  | The NASDAQ Stock Market             

Securities Registered Pursuant to Section 12(g) of the Act: None



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Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES ̈NO  x

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.    YES ̈NO  x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of
this chapter) is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. ̈

Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, or a non- accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer ̈Accelerated filer  x    Non- accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act.):    YES ̈NO  x

The aggregate market value of the voting stock held by non-affiliates of the Registrant was $309.6 million based upon the last sales price as of December 31, 2005.
(The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the Registrant that such person is an affiliate of the Registrant.)

As of September 11, 2006, the Registrant had 17,459,194 shares of Common Stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of Form 10-K  Proxy Statement for the 2006 Annual
Meeting of Shareholders.



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PART I

Forward-Looking Statements

When used in this Form 10-K, or in future filings by First Place Financial Corp. (the Company) with the
Securities and Exchange Commission, in press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases will likely result, are
expected to, will continue, is anticipated, estimate, project or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the Companys actual results to be materially different from those indicated. Such statements are
subject to certain risks and uncertainties including changes in economic conditions in the market areas the Company conducts business, which could materially impact credit quality trends, changes in laws, regulations or in policies by regulatory
agencies, fluctuations in interest rates, demand for loans in the market areas the Company conducts business, and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or
projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publicly release the result of any revisions that may
be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Item 1. Business

General.First Place Financial Corp. was organized in August 1998 for the
purpose of becoming a holding company to own all of the outstanding capital stock of First Federal Savings and Loan Association of Warren (First Federal). The conversion of First Federal from a federally chartered mutual savings and loan association
to a federally chartered stock savings association was completed on December 31, 1998. On May 12, 2000, the Company acquired Ravenna Savings Bank, with total assets of $200 million. On December 22, 2000, the Company completed a merger
of equals transaction with FFY Financial Corp (FFY), with total assets of $680 million. FFY was merged into the Company, and FFYs thrift subsidiary, FFY Bank, was merged into First Federal. As a part of the merger transaction, the Company
changed the name of its thrift subsidiary, First Federal Savings and Loan Association of Warren, to First Place Bank (Bank).

On May 28, 2004, the
Company acquired 100% of the common stock of Franklin Bancorp, Inc. (Franklin) and merged Franklin into the Company. As of the merger date, Franklin had total assets of $627 million. Concurrent with the merger, Franklins wholly-owned
subsidiary, Franklin Bank N.A., converted from a national bank to a federally chartered stock savings association and changed its name to Franklin Bank. As of June 30, 2004, both First Place Bank and Franklin Bank were wholly-owned subsidiaries
of the Company. Effective July 2, 2004, the two banks merged. The surviving institution has retained the name of First Place Bank, although it continues to do business in Michigan under the name of Franklin Bank as a division of First Place
Bank.

On June 27, 2006, the Company acquired The Northern Savings & Loan Company of Elyria, Ohio (Northern). On June 28, 2006, Northern
converted from an Ohio chartered stock savings association to a federally chartered stock savings association. At the time of the merger, Northern had total assets of $360 million. On July 25, 2006, the Companys two federally chartered
savings association subsidiaries, Northern and First Place Bank merged into a single federal savings association with the name First Place Bank. The retail locations that were part of Northern will continue to operate as the Northern Savings
Division of First Place Bank until the first quarter of calendar 2007 when the data processing systems and signage will be converted to the name First Place Bank.

For purposes of describing the business of the subsidiary savings associations, First Place Bank and The Northern Savings & Loan Company, we will use the terms Bank or Banks to mean both institutions from
June 27, 2006 through July 25, 2006 and Bank to mean First Place Bank for all other time periods referenced herein.

The Company
offers a wide variety of business and retail banking products, as well as a full range of insurance, real estate, and investment services. The Company conducts its business primarily through the Bank. The Banks principal business consists of
accepting retail and business deposits from the general public and investing these funds primarily in one-to four-family residential mortgage, home equity, multifamily, commercial real estate, commercial and construction loans. The holding company
structure provides the Company with greater flexibility than the Bank has to diversify its business activities through existing or newly formed subsidiaries, or through acquisitions or mergers with other financial institutions, as well as other
companies. Other nonbanking operating subsidiaries of the Company include First Place Holdings, Inc., First Place Insurance Agency, Ltd., Coldwell Banker First Place Real Estate, Ltd. and its subsidiary First Place Referral Network, Ltd., APB
Financial Group, Ltd., American Pension Benefits, Inc. and TitleWorks Agency, LLC, a 75% owned subsidiary of First Place Holdings, Inc. First Place Insurance Agency, Ltd. offers property, casualty, health and life insurance products.



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Coldwell Banker First Place Real Estate, Ltd. is a residential and commercial real estate brokerage firm. APB Financial
Group, Ltd. and American Pension Benefits, Inc. are employee benefit consulting firms and specialists in wealth management, and provide services to both businesses and consumers. First Place Holdings, Inc. holds a 75% ownership interest in
TitleWorks Agency, LLC, which provides real estate title services. In addition to these operating subsidiaries, the Company has three wholly-owned affiliates, First Place Capital Trust, First Place Capital Trust II and First Place Capital Trust III,
each of which are special purpose entities that are accounted for using the equity method based on their nature and purpose. The following table indicates the relative size of nonbanking and banking affiliates as of and for the year ended
June 30, 2006, based on total revenue and total assets.



|                            |  |                        |         |                          |       |   |              |   |                         |  |       |  
|--------------------------- |  | ---------------------- | ------- | ------------------------ | ----- | - | ------------ | - | ----------------------- |  | ----- | -
|                            |  | Total Revenue          |         | Percent of Total Revenue |       |   | Total Assets |   | Percent of Total Assets | 
|                            |  | (Dollars in thousands) |        
|Total nonbanking affiliates |  | $                      | 7,990   |                          | 4.5   | % |              | $ | 20,135                  |  | 0.6   | %
|Bank                        |  |                        | 170,048 |                          | 95.5  | % |              |   | 3,093,075               |  | 99.4  | %
|                            |  |                        |         |                          |       |   |              |   |                         |  |       |  
|Total                       |  | $                      | 178,038 |                          | 100.0 | % |              | $ | 3,113,210               |  | 100.0 | %
|                            |  |                        |         |                          |       |   |              |   |                         |  |       |  

No individual nonbanking affiliate accounts for more than 3.0% of total revenue or 0.3% of total assets. These
nonbanking affiliates are managed to generate net income and to contribute to the profitability of the Company. In addition, these affiliates are operated with the goal of providing a comprehensive line of financial products for customers so that
the Company can achieve synergies between the banking and nonbanking affiliates. These synergies include the referral of customers between bank and nonbank affiliates and efficiencies in the use of shared resources, including access to employee
benefit programs. Based on the relative size and importance of the banking affiliates to the Company as a whole, the discussion of the business will focus primarily on the Bank.

The Companys internet site, www.firstplacebank.com, contains an Investor Relations section that provides annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy
statements, Director and Officer Reports on Form(s) 3, 4, and 5 and amendments to those documents filed or furnished pursuant to the Securities Exchange Act of 1934, as amended, free of charge, as soon as reasonably practicable after the Company has
filed these documents with, or furnished them to, the Securities and Exchange Commission (SEC). In addition, the Companys filings with the SEC may be read and copied at the SEC Public Reference Room at 450 Fifth Street, NW Washington, DC
20549. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. These filings are also available on the SECs website at www.sec.gov free of charge, as soon as reasonably practicable after the
Company has filed the above referenced reports.

Market Area.Headquartered in Warren, Ohio, approximately halfway between Cleveland, Ohio
and Pittsburgh, Pennsylvania, the Company operates a community-oriented savings institution in two separate Midwest markets. First Place Bank currently operates 21 retail locations in Trumbull, Mahoning and Portage counties and 2 business financial
centers in Cuyahoga County in Northeast Ohio. The Franklin Bank Division of First Place Bank has 6 retail locations, all located in southeastern Michigan near the Detroit, metropolitan area. The acquisition of The Northern Savings & Loan
Company added 6 retail locations in Lorain County Ohio. In addition, the Company, through the Bank, operates 10 loan production offices located throughout Ohio, three located in Michigan and one located in Indiana.

Trumbull, Mahoning, Lorain and Portage Counties are considered the primary market area of First Place Bank in Ohio. Major industries in the area include light
manufacturing, automotive and transportation, health care, as well as retail trade, wholesale trade and services. Major employers in Trumbull, Mahoning, Lorain and Portage counties include Delphi Packard Electric Systems, Forum Health, General
Motors, HM Health Partners, Ford, Invacare, Kent State University, GE Lighting, WCI Steel, Inc., Robinson Memorial Hospital, the U.S. Postal Service, U.S. Air Force, Youngstown City Schools, Youngstown State University, and the county governments of
Trumbull, Mahoning, Lorain and Portage Counties.

The reliance of the local economy on basic manufacturing industries has been reduced in recent years as
the service sector expands and becomes a more dominant force in the local employment statistics. The annual unemployment rate for the Youngstown-Warren Metropolitan Statistical Area has fluctuated between 5.0% and 7.5% since 1998. The average
unemployment rate for the state of Ohio ranged from a low of 4.0% to a high of 6.2% over the same time period. U. S. Department of Commerce, Bureau of Census data reports that the Youngstown-Warren Metropolitan Statistical Area has experienced a
decline in population over the past two census periods. The Banks business and operating results could be significantly affected by continued changes in general economic conditions, as well as changes in population levels, unemployment rates,
strikes and layoffs.



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The Company has two business financial centers in the suburban communities of Solon and North Olmsted in Cuyahoga County,
which also includes Cleveland, Ohio. Cuyahoga County has also experienced a shift of employment from manufacturing to service industries, which has been taking place for more than 20 years. Cleveland has been more successful in shifting from a
manufacturing center to a service industry center. That trend is reflected in more favorable annual unemployment rates, which ranged from a low of 3.9% to a high of 6.0% since 1998. Those rates are marginally more favorable than the rates for the
state of Ohio over the same period. The Company has been successful in penetrating the residential mortgage market in Cuyahoga County. For the period from January 2006 to June 2006, First Place Bank ranked fourth among financial institutions in
residential mortgage loans closed in Cuyahoga County. The Bank has less than a 1% share of deposits in Cuyahoga County.

The Franklin Bank Division of
First Place Bank has four retail offices located in Oakland County and two in Wayne County, both in southeast Michigan near metropolitan Detroit. Employment in the area includes a variety of industries including manufacturing, service and education.
From 2000 through 2004, Oakland County lost approximately 50,000 jobs. However, Oakland County recently ranked first among Michigans 83 counties in per capita income and in the top 1% in the United States. Franklins position as one of
the few community banks in the area has enabled Franklin to be successful in marketing banking services to small to medium size businesses and their owners. The Bank has less than a 2% share of deposits in both Oakland County and Wayne County.

Lorain County, Ohio, approximately 30 miles west of Cleveland, is slowly diversifying its economic base from largely manufacturing to include a servicing
sector. The county has experienced a steady growth in its tax base since 1995. Attracted by affordable land and relatively low taxes, the countys residential population has grown and residential uses now account for 70% of 2005 assessed
valuation. The Bank has approximately an 8% share of deposits in Lorain County.

The Bank operates loan production offices in Ohio, Michigan and Indiana.
Ohio loan production offices are located in Newark, Mt. Vernon, Centerville, Howland, Hudson, Youngstown, Cincinnati, Toledo, Worthington and Pickerington. Michigan loan production offices are located in Grand Blanc, Holland and Jackson. The Indiana
loan production office is located in Carmel, a suburb of Indianapolis. These offices along with business financial centers in Solon and North Olmsted, Ohio provide the Company access to many of the larger growing markets in Ohio, Michigan and
Indiana. The majority of the business generated in these locations is mortgage banking business, which provides fee income to supplement the net interest margin the Company earns on traditional spread-based lending. However, the Company also
originates commercial loans through loan production offices and has expanded this business in fiscal 2006. These strategies also result in generating loans over a larger geographic area which reduces the Companys exposure to downturns in
specific local economies.

Competition.The Company faces significant competition in offering financial services to customers. Both Ohio and
southeastern Michigan have a high density of financial institution offices, many of which are branches of significantly larger institutions that have greater financial resources than the Company, and all of which are competitors to varying degrees.
Competition for loans comes principally from savings banks, savings and loan associations, commercial banks, mortgage banking companies, credit unions, insurance companies and other financial service companies. The most direct competition for
deposits has historically come from savings and loan associations, savings banks, commercial banks and credit unions. Additional competition for deposits comes from non-depository competitors such as the mutual fund industry, securities and
brokerage firms and insurance companies.

Lending Activities

General. The largest component of the Companys loan portfolio has historically been first mortgage loans secured by one-to four-family residences. However, the Company anticipates that commercial loans will grow faster
than residential mortgage portfolio loans in fiscal 2007. Currently, the Companys 1-4 family lending activity is primarily mortgage banking activity. The strategy is to sell most of the fixed-rate production in order to minimize investment in
long-term, fixed-rate assets that have the potential to expose the Company to long-term interest rate risk. The Company also sells the majority of adjustable-rate mortgage loans. Agency eligible loan production is sold to Fannie Mae and Freddie Mac.
Loans that do not qualify for sale to those agencies are sold to private buyers, primarily other financial institutions. The Company also originates multifamily, commercial real estate, commercial, construction and consumer loans, which typically
have higher yields than traditional one-to four-family loans, and most of those originations are retained for the loan portfolio.



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Loan Portfolio Composition.The following table sets forth the composition of the loan portfolio in dollar
amounts and in percentages as of the dates indicated. This table does not include loans held for sale.



|                                         |  |                        |           |   |         |       |   |        |   |           |         |  |       |        |  |   |           |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|---------------------------------------- |  | ---------------------- | --------- | - | ------- | ----- | - | ------ | - | --------- | ------- |  | ----- | ------ |  | - | --------- | - |  | ------ | - |  | ------- | ------- | - | ------ | ----- | - | ------- | - | ------- | - |  | ----- | -
|                                         |  | At June 30,            |          
|                                         |  | 2006                   |           |   | 2005    |       |   | 2004   |   |           | 2003    |  |       | 2002   | 
|                                         |  | Amount                 |           |   | Percent |       |   | Amount |   |           | Percent |  |       | Amount |  |   | Percent   |   |  | Amount |   |  | Percent |         |   | Amount |       |   | Percent |  
|                                         |  | (Dollars in thousands) |          
|1-4 family residential real estate loans |  |                        |           |   |         |       |   |        |   |           |         |  |       |        |  |   |           |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|Permanent financing                      |  | $                      | 950,133   |   |         | 40.4  | % |        | $ | 643,617   |         |  | 35.1  | %      |  | $ | 698,002   |   |  | 46.5   | % |  | $       | 538,248 |   |        | 59.7  | % |         | $ | 590,238 |   |  | 65.1  | %
|Construction                             |  |                        | 173,778   |   |         | 7.4   | % |        |   | 162,677   |         |  | 8.9   | %      |  |   | 104,133   |   |  | 6.9    | % |  |         | 41,004  |   |        | 4.5   | % |         |   | 37,196  |   |  | 4.1   | %
|                                         |  |                        |           |   |         |       |   |        |   |           |         |  |       |        |  |   |           |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|Total                                    |  |                        | 1,123,911 |   |         | 47.8  | % |        |   | 806,294   |         |  | 44.0  | %      |  |   | 802,135   |   |  | 53.4   | % |  |         | 579,252 |   |        | 64.2  | % |         |   | 627,434 |   |  | 69.2  | %
|                                         |  |                        |           |   |         |       |   |        |   |          
|Commercial loans                         |  |                        |           |   |         |       |   |        |   |           |         |  |       |        |  |   |           |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|Multifamily real estate                  |  |                        | 106,999   |   |         | 4.5   | % |        |   | 87,712    |         |  | 4.8   | %      |  |   | 89,575    |   |  | 6.0    | % |  |         | 27,213  |   |        | 3.0   | % |         |   | 25,403  |   |  | 2.8   | %
|Commercial real estate                   |  |                        | 429,694   |   |         | 18.3  | % |        |   | 396,206   |         |  | 21.7  | %      |  |   | 259,681   |   |  | 17.3   | % |  |         | 99,058  |   |        | 11.0  | % |         |   | 74,191  |   |  | 8.2   | %
|Commercial construction                  |  |                        | 75,491    |   |         | 3.2   | % |        |   | 79,206    |         |  | 4.3   | %      |  |   | 24,526    |   |  | 1.6    | % |  |         | 9,013   |   |        | 1.0   | % |         |   | 3,644   |   |  | 0.4   | %
|Commercial non real estate               |  |                        | 243,945   |   |         | 10.4  | % |        |   | 152,779   |         |  | 8.3   | %      |  |   | 120,743   |   |  | 8.1    | % |  |         | 24,947  |   |        | 2.8   | % |         |   | 12,553  |   |  | 1.4   | %
|                                         |  |                        |           |   |         |       |   |        |   |           |         |  |       |        |  |   |           |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|Total                                    |  |                        | 856,129   |   |         | 36.4  | % |        |   | 715,903   |         |  | 39.1  | %      |  |   | 494,525   |   |  | 33.0   | % |  |         | 160,231 |   |        | 17.8  | % |         |   | 115,791 |   |  | 12.8  | %
|                                         |  |                        |           |   |         |       |   |        |   |          
|Consumer loans                           |  |                        |           |   |         |       |   |        |   |           |         |  |       |        |  |   |           |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|Home equity lines of credit              |  |                        | 191,658   |   |         | 8.2   | % |        |   | 171,982   |         |  | 9.4   | %      |  |   | 115,608   |   |  | 7.7    | % |  |         | 84,552  |   |        | 9.4   | % |         |   | 66,053  |   |  | 7.3   | %
|Home equity                              |  |                        | 170,189   |   |         | 7.2   | % |        |   | 124,041   |         |  | 6.8   | %      |  |   | 65,973    |   |  | 4.4    | % |  |         | 35,287  |   |        | 3.9   | % |         |   | 35,178  |   |  | 3.9   | %
|Automobiles and other                    |  |                        | 8,897     |   |         | 0.4   | % |        |   | 12,901    |         |  | 0.7   | %      |  |   | 22,280    |   |  | 1.5    | % |  |         | 42,123  |   |        | 4.7   | % |         |   | 61,541  |   |  | 6.8   | %
|                                         |  |                        |           |   |         |       |   |        |   |           |         |  |       |        |  |   |           |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|Total                                    |  |                        | 370,744   |   |         | 15.8  | % |        |   | 308,924   |         |  | 16.9  | %      |  |   | 203,861   |   |  | 13.6   | % |  |         | 161,962 |   |        | 18.0  | % |         |   | 162,772 |   |  | 18.0  | %
|                                         |  |                        |           |   |         |       |   |        |   |           |         |  |       |        |  |   |           |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|Total loans receivable                   |  |                        | 2,350,784 |   |         | 100.0 | % |        |   | 1,831,121 |         |  | 100.0 | %      |  |   | 1,500,521 |   |  | 100.0  | % |  |         | 901,445 |   |        | 100.0 | % |         |   | 905,997 |   |  | 100.0 | %
|                                         |  |                        |           |   |         |       |   |        |   |           |         |  |       |        |  |   |           |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|Allowance for loan losses                |  |                        | (22,319   | ) |         |       |   |        |   | (18,266   | )       |  |       |        |  |   | (16,528   | ) |  |        |   |  |         | (9,603  | ) |        |       |   |         |   | (9,456  | ) |  |       |  
|                                         |  |                        |           |   |         |       |   |        |   |           |         |  |       |        |  |   |           |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|Loans receivable, net                    |  | $                      | 2,328,465 |   |         |       |   |        | $ | 1,812,855 |         |  |       |        |  | $ | 1,483,993 |   |  |        |   |  | $       | 891,842 |   |        |       |   |         | $ | 896,541 |   |  |       |  
|                                         |  |                        |           |   |         |       |   |        |   |           |         |  |       |        |  |   |           |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  

Loan Originations. The Company currently originates residential mortgage and other loans
through two business financial centers in Solon and North Olmsted, Ohio and through its network of loan production offices located in Ohio, Michigan, Indiana and to a lesser extent through its retail network. Ohio loan production offices are located
in Boardman, Cincinnati, Columbus, Dayton, Howland, Hudson, Mt. Vernon, Newark, Ravenna, and Toledo. Michigan loan production offices are located in Grand Blanc, Holland and Jackson. The Indiana loan production office is located in Carmel, near
Indianapolis. The majority of these offices are located outside of the counties where the Company has retail locations. This allows the Company to geographically diversify its loan production and portfolio. The Company is committed to providing
community-based financial services, and mortgage banking will continue to be a significant component of the Companys operating strategy. A high volume of mortgage originations is a key component for this strategy to be profitable. For the
fiscal year ended June 30, 2006, the Company originated $1.359 billion in mortgage loans, which represented a decrease of $28 million compared to the prior year, due to long-term interest rates which were generally higher during fiscal 2006
than in fiscal 2005. The volume of refinance activity is very sensitive to long-term interest rates and will be one of the primary factors that determine the level of residential origination in fiscal 2007. All loans originated are underwritten
pursuant to the Companys policies and procedures, which are described in more detail below. The Company originates both fixed-rate and adjustable-rate residential mortgage loans with terms generally ranging from 10 to 40 years. Loans for the
construction of residential real estate are made primarily with construction periods of up to two years. Residential construction loans may be short-term loans to builders to finance construction of a home, or they may be long-term loans of up to 40
years, which finance both the construction and permanent financing needs of a homeowner. The ability to originate fixed-rate or adjustable-rate loans is dependent on customer demand for these loans, which is influenced by the current and expected
future levels of short-term and long-term interest rates.

The Company also originates commercial and consumer loans in order to make the loan portfolio
more diversified and to increase loan yields. From fiscal 2002 through fiscal 2005, the Company had been expanding commercial and consumer lending more rapidly than residential mortgage lending. This trend reversed during 2006 due to the acquisition
of Northern as their loan portfolio was predominantly residential mortgage loans. During fiscal 2007, management anticipates that the Company will return to originating more commercial and consumer loans than residential mortgage loans originated to
be retained in the loan portfolio. Commercial loans are generally real estate based, but also include loans for the purchase of other assets such as plant and equipment and to finance working capital. Consumer loans are primarily home equity loans
and home equity lines of credit.



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Loan Maturity and Repricing.The following table shows the contractual maturity of the loan
portfolio at June 30, 2006. Demand loans and other loans having no stated schedule of repayments or no stated maturity are reported as due in one year or less. The table does not include potential prepayments, scheduled principal amortization
or enforcement of due-on-sale clauses.



|                                 |  |                        |           |                 |   |               |  |                       |         |  |   |          
|-------------------------------- |  | ---------------------- | --------- | --------------- | - | ------------- |  | --------------------- | ------- |  | - | ---------
|                                 |  | At June 30, 2006      
|                                 |  | Real EstateMortgage    |           | CommercialLoans |   | ConsumerLoans |  | Total LoansReceivable
|                                 |  | (Dollars in thousands)
|Amounts due:                     |  |                        |           |                 |   |               |  |                       |         |  |   |          
|Within one year                  |  | $                      | 289,519   |                 | $ | 319,855       |  | $                     | 220,787 |  | $ | 830,161  
|After one year:                  |  |                        |           |                 |   |               |  |                       |         |  |   |          
|More than one year to five years |  |                        | 405,383   |                 |   | 403,114       |  |                       | 85,774  |  |   | 894,271  
|More than five years             |  |                        | 429,009   |                 |   | 133,160       |  |                       | 64,183  |  |   | 626,352  
|                                 |  |                        |           |                 |   |               |  |                       |         |  |   |          
|Total due after June 30, 2007    |  |                        | 834,392   |                 |   | 536,274       |  |                       | 149,957 |  |   | 1,520,623
|                                 |  |                        |           |                 |   |               |  |                       |         |  |   |          
|Total amount due                 |  | $                      | 1,123,911 |                 | $ | 856,129       |  | $                     | 370,744 |  | $ | 2,350,784
|                                 |  |                        |           |                 |   |               |  |                       |         |  |   |          

The following table sets forth at June 30, 2006, the dollar amount of total loans receivable contractually
due after June 30, 2007, and whether such loans have fixed interest rates or adjustable interest rates.



|                |  |                         |         |                 |   |               |  |                      |         |  |   |          
|--------------- |  | ----------------------- | ------- | --------------- | - | ------------- |  | -------------------- | ------- |  | - | ---------
|                |  | Due After June 30, 2007
|                |  | RealEstateMortgage      |         | CommercialLoans |   | ConsumerLoans |  | TotalLoansReceivable
|                |  | (Dollars in thousands) 
|Fixed rate      |  | $                       | 345,352 |                 | $ | 382,697       |  | $                    | 77,988  |  | $ | 806,037  
|Adjustable rate |  |                         | 489,040 |                 |   | 153,577       |  |                      | 71,969  |  |   | 714,586  
|                |  |                         |         |                 |   |               |  |                      |         |  |   |          
|Total loans     |  | $                       | 834,392 |                 | $ | 536,274       |  | $                    | 149,957 |  | $ | 1,520,623
|                |  |                         |         |                 |   |               |  |                      |         |  |   |          

One-to Four-Family Lending.The Company currently offers both fixed-rate and adjustable-rate
mortgage loans with maturities up to 40 years secured by one-to four-family residences that are located in its primary market area or the market area serviced by its loan production offices. One-to four-family mortgage loan originations are
generally obtained through the Companys loan originators from existing or previous customers and through referrals from local builders, real estate brokers and attorneys. The Company also purchases mortgage loans from correspondent banks in
Ohio and Illinois and private mortgage brokers. The purchased loans are typically underwritten to FNMA and FHLMC standards. For fiscal year 2006, the Company purchased approximately $300 million in mortgage loans, substantially all of which were
sold in the secondary mortgage market. Advertising is used to expand the potential customer base beyond our past and present customers and those referred to us by others. At June 30, 2006, one-to four-family mortgage loans totaled $950 million,
or 40.4%, of total loans.

The mortgage loans that the Company originates have generally been priced competitively with current market rates for such
loans. The Company currently offers a number of adjustable-rate (ARM) loans with terms of up to 30 years and interest rates that adjust at scheduled intervals based on the product selected. These interest rates can adjust annually, or remain fixed
for an initial period of three, five or seven years and thereafter adjust annually. The interest rates for ARM loans are generally indexed to the one-year U.S. Treasury Index. The ARM loans generally provide for periodic (not more than 2%) and
overall (not more than 6%) caps on the increase or decrease in the interest rate at any adjustment date and over the life of the loan.

Because the
majority of loans originated and retained in the residential portfolio are adjustable-rate one-to four-family mortgage loans the Company limits its exposure to declining net interest income due to rising interest rates. However, adjustable-rate
loans generally pose credit risks not inherent in fixed-rate loans, primarily because as interest rates rise, the underlying payments of the borrower rise, thereby increasing the potential for default. Periodic and lifetime caps on interest rate
increases help to reduce the credit risks associated with adjustable-rate loans but also limit the interest rate sensitivity of such loans.

The Company
generally originates one-to four-family residential mortgage loans in amounts up to 97% of the lower of the appraised value or the purchase price of the property securing the loan. Private mortgage insurance is required for such loans with a
loan-to-value ratio of greater than 85%. The Company requires fire, casualty, and, where appropriate, flood insurance on all properties securing real estate loans.



6



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Construction Lending.The Company makes loans to individuals for the construction of their residences, as
well as to builders and developers for the construction of one-to four-family residences and commercial real estate and the development of one-to four-family lots. Construction loans secured by one-to four-family residential real estate at
June 30, 2006 totaled $174 million or 7.4% of total loans.

Construction loans to individuals for their residences are structured to be converted to
permanent loans at the end of the construction phase, which typically lasts six months. These construction loans have rates and terms that are similar to other one-to four-family loans offered by the Company, except that during the construction
phase, the borrower pays interest only and the maximum loan-to-value ratio is 95%. On construction loans exceeding an 80% loan-to-value ratio, private mortgage insurance is required, thus reducing credit exposure. Residential construction loans are
generally underwritten based on the same credit guidelines used for originating permanent residential loans. In addition, the Company performs a review of the construction plans to verify that the borrower will be able to complete the residence with
the funds available.

Construction loans to builders of one-to four-family residences require the payment of interest only for up to 12 months and have
terms of up to 12 months. These loans may provide for the payment of loan fees from loan proceeds and have an adjustable rate of interest. The Company also makes loans to builders for the purpose of developing one-to four-family home sites. These
loans typically have terms of one to two years and have an adjustable rate of interest. The maximum loan-to-value ratio is 80% for such loans. These loans may provide for the payment of interest and loan fees from loan proceeds. The principal on
these loans is typically paid down as home sites are sold according to a predetermined release price.

Construction loans on multifamily and commercial
real estate projects may be secured by apartments, strip shopping centers, small office buildings, industrial, or other property and are structured to be converted to permanent loans at the end of the construction phase, which generally lasts up to
12 months. These construction loans have rates and terms that are similar to other permanent multifamily or commercial real estate loans offered by the Company, except that during the construction phase, the borrower pays interest only. These loans
generally provide for the payment of interest and loan fees from loan proceeds.

Construction and development loans are made principally through continued
business with developers and builders who have previously borrowed from the Company, as well as new referrals from existing customers and walk-in customers. The application process includes a submission of accurate plans, specifications and costs of
the project to be constructed or developed. These items are used as a basis to determine the appraised value of the subject property. The term of these loans may range from 6 to 24 months and typically fees and interest are paid from the proceeds of
the loan. Loans are based on the lesser of current appraised value and/or the cost of construction (land plus building).

Because of the uncertainties
inherent in estimating development and construction costs and the market for the project upon completion, it is relatively difficult to ascertain accurately the total loan funds required to complete a project, the related loan-to-value ratios and
the likelihood of ultimate success of the project. Therefore, the Company requires pro forma cash flow analysis, debt service coverage ratios and verification of construction progress prior to authorizing a construction draw and require
mechanics lien waivers and other documents to protect and verify its lien position. Construction and development loans to borrowers other than owner-occupants also involve many of the same risks discussed below regarding multifamily and
commercial real estate loans and tend to be more sensitive to general economic conditions than many other types of loans. Also, the funding of loan fees and interest during the construction phase makes monitoring a projects progress
particularly important, as early warning signals of project difficulties may not be present.

Multifamily Lending.The Company originates
multifamily loans, which are held in the portfolio, and are primarily secured by apartment buildings. Multifamily loans generally are balloon loans with terms ranging from 5 to 10 years and amortization based on 15 to 25 year terms. Rates on
multifamily loans are both fixed and adjustable. The terms on fixed rates loans are generally limited to five years. Adjustable-rate multifamily loans are reset to a stated margin over an independent index. Multifamily lending rates are typically
higher than rates charged on one-to four-family residential properties. Multifamily loans are generally written in amounts up to 80% of the lesser of the appraised value or purchase price of the underlying property. At June 30, 2006,
multifamily loans totaled $107 million, or 4.5% of total loans.

Multifamily loans generally present a higher level of risk than loans secured by one-to
four-family residences due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income producing properties and the increased complexity of evaluating
and monitoring these types of loans. Furthermore, the repayment of loans secured by multifamily properties is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced, the
borrowers ability to repay the loan may be impaired. In most instances, the risk level is mitigated by obtaining individual guarantees, which may increase the level of collateral supporting the loan. Despite the risks inherent in multifamily
lending, the Companys history of delinquencies in this portfolio has been minimal.



7



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Commercial Real Estate Lending.The Company originates owner-occupied and non-owner-occupied commercial
real estate loans, which it generally holds in its portfolio. These loans are primarily secured by strip shopping centers, small office buildings, warehouses, and other industrial and business properties. Commercial real estate loans generally are
balloon loans with terms ranging from 5 to 10 years and amortization based on 15 to 25 year terms. Rates on commercial real estate loans are both fixed and adjustable. The terms on fixed rates loans are generally limited to five years.
Adjustable-rate commercial real estate loans are reset to a stated margin over an independent index. Commercial real estate loans are generally written in amounts up to 80% of the lesser of the appraised value or purchase price of the underlying
property. Commercial real estate loans totaled $430 million, or 18.3% of total loans at June 30, 2006.

Commercial real estate loans generally present
a higher level of risk than loans secured by one-to four-family residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions
on income producing properties and the increased complexity of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by commercial real estate properties is typically dependent upon the successful operation of
the related real estate project. If the cash flow from the project is reduced, the borrowers ability to repay the loan may be impaired. In most instances, the risk level is mitigated by individual guarantees of the loan and/or additional
collateral pledged to secure the loan. These loans generally offer a higher interest rate than typical one-to four-family loans, which management believes justify the increased credit risk. Despite the risks inherent in commercial real estate
lending, delinquencies in this portfolio have been limited and management anticipates that commercial real estate loans will continue to represent a significant portion of total loans. The performance of this portfolio, however, will be closely
monitored for any indications of weaknesses.

Commercial Non Real Estate Lending.Commercial loans totaled $244 million, or 10.4% of total
loans at June 30, 2006. Commercial loan originations are primarily term loans and lines of credit to closely held small and medium size businesses operating in the Companys primary market area. The Company intends to continue to expand
commercial lending operations in its primary and contiguous market areas.

Unlike one-to four-family mortgage loans, which generally are made on the basis
of the borrowers ability to make repayment from his or her employment and which are secured by real property whose value tends to be more easily ascertainable, commercial loans are of higher risk and typically are made on the basis of the
borrowers ability to make repayment from the cash flow of the borrowers business. As a result, the availability of funds for the repayment of commercial loans may be substantially dependent on the success of the business itself. Further,
any collateral securing commercial loans in general may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. Generally, commercial loans are made to closely held businesses and
additional security is provided by a personal guarantee from the business owner(s). The Company believes that the credit and underwriting policies currently in place provide a reasonable basis upon which to evaluate these risks and to continue to
extend credit of this type.

Consumer Lending.Consumer loans totaled $371 million, or 15.8% of total loans at June 30, 2006, and
consisted of home equity loans, home equity lines of credit, new and used automobile loans, and secured and unsecured personal loans. Such loans are generally originated in the Companys primary market area and generally are secured by real
estate, automobiles, deposit accounts, and personal property.

Home equity loans and home equity lines of credit comprise the majority of consumer loan
balances and totaled $330 million at June 30, 2006. The Company offers fixed rate home equity loans and variable rate home equity lines of credit based on the borrowers income and equity in the home. Generally, these loans, when combined
with the balance of the prior mortgage liens, may not exceed 100% of the appraised value of the property at the time of the loan commitment. These loans are secured by a subordinate lien on the underlying real estate. The Company holds the first
mortgage on a substantial majority of the properties securing these loans.

Sale of Mortgage Loans. During the year ended June 30, 2006,
the Company continued to expand its secondary mortgage banking operation. Total mortgage loan originations including purchases of loans through the wholesale lending program were approximately $1.359 billion in fiscal 2006, a decrease of
approximately $28 million compared to fiscal 2005. During the current fiscal year, the Company sold or securitized and sold loans with an aggregate principal balance of $999 million compared with $997 million during the prior fiscal year. Mortgage
banking will continue to be an integral part of the operating strategy and, as such, the Company will continue to sell most fixed rate mortgage production and a majority of adjustable rate loans through secondary market channels. The company
generally retains servicing on loans that are sold. However, from time to time the Company considers the sale of servicing rights in bulk form or on a flow basis based on the prices available and the evaluation of the risk of holding servicing
rights during periods of time when the underlying loans are rapidly repaying.



8



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The Company has a program to reduce interest rate risk associated with the interest rate commitment made to borrowers for
mortgage loans that have not yet been closed and potentially made eligible for sale in secondary markets. The Company does, from time to time, depending on market interest rates and loan volume, enter into commitments to sell loans or
mortgage-backed securities to limit the exposure to potential movements in market interest rates. These contractual positions are monitored daily to maintain coverage ranging from 40% to 100% of loan commitments depending on the status of the loan
commitments as they progress from application to sale. For additional information on this program, see Note 17 to the Consolidated Financial Statements included in this report.

Loan Approval Procedures and Authority. The Board of Directors establishes the lending policies and loan approval limits of the Company. In
accordance with those policies, the Board of Directors has designated certain officers to consider and approve loans within their designated authority as established by the Board.

Loan authorities are defined by the loan policy adopted by the Board. Currently, lending authorities for one-to four-family loans are assigned to individuals in varying amounts based on experience and the level of
responsibility of the individual within the organization. The maximum loan that may be approved by any one individual is $2.0 million and the majority of the designated individuals have authority up to $500,000. Speculative construction or
acquisition and development loans may only be authorized by designated senior officers. Responsibility for approval of consumer loans is assigned to individuals in varying amounts based on experience and the level of responsibility of the individual
within the organization. Currently, the maximum loan approval for a secured consumer loan is $2.0 million and for an unsecured consumer loan is $50,000. The loan policy considers the potential borrowers aggregate credit exposure in determining
the authorization required for commercial loan approvals. In addition, the Company has established a general guideline for a maximum credit exposure of $15.0 million to any single borrower. Loans to borrowers with aggregate credit exposure in excess
of $7.5 million require the approval of three members of the Directors Loan Committee plus a majority of the Senior Loan Committee. Loans to borrowers with aggregate credit exposure from $2.0 million to $7.5 million require the approval of
four members of the Senior Loan Committee, one of which must be the Chief Executive Officer or the Chief Operating Officer, and are to be reported to the Board of Directors. Loans to borrowers with aggregate exposure of up to $2.0 million require
the approval of senior officers with that level of individual lending authority.

A credit report is ordered and certain other information is verified by
an independent credit agency for all loans originated by the Company. Additional financial information may be required based on the information received from the credit agency or for certain types of loans. An appraisal of real estate intended to
secure a proposed loan generally is required to be performed by the Companys staff appraisers or outside appraisers. The Companys policy is to obtain hazard insurance on all mortgage loans and flood insurance when necessary and in some
cases to require borrowers to make payments to a mortgage escrow account for the payment of property taxes and insurance premiums.

Residential Loan
Servicing Activities. Servicing mortgage loans for investors involves a contractual right to receive a fee for processing and administering loan payments on mortgage loans that are not owned by the Company and are not included on First
Places balance sheet. This processing involves collecting monthly mortgage payments on behalf of investors, reporting information to those investors on a timely basis and maintaining custodial escrow accounts for the payment of principal and
interest to investors and property taxes and insurance premiums on behalf of borrowers. At June 30, 2006, the Company serviced approximately 14,000 loans totaling $1.6 billion. The majority of the loans serviced for others are fixed rate
conventional residential mortgage loans.

As compensation for its mortgage servicing activities, the Company receives servicing fees, usually
0.25% per annum of the loan balances serviced, plus any late charges collected from the delinquent borrowers and other fees incidental to the services provided. In the event of a default by the borrower, Company receives no servicing fees until
the default is cured. In times when rates are rising or at high levels, the business of servicing mortgage loans can represent a steady source of noninterest income and can, at times, offset decreases in the gains on sale of mortgage loans.
Conversely, in times of falling rates or when rates are at very low levels, servicing mortgage loans can become unprofitable due to the rapid payoff of loans, which results in impairment of mortgage servicing rights or the rapid amortization of
servicing rights. The Company monitors the level of its investment in mortgage loan servicing rights in relation to its other activities in order to limit its exposure to losses in times of low or falling interest rates.

Over the past several years, the volume and dollar value of loan servicing rights has been growing more rapidly than total assets on a percentage basis. As a result, the
Companys exposure to volatility in mortgage banking revenue has also increased. In order to reduce exposure to volatility due to rapid payoffs or impairment, the Company sold mortgage servicing rights (MSRs) with a cost basis of $11.0 million
or approximately 43% of its loan servicing rights during March 2006. This resulted in a gain of $1.8 million contrasted with no gain in the prior year. Historically, the Company has sold loans on both a servicing retained and a servicing released
basis. However, this was the Companys first sale of servicing rights. Management plans to consider additional sales of MSRs in the future depending on size of the servicing asset relative to total assets and based on the current market for the
sale of MSRs.



9



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Asset Quality

Delinquent Loans.Detailed reports listing all delinquent accounts are generated and reviewed by management monthly. Also on a monthly basis, summarized reports of delinquent accounts are reviewed by the Board of
Directors. The procedures taken by the Company with respect to delinquencies vary depending on the nature of the loan, period and cause of delinquency and whether the borrower is habitually delinquent. When a borrower fails to make a required
payment on a loan, a written notice of non-payment is generally sent to the borrower. Telephone, written correspondence and/or face-to-face contact are attempted to ascertain the reasons for delinquency and the prospects of repayment once a loan
becomes 30 days past due. When contact is made with the borrower at any time prior to foreclosure or liquidation of collateral, attempts are made to obtain full payment, offer to structure a repayment schedule with the borrower to avoid foreclosure
or, in some instances, accept a deed in lieu of foreclosure. In the event payment is not then received or the loan not otherwise satisfied, additional letters and telephone calls generally are made. Once the loan becomes 90 days past due, the
borrower is notified in writing that if the loan is not brought current within two weeks, foreclosure proceedings will begin against any real property that secures the loan. If the loan is secured by personal property action is taken to secure,
obtain title to and take possession of the collateral. Generally, the collateral is liquidated and guarantees are pursued. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure
sale, the property securing the loan generally is sold at foreclosure and, if purchased by the Company, becomes real estate owned.

The following table
sets forth information concerning delinquent loans in dollar amounts and as a percentage of the total loan portfolio as of the dates indicated. The amounts presented represent the total remaining principal balances of the related loans, rather than
the actual payment amounts that are overdue. Please refer to the table in the section titled Nonperforming Assets for additional information regarding nonperforming loans (nonaccrual loans plus troubled debt restructurings) and
repossessed assets.



|                                    |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|----------------------------------- |  | ---------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | - |  | ---- | ------ | - |  | - | ------ | -
|                                    |  | At June 30,            |       
|                                    |  | 2006                   |        |   | 2005 |   |        | 2004 |  |   | 2003   |   |  | 2002 |       
|                                    |  | (Dollars in thousands) |       
|Past due 30  89 days               |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Real estate mortgage loans          |  | $                      | 6,300  |   |      | $ | 4,578  |      |  | $ | 4,342  |   |  | $    | 5,260  |   |  | $ | 7,237  |  
|Commercial loans                    |  |                        | 969    |   |      |   | 1,973  |      |  |   | 1,767  |   |  |      | 556    |   |  |   | 508    |  
|Consumer loans                      |  |                        | 3,481  |   |      |   | 1,057  |      |  |   | 562    |   |  |      | 349    |   |  |   | 1,134  |  
|                                    |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Total past due 30  89 days         |  |                        | 10,750 |   |      |   | 7,608  |      |  |   | 6,671  |   |  |      | 6,165  |   |  |   | 8,879  |  
|                                    |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Past due 90 days or more            |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Real estate mortgage loans          |  |                        | 8,929  |   |      |   | 8,621  |      |  |   | 8,832  |   |  |      | 8,135  |   |  |   | 6,735  |  
|Commercial loans                    |  |                        | 3,800  |   |      |   | 1,563  |      |  |   | 829    |   |  |      | 2,014  |   |  |   | 1,606  |  
|Consumer loans                      |  |                        | 3,057  |   |      |   | 1,809  |      |  |   | 1,353  |   |  |      | 1,428  |   |  |   | 1,998  |  
|                                    |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Total past due 90 days or more      |  |                        | 15,786 |   |      |   | 11,993 |      |  |   | 11,014 |   |  |      | 11,577 |   |  |   | 10,339 |  
|                                    |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Grand total                         |  | $                      | 26,536 |   |      | $ | 19,601 |      |  | $ | 17,685 |   |  | $    | 17,742 |   |  | $ | 19,218 |  
|                                    |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Delinquent loans to total loans (1) |  |                        | 1.13   | % |      |   | 1.07   | %    |  |   | 1.17   | % |  |      | 1.96   | % |  |   | 2.12   | %

---

|(1) | Total loans represent loans receivable, net of deferred fees and costs and less loans in process.
|--- | -------------------------------------------------------------------------------------------------



10



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Classified Assets.Federal regulations and the Companys internal policies require that an internal
asset classification system be used as a means of reporting problem and potential problem assets. In accordance with regulations, the Company currently classifies problem and potential problem assets as Substandard, Doubtful
or Loss assets. An asset is considered Substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those characterized by the
distinct possibility that some loss will be sustained if the deficiencies are not corrected. Assets classified as Doubtful have all of the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses present,
on the basis of currently existing facts, conditions and values, make the collection or liquidation in full highly questionable. Assets classified as Loss are those considered uncollectible and of such little value that their continuance as assets,
without the establishment of a specific loss allowance, is not warranted. Assets that do not currently possess a sufficient degree of risk to warrant classification in one of the aforementioned categories but possess weaknesses are required to be
designated Special Mention.

When the Company classifies one or more assets, or portions thereof, as Substandard or Doubtful, it is required by
policy to establish an allowance for probable loan losses in an amount deemed prudent by management as long as the loss of principal is probable and estimable. When one or more assets, or portions thereof, are classified as Loss, the Company is
required either to establish a specific allowance for losses equal to 100% of the amount of the assets so classified or to charge off such amount. A specific allowance may be established prior to the loan being charged off where there exist some
circumstances that make determining the amount of the loss difficult. Examples are a litigation process such as a foreclosure or bankruptcy that may get delayed and result in a lessening of collateral value due to physical deterioration. Additional
examples are potential recovery under an insurance claim, divorce, medical hardship, loss of employment, or death.

The Companys determination as to
the classification of its assets and the amount of its valuation allowances is subject to review by the Office of Thrift Supervision (OTS), which can order the establishment of additional general or specific loss allowances. The OTS has adopted an
interagency policy statement, which is consistent with the Securities and Exchange Commissions Staff Accounting Bulletin 102, on the allowance for loan and lease losses (ALLL). The policy statement provides guidance for financial institutions
on both the responsibilities of management for the assessment and establishment of prudent but not excessive ALLL in accordance with Generally Accepted Accounting Principles and guidance for banking agency examiners to use in determining the
adequacy of general valuation guidelines. Generally, the policy statement recommends that institutions have effective systems and controls to identify, monitor and address the ALLL; that management has analyzed and documented all significant factors
that affect the collectibility of the portfolio in a reasonable manner; and that management has established acceptable ALLL evaluation and disclosure processes that meet the objectives set forth in the policy statement. While management believes
that it has established an adequate allowance for probable loan losses, there can be no assurance that regulators, in reviewing the Companys loan portfolio, will not request a material change in the allowance for loan losses, thereby
significantly affecting the Companys financial condition and earnings at that time. Although management believes that adequate specific and general loan loss allowances have been established, future provisions are dependent upon future events
such as loan growth, portfolio diversification, changes in the borrowers financial condition and general economic trends, and as such, further additions to the level of specific and general loan loss allowances may become necessary.

Management reviews and classifies assets, in accordance with the guidelines described above, on a quarterly basis and the Board of Directors reviews the
results of the reports on a quarterly basis. At June 30, 2006, the Company had $24.6 million of assets designated as Special Mention, consisting primarily of commercial loans. At June 30, 2006, the Company had $22.0 million of assets
classified as Substandard, consisting primarily of commercial loans and one-to four-family residential loans. Assets classified as Doubtful at June 30, 2006, totaled $8.6 million consisting primarily of commercial loans and one-to four-family
residential loans. At June 30, 2006, loans classified as Loss totaled $40,000 and a specific allowance for losses equal to 100% of this amount was recorded at that date. At June 30, 2006, these classified assets totaled $55.2 million
compared with $45.3 million at June 30, 2005.

Managements quarterly review and classification of problem assets includes the identification of
significant potential problem loans where accrual of interest continues but the loan exhibits some type of weakness that could lead to nonaccrual classification in the future. Of these types of problem loans, there were $14.6 million classified as
Substandard and $1.3 million classified as Doubtful as of June 30, 2006.



11



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Nonperforming Assets.The following table sets forth information regarding nonperforming loans and
repossessed assets. It is generally the Companys policy to stop interest income accruals on loans more than 90 days past due when, in managements opinion, the collection of all or a portion of the loan principal has become doubtful and
to fully reverse all previously accrued interest income. At June 30 of each of the five years presented in the table below, there were no loans past due greater than 90 days and still accruing.



|                                                  |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|------------------------------------------------- |  | ---------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | - |  | ---- | ------ | - |  | - | ------ | -
|                                                  |  | At June 30,            |       
|                                                  |  | 2006                   |        |   | 2005 |   |        | 2004 |  |   | 2003   |   |  | 2002 |       
|                                                  |  | (Dollars in thousands) |       
|Nonperforming assets:                             |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Real estate mortgage loans                        |  | $                      | 9,353  |   |      | $ | 8,621  |      |  | $ | 8,832  |   |  | $    | 8,135  |   |  | $ | 6,735  |  
|Commercial loans                                  |  |                        | 3,800  |   |      |   | 1,563  |      |  |   | 829    |   |  |      | 2,014  |   |  |   | 1,606  |  
|Consumer loans                                    |  |                        | 3,057  |   |      |   | 1,809  |      |  |   | 1,353  |   |  |      | 1,428  |   |  |   | 1,998  |  
|                                                  |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Total nonaccrual loans                            |  |                        | 16,210 |   |      |   | 11,993 |      |  |   | 11,014 |   |  |      | 11,577 |   |  |   | 10,339 |  
|Troubled debt restructurings                      |  |                        | 561    |   |      |   | 612    |      |  |   | 625    |   |  |      | 1,202  |   |  |   | 1,319  |  
|                                                  |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Total nonperforming loans                         |  |                        | 16,771 |   |      |   | 12,605 |      |  |   | 11,639 |   |  |      | 12,779 |   |  |   | 11,658 |  
|Repossessed assets                                |  |                        | 3,924  |   |      |   | 3,006  |      |  |   | 3,004  |   |  |      | 995    |   |  |   | 908    |  
|                                                  |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Total nonperforming assets                        |  | $                      | 20,695 |   |      | $ | 15,611 |      |  | $ | 14,643 |   |  | $    | 13,774 |   |  | $ | 12,566 |  
|                                                  |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Nonperforming loans as a percent of total loans   |  |                        | 0.71   | % |      |   | 0.69   | %    |  |   | 0.78   | % |  |      | 1.42   | % |  |   | 1.28   | %
|Nonperforming assets as a percent of total assets |  |                        | 0.66   |   |      |   | 0.62   |      |  |   | 0.65   |   |  |      | 0.88   |   |  |   | 0.79   |  

Allowance for Loan Losses.The provision for loan losses represents the charge to income necessary
to adjust the allowance for loan losses to an amount that represents managements assessment of the estimated probable credit losses inherent in the loan portfolio that have been incurred at each balance sheet date. All lending activity
contains associated risks of loan losses. At June 30, 2006, the allowance for loan losses totaled $22.3 million or 0.95% of gross loans outstanding. Additionally, the allowance for loan losses as a percent of nonperforming loans was 133.1% at
June 30, 2006. Total net charge-offs for fiscal 2006 were $2.3 million. The provision for loan losses for fiscal 2006 was $5.9 million.

Management
analyzes the adequacy of the allowance for loan losses regularly through reviews of the performance of the loan portfolio considering economic conditions, changes in interest rates and the effect of such changes on real estate values and changes in
the amount and composition of the loan portfolio. The allowance for loan losses is a material estimate that is particularly susceptible to significant changes in the near term and is established through a provision for loan losses based on
managements evaluation of the risk inherent in the Companys loan portfolio and the general economy. Such evaluation, which includes a review of all loans for which full collectibility may not be reasonably assured, considers among other
matters, the estimated fair value of the underlying collateral, economic conditions, historical loan loss experience and other factors that management believes warrant recognition in providing for an appropriate allowance for loan losses.
Additionally, the Company utilizes an outside party to conduct an independent review of commercial and commercial real estate loans. Future additions to the allowance for loan losses will be dependent on these factors. Management believes that the
allowance for loan losses was appropriately stated at June 30, 2006. Based on the variables involved and the fact that management must make judgments about outcomes that are uncertain, the process of determining of the allowance for loan losses
is considered to be a critical accounting policy.



12



---

The following table sets forth activity in the allowance for loan losses for the periods
indicated.



|                                                                  |  |                                    |        |   |      |   |        |      |  |   |        |   |  |      |       |   |  |   |       |  
|----------------------------------------------------------------- |  | ---------------------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | - |  | ---- | ----- | - |  | - | ----- | -
|                                                                  |  | At or For the Years Ended June 30, |       
|                                                                  |  | 2006                               |        |   | 2005 |   |        | 2004 |  |   | 2003   |   |  | 2002 |      
|                                                                  |  | (Dollars in thousands)             |       
|Balance at beginning of period                                    |  | $                                  | 18,266 |   |      | $ | 16,528 |      |  | $ | 9,603  |   |  | $    | 9,456 |   |  | $ | 9,757 |  
|Provision for loan losses                                         |  |                                    | 5,875  |   |      |   | 3,509  |      |  |   | 4,896  |   |  |      | 2,864 |   |  |   | 2,990 |  
|Allowances acquired through merger                                |  |                                    | 525    |   |      |   |       |      |  |   | 4,506  |   |  |      |      |   |  |   |      |  
|Charge-offs:                                                      |  |                                    |        |   |      |   |        |      |  |   |        |   |  |      |       |   |  |   |       |  
|Real estate mortgage loans:                                       |  |                                    |        |   |      |   |        |      |  |   |        |   |  |      |       |   |  |   |       |  
|One-to four-family                                                |  |                                    | 812    |   |      |   | 962    |      |  |   | 1,649  |   |  |      | 1,084 |   |  |   | 2,326 |  
|Construction                                                      |  |                                    | 192    |   |      |   | 379    |      |  |   | 117    |   |  |      | 167   |   |  |   | 22    |  
|Commercial                                                        |  |                                    | 1,599  |   |      |   | 1,158  |      |  |   | 310    |   |  |      | 53    |   |  |   | 135   |  
|Consumer                                                          |  |                                    | 519    |   |      |   | 743    |      |  |   | 997    |   |  |      | 3,209 |   |  |   | 1,219 |  
|                                                                  |  |                                    |        |   |      |   |        |      |  |   |        |   |  |      |       |   |  |   |       |  
|Total charge-offs                                                 |  |                                    | 3,122  |   |      |   | 3,242  |      |  |   | 3,073  |   |  |      | 4,513 |   |  |   | 3,702 |  
|Recoveries:                                                       |  |                                    |        |   |      |   |        |      |  |   |        |   |  |      |       |   |  |   |       |  
|Real estate mortgage loans:                                       |  |                                    |        |   |      |   |        |      |  |   |        |   |  |      |       |   |  |   |       |  
|One-to four-family                                                |  |                                    | 71     |   |      |   | 106    |      |  |   | 332    |   |  |      | 64    |   |  |   | 245   |  
|Construction                                                      |  |                                    | 11     |   |      |   | 53     |      |  |   | 15     |   |  |      |      |   |  |   | 6     |  
|Commercial                                                        |  |                                    | 525    |   |      |   | 931    |      |  |   | 27     |   |  |      |      |   |  |   | 1     |  
|Consumer                                                          |  |                                    | 168    |   |      |   | 381    |      |  |   | 222    |   |  |      | 1,732 |   |  |   | 159   |  
|                                                                  |  |                                    |        |   |      |   |        |      |  |   |        |   |  |      |       |   |  |   |       |  
|Total recoveries                                                  |  |                                    | 775    |   |      |   | 1,471  |      |  |   | 596    |   |  |      | 1,796 |   |  |   | 411   |  
|                                                                  |  |                                    |        |   |      |   |        |      |  |   |        |   |  |      |       |   |  |   |       |  
|Net charge-offs                                                   |  |                                    | 2,347  |   |      |   | 1,771  |      |  |   | 2,477  |   |  |      | 2,717 |   |  |   | 3,291 |  
|                                                                  |  |                                    |        |   |      |   |        |      |  |   |        |   |  |      |       |   |  |   |       |  
|Balance at end of period                                          |  | $                                  | 22,319 |   |      | $ | 18,266 |      |  | $ | 16,528 |   |  | $    | 9,603 |   |  | $ | 9,456 |  
|                                                                  |  |                                    |        |   |      |   |        |      |  |   |        |   |  |      |       |   |  |   |       |  
|Allowance for loan losses as a percent of loans (1)               |  |                                    | 0.95   | % |      |   | 1.00   | %    |  |   | 1.10   | % |  |      | 1.07  | % |  |   | 1.04  | %
|Allowance for loan losses as a percent of nonperforming loans (2) |  |                                    | 133.08 | % |      |   | 144.91 | %    |  |   | 142.01 | % |  |      | 75.15 | % |  |   | 81.11 | %
|Net charge-offs as a percent of average loans                     |  |                                    | 0.12   | % |      |   | 0.11   | %    |  |   | 0.23   | % |  |      | 0.29  | % |  |   | 0.33  | %

---

|(1) | Loans represents loans receivable, net, excluding the allowance for loan losses.
|--- | --------------------------------------------------------------------------------

|(2) | Nonperforming loans represent nonaccrual loans and troubled debt restructurings.
|--- | --------------------------------------------------------------------------------



13



---

The following table sets forth the amount, percent of allowance for loan losses to total allowance and the percent of
loans to total loans in each of the categories listed at the dates indicated.



|                                |  |                        |        |                                      |       |   |                                               |       |   |        |   |                                      |  |       |                                              |  |       |        |  |                                      |        |  |                                              |   |  |       |  
|------------------------------- |  | ---------------------- | ------ | ------------------------------------ | ----- | - | --------------------------------------------- | ----- | - | ------ | - | ------------------------------------ |  | ----- | -------------------------------------------- |  | ----- | ------ |  | ------------------------------------ | ------ |  | -------------------------------------------- | - |  | ----- | -
|                                |  | At June 30,            |       
|                                |  | 2006                   |        |                                      | 2005  |   |                                               | 2004  |  
|                                |  | (Dollars in thousands) |       
|                                |  | Amount                 |        | Percent ofAllowance toTotalAllowance |       |   | Percent ofLoans in EachCategory toTotal Loans |       |   | Amount |   | Percent ofAllowanceTo TotalAllowance |  |       | Percent ofLoans inEachCategory toTotal Loans |  |       | Amount |  | Percent ofAllowanceto TotalAllowance |        |  | Percent ofLoans inEachCategory toTotal Loans |  
|One-to four-family loans        |  | $                      | 5,707  |                                      | 25.6  | % |                                               | 47.8  | % |        | $ | 4,867                                |  | 26.6  | %                                            |  | 44.0  | %      |  | $                                    | 6,445  |  | 39.0                                         | % |  | 53.4  | %
|Commercial loans                |  |                        | 14,309 |                                      | 64.1  | % |                                               | 36.4  | % |        |   | 11,828                               |  | 64.8  | %                                            |  | 39.1  | %      |  |                                      | 7,888  |  | 47.7                                         | % |  | 33.0  | %
|Consumer loans                  |  |                        | 2,303  |                                      | 10.3  | % |                                               | 15.8  | % |        |   | 1,571                                |  | 8.6   | %                                            |  | 16.9  | %      |  |                                      | 2,195  |  | 13.3                                         | % |  | 13.6  | %
|Unallocated                     |  |                        |       |                                      |      |   |                                               |      |   |        |   |                                     |  |      |                                              |  |      |        |  |                                      |       |  |                                             |   |  |      |  
|                                |  |                        |        |                                      |       |   |                                               |       |   |        |   |                                      |  |       |                                              |  |       |        |  |                                      |        |  |                                              |   |  |       |  
|Total allowance for loan losses |  | $                      | 22,319 |                                      | 100.0 | % |                                               | 100.0 | % |        | $ | 18,266                               |  | 100.0 | %                                            |  | 100.0 | %      |  | $                                    | 16,528 |  | 100.0                                        | % |  | 100.0 | %
|                                |  |                        |        |                                      |       |   |                                               |       |   |        |   |                                      |  |       |                                              |  |       |        |  |                                      |        |  |                                              |   |  |       |  



|                                |  |             |       |                                         |       |   |                                                  |       |   |        |   |                                         |  |       |                                                  |  |       |  
|------------------------------- |  | ----------- | ----- | --------------------------------------- | ----- | - | ------------------------------------------------ | ----- | - | ------ | - | --------------------------------------- |  | ----- | ------------------------------------------------ |  | ----- | -
|                                |  | At June 30, |      
|                                |  | 2003        |       |                                         | 2002  |  
|                                |  | Amount      |       | Percent of Allowance to Total Allowance |       |   | Percent of Loans in Each Category to Total Loans |       |   | Amount |   | Percent of Allowance to Total Allowance |  |       | Percent of Loans in Each Category to Total Loans | 
|One-to four family loans        |  | $           | 4,617 |                                         | 48.1  | % |                                                  | 64.2  | % |        | $ | 4,831                                   |  | 51.1  | %                                                |  | 69.2  | %
|Commercial loans                |  |             | 2,821 |                                         | 29.4  | % |                                                  | 17.8  | % |        |   | 2,518                                   |  | 26.6  | %                                                |  | 12.8  | %
|Consumer loans                  |  |             | 2,165 |                                         | 22.5  | % |                                                  | 18.0  | % |        |   | 2,107                                   |  | 22.3  | %                                                |  | 18.0  | %
|Unallocated                     |  |             |      |                                         |      |   |                                                  |      |   |        |   |                                        |  |      |                                                  |  |      |  
|                                |  |             |       |                                         |       |   |                                                  |       |   |        |   |                                         |  |       |                                                  |  |       |  
|Total allowance for loan losses |  | $           | 9,603 |                                         | 100.0 | % |                                                  | 100.0 | % |        | $ | 9,456                                   |  | 100.0 | %                                                |  | 100.0 | %
|                                |  |             |       |                                         |       |   |                                                  |       |   |        |   |                                         |  |       |                                                  |  |       |  

Real Estate Owned. At June 30, 2006, the Company owned 33 repossessed real estate owned
properties (REO) with a net book value of $3.9 million. When property is acquired through foreclosure or deed in lieu of foreclosure, it is initially recorded at the lower of the carrying value of the loan or the fair value of the related assets at
the date of foreclosure, less estimated costs to sell the property. Any initial loss is recorded as a charge to the allowance for loan losses before being transferred to REO. Thereafter, if there is a further deterioration in value, a specific
valuation allowance is established and charged to operations. The Company reflects costs to carry REO as period costs in operations when incurred.

Investment Activities

The Board of Directors approves the investment policies for the Company. The policies generally provide that
investment decisions will be made based on the safety of the investment, liquidity needs, interest rate risk characteristics and, to a lesser extent, potential return on the investments. The Board of Directors also monitors the investment activities
of the Company. In pursuing these objectives, management considers the ability of an investment to provide earnings consistent with factors of quality, maturity, marketability and risk diversification. Management evaluates all investment activities
for safety and soundness and adherence to policies. In accordance with these investment policies, the Company does not purchase mortgage-related securities that are deemed to be high risk, or purchase bonds that are not rated investment
grade.

Mortgage-backed securities are created by the pooling of mortgages and issuance of a security. Mortgage-backed securities typically represent a
participation interest in a pool of single-family or multifamily mortgages. Investments in mortgage-backed securities involve a risk that actual principal prepayments will be greater than estimated prepayments over the life of the security.
Prepayment estimates for mortgage-backed securities are prepared at purchase to ensure that prepayment assumptions are reasonable considering the underlying collateral for the mortgage-backed securities at issue and current mortgage interest rates
and to determine the yield and estimated maturity of the mortgage-backed security portfolio.



14



---

Prepayments that are faster than anticipated may shorten the life of the security and may result in faster amortization
of any premiums paid and thereby reduce the net yield on such securities. During periods of declining mortgage interest rates, refinancing generally increases and accelerates the prepayment of the underlying mortgages and the related security.

Securities.At June 30, 2006, the securities portfolio totaled $303 million. The following table sets forth the composition of
the securities portfolio in dollar amounts and in percentages at the dates indicated:



|                                                                    |  |                        |         |                  |        |   |        |      |                  |  |        |        |  |                  |         |  |        |  
|------------------------------------------------------------------- |  | ---------------------- | ------- | ---------------- | ------ | - | ------ | ---- | ---------------- |  | ------ | ------ |  | ---------------- | ------- |  | ------ | -
|                                                                    |  | At June 30,            |        
|                                                                    |  | 2006                   |         |                  | 2005   |   |        | 2004 |                 
|                                                                    |  | Amount                 |         | Percent of Total |        |   | Amount |      | Percent of Total |  |        | Amount |  | Percent of Total |        
|                                                                    |  | (Dollars in thousands) |        
|Securities available for sale:                                      |  |                        |         |                  |        |   |        |      |                  |  |        |        |  |                  |         |  |        |  
|U.S. government agencies and other government sponsored enterprises |  | $                      | 73,871  |                  | 24.38  | % |        | $    | 102,878          |  | 34.72  | %      |  | $                | 112,230 |  | 29.67  | %
|Obligations of states and political subdivisions                    |  |                        | 41,582  |                  | 13.72  | % |        |      | 25,128           |  | 8.48   | %      |  |                  | 26,789  |  | 7.08   | %
|Equity securities                                                   |  |                        | 3,845   |                  | 1.27   | % |        |      | 2,916            |  | 0.98   | %      |  |                  | 2,704   |  | 0.71   | %
|Trust preferred securities and corporate debt                       |  |                        | 17,938  |                  | 5.92   | % |        |      | 17,786           |  | 6.00   | %      |  |                  | 34,359  |  | 9.08   | %
|Asset-backed securities                                             |  |                        |        |                  |       |   |        |      |                 |  |       |        |  |                  | 2,519   |  | 0.67   | %
|Mutual funds                                                        |  |                        | 33,566  |                  | 11.08  | % |        |      | 32,745           |  | 11.05  | %      |  |                  | 48,369  |  | 12.79  | %
|Fannie Mae and Freddie Mac preferred stock                          |  |                        | 19,643  |                  | 6.48   | % |        |      | 17,443           |  | 5.89   | %      |  |                  | 19,394  |  | 5.13   | %
|                                                                    |  |                        |         |                  |        |   |        |      |                  |  |        |        |  |                  |         |  |        |  
|Total debt and equity securities                                    |  |                        | 190,445 |                  | 62.85  | % |        |      | 198,896          |  | 67.12  | %      |  |                  | 246,364 |  | 65.13  | %
|                                                                    |  |                        |         |                  |        |   |        |      |                  |  |        |        |  |                  |         |  |        |  
|Mortgage-backed securities and collateralized mortgage obligations  |  |                        | 112,549 |                  | 37.15  | % |        |      | 97,418           |  | 32.88  | %      |  |                  | 131,884 |  | 34.87  | %
|                                                                    |  |                        |         |                  |        |   |        |      |                  |  |        |        |  |                  |         |  |        |  
|Total securities available for sale                                 |  | $                      | 302,994 |                  | 100.00 | % |        | $    | 296,314          |  | 100.00 | %      |  | $                | 378,248 |  | 100.00 | %
|                                                                    |  |                        |         |                  |        |   |        |      |                  |  |        |        |  |                  |         |  |        |  



15



---

The table below sets forth certain information regarding the amortized cost, weighted average yields and contractual
maturities of the debt securities in the available for sale securities portfolio.

At June 30, 2006



|                                                                    |  |                        |        |                        |                                  |   |               |                                   |                      |  |                     |               |  |                      |        |  |               |   |                      |   |         |               |      |                      |  |   |         |  |      |  
|------------------------------------------------------------------- |  | ---------------------- | ------ | ---------------------- | -------------------------------- | - | ------------- | --------------------------------- | -------------------- |  | ------------------- | ------------- |  | -------------------- | ------ |  | ------------- | - | -------------------- | - | ------- | ------------- | ---- | -------------------- |  | - | ------- |  | ---- | -
|                                                                    |  | One Year or Less       |        |                        | More than One Year to Five Years |   |               | More than Five Years to Ten Years |                      |  | More than Ten Years |               |  | Total                |       
|                                                                    |  | AmortizedCost          |        | Weighted Average Yield |                                  |   | AmortizedCost |                                   | WeightedAverageYield |  |                     | AmortizedCost |  | WeightedAverageYield |        |  | AmortizedCost |   | WeightedAverageYield |   |         | AmortizedCost |      | WeightedAverageYield | 
|                                                                    |  | (Dollars in thousands) |       
|Debt securities available for sale:                                 |  |                        |        |                        |                                  |   |               |                                   |                      |  |                     |               |  |                      |        |  |               |   |                      |   |         |               |      |                      |  |   |         |  |      |  
|U.S. government agencies and other government sponsored enterprises |  | $                      | 14,993 |                        | 3.54                             | % |               | $                                 | 58,331               |  | 4.43                | %             |  | $                    | 2,000  |  | 5.94          | % |                      | $ |        |               |     |                      |  | $ | 75,324  |  | 4.29 | %
|Obligations of states and political subdivisions (1)                |  |                        | 1,656  |                        | 6.84                             | % |               |                                   | 13,002               |  | 5.75                | %             |  |                      | 4,386  |  | 5.09          | % |                      |   | 22,916  |               | 6.12 | %                    |  |   | 41,960  |  | 5.92 | %
|Trust preferred securities and corporate debt                       |  |                        |       |                        |                                 |   |               |                                   | 2,000                |  | 4.60                | %             |  |                      |       |  |              |   |                      |   | 15,458  |               | 6.35 | %                    |  |   | 17,458  |  | 6.15 | %
|Mortgage-backed securities and collateralized mortgage obligations  |  |                        |       |                        |                                 |   |               |                                   | 3,412                |  | 5.70                | %             |  |                      | 5,651  |  | 5.11          | % |                      |   | 106,788 |               | 5.08 | %                    |  |   | 115,851 |  | 5.10 | %
|                                                                    |  |                        |        |                        |                                  |   |               |                                   |                      |  |                     |               |  |                      |        |  |               |   |                      |   |         |               |      |                      |  |   |         |  |      |  
|Total debt securities available for sale                            |  | $                      | 16,649 |                        | 3.87                             | % |               | $                                 | 76,745               |  | 4.71                | %             |  | $                    | 12,037 |  | 5.24          | % |                      | $ | 145,162 |               | 5.38 | %                    |  | $ | 250,593 |  | 5.07 | %
|                                                                    |  |                        |        |                        |                                  |   |               |                                   |                      |  |                     |               |  |                      |        |  |               |   |                      |   |         |               |      |                      |  |   |         |  |      |  

---

|(1) | Rates on obligations of states and political subdivisions are fully taxable equivalent rates.
|--- | ---------------------------------------------------------------------------------------------



16



---

Sources of Funds

General.The Companys primary sources of funds are deposits, principal and interest payments on loans and securities, borrowings, repurchase agreements and funds generated from operations of the Bank. First Place
Bank also has access to advances from the Federal Home Loan Bank (FHLB). Contractual loan payments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general market
interest rates and economic conditions. Borrowings may be used on a short-term basis for liquidity purposes or on a long-term basis to fund asset growth.

Deposits.The Bank offers a variety of deposit accounts with a range of interest rates and terms consisting of savings, retail NOW accounts, business checking accounts, money market accounts and certificate of deposit
accounts. The Bank offers jumbo certificates and also offers Individual Retirement Accounts and other qualified plan accounts.

The Bank has a significant
portion of their deposits in core deposits. Management monitors activity on its core deposits and, based on historical experience and the current pricing strategy, believes it will continue to retain a large portion of such accounts. The Bank is not
limited with respect to the rates they may offer on deposit products. Management believes the Bank is competitive in the types of accounts and interest rates they have offered on their deposit products. Management regularly evaluates the internal
cost of funds, surveys rates offered by competitors, reviews cash flow requirements for lending and liquidity and executes rate changes when necessary as part of its asset/liability management, profitability and growth objectives.

The flow of deposits is influenced significantly by general economic conditions, changes in money market rates, prevailing interest rates and competition. The
Banks deposits are obtained predominantly from the areas in which its retail offices are located. The Bank relies primarily on customer service, long-standing relationships and other banking services, including loans, to attract and retain
these deposits. However, market interest rates and rates offered by competing financial institutions affect the Banks ability to attract and retain deposits. The Bank uses traditional means of advertising its deposit products, including radio
and print media. The Bank had a total of $76.7 million in brokered certificates of deposit on the books as of June 30, 2006. The Company considers brokered deposits to be a useful element of a diversified funding strategy and an alternative to
borrowings. Management regularly compares rates on brokered certificates of deposit with other funding sources in order to determine the best mix of funding sources balancing the costs of funding with the mix of maturities.

The following table presents the deposit activity for the periods indicated.



|                                                |  |                              |           |      |   |           |  |   |           |  
|----------------------------------------------- |  | ---------------------------- | --------- | ---- | - | --------- |  | - | --------- | -
|                                                |  | For the Years Ended June 30, |          
|                                                |  | 2006                         |           | 2005 |   | 2004      | 
|                                                |  | (In thousands)               |          
|Beginning balance                               |  | $                            | 1,709,339 |      | $ | 1,548,011 |  | $ | 1,108,450 |  
|Merger with Franklin Bancorp, Inc               |  |                              |          |      |   |          |  |   | 477,072   |  
|Merger with The Northern Savings & Loan Company |  |                              | 253,987   |      |   |          |  |   |          |  
|Net deposits (withdrawals)                      |  |                              | 54,165    |      |   | 132,332   |  |   | (62,789   | )
|Interest credited on deposit accounts           |  |                              | 43,256    |      |   | 28,996    |  |   | 25,278    |  
|                                                |  |                              |           |      |   |           |  |   |           |  
|Total increase in deposit accounts              |  |                              | 351,408   |      |   | 161,328   |  |   | 439,561   |  
|                                                |  |                              |           |      |   |           |  |   |           |  
|Ending balance                                  |  | $                            | 2,060,747 |      | $ | 1,709,339 |  | $ | 1,548,011 |  
|                                                |  |                              |           |      |   |           |  |   |           |  

Borrowings. The Bank obtains advances from the FHLB, which are collateralized by a blanket pledge of
one-to four-family mortgage loans, a blanket pledge of multifamily loans, a blanket pledge of commercial real estate loans, a pledge of specific securities and a pledge of the Banks stock in the FHLB. Funds are also obtained through reverse
repurchase agreements with primary broker/dealers and with certain business customers. Advances from the FHLB are made pursuant to several different credit programs, each of which has its own interest rate and maturity. The maximum amount that the
FHLB will advance to member institutions, including the Bank, for purposes of other than meeting withdrawals, fluctuates from time to time in accordance with the policies of the FHLB and collateral available to secure loans. At June 30, 2006,
the Banks FHLB advances totaled $604 million and the Bank had unused borrowing capacity of $131 million based on collateral pledged.

In September
2005, the Company formed an affiliated trust, First Place Capital Trust III (the Trust Affiliate) that issued $30.0 million of Guaranteed Capital Trust Securities. The Trust Affiliate used the equity capital from the Company and the proceeds of the
Guaranteed Capital Trust Securities to purchase $30.9 million in Junior Subordinated Deferrable Interest Debentures from the Company. The purpose of the borrowing was for general corporate purposes. The Trust Affiliate has no other operations. Based
on the structure, nature and purpose of the Trust Affiliate and the Companys other affiliated trusts, the Company has accounted for them using the equity method, and therefore they have not been included in the consolidated financial
statements. The Company has guaranteed the securities issued by the affiliated trusts; however, this guarantee is recorded as a liability of the Company in the form of the Junior Subordinated Deferrable Interest Debentures.



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The Company may continue to increase borrowings in the future to fund asset growth and, as a result, may experience an
increase in funding costs. Additional information concerning FHLB advances, reverse repurchase agreements and Junior Debentures is contained in the Companys 2006 Consolidated Financial Statements in Notes 10, 11 and 12, which are
included in Item 8 of this 10-K report.

During 2001, the Bank entered into interest rate swap agreements to assume fixed interest payments in
exchange for variable interest payments. The interest rate swaps, which are considered derivative instruments, were used by the Bank to mitigate the overall risk of increases in interest rates during the life of the swaps and were a component of the
asset/liability management strategy. These interest rate swaps were designated as cash flow hedges of certain FHLB advances. On August 9, 2002, First Place redeemed the interest rate swaps at a fair value of $12.6 million and dedesignated the
hedge relationship. The loss recorded in accumulated other comprehensive income at the time of the dedesignation totaled $8.2 million net of tax, and is being reclassified into interest expense over the remaining terms of the hedge periods. The
pre-tax amount reclassified into interest expense in fiscal year 2006 was $1.3 million. The pre-tax amount to be reclassified into interest expense in fiscal year 2007 is $0.9 million.

Personnel

As of June 30, 2006, the Company had approximately 753 full-time and 115 part-time employees. The
employees are not represented by a collective bargaining unit and the Company considers its relationship with its employees to be good.

FEDERAL AND
STATE TAXATION

Federal Taxation

General. The Company and all of its subsidiaries, except First Place Capital Trust, First Place Capital Trust II and First Place Capital Trust III, will file a consolidated tax return using a June 30 fiscal year-end.
First Place Capital Trust, First Place Capital Trust II and First Place Capital Trust III will file separate returns as trusts. The Company uses the accrual method of tax accounting and is subject to federal income taxation in the same manner as
other corporations with certain exceptions, including particularly the Banks reserve for bad debts discussed below. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of
the tax rules applicable to the Company.

Bad Debt Reserve. Historically, savings institutions such as the Bank that met certain definitional
tests primarily related to their assets and the nature of their business (qualifying thrifts) were permitted to establish a reserve for bad debts and to make annual additions thereto, which were deducted in arriving at taxable income.

In August 1996, provisions repealing the above thrift bad debt rules were passed by Congress as part of The Small Business Job Protection Act of
1996. These rules eliminated the percentage of taxable income method for making additions to the tax bad debt reserves for all thrifts for tax years beginning after December 31, 1995. For each taxable year beginning after
December 31, 1995, First Place Banks bad debt deduction has been equal to its net charge-offs.

The rules required that all thrift institutions
recapture their bad debt reserves that exceeded the balance in the base year, which was the last taxable year beginning before January 1, 1988. The Bank has paid taxes on the recaptured bad debt reserves that were recorded after
December 31, 1987. The unrecaptured base year reserves are not subject to recapture as long as the thrift continues to carry on the business of banking. Events that would result in taxation of these reserves include failure to qualify as a bank
for tax purposes, distributions in complete or partial liquidation, stock redemptions, excess distributions to shareholders or a change in federal tax law. Distributions to the Company paid out of the Banks current or accumulated earnings and
profits, as calculated for federal income tax purposes, will not be considered to result in a distribution from the Banks bad debt reserve. Any distributions in excess of current or accumulated earnings and profits of the Bank would reduce
amounts allocated to the Banks bad debt reserve and would create a tax liability for the Bank. The amount of additional taxable income created by such a distribution is an amount that, when reduced by the tax attributable to the income, is
equal to the amount of the distribution. Thus, if the Banks make a distribution that reduces the amount allocated to its bad debt reserve, then approximately one and one-half times the amount used would be includible in gross income for federal
income tax purposes, assuming a 35% corporate income tax rate (exclusive of state and local taxes). The Bank does not intend to make distributions that would result in a recapture of any portion of their bad debt reserve.

Corporate Alternative Minimum Tax. The Internal Revenue Code of 1986, as amended, imposes a tax on alternative minimum taxable income (AMTI) at
a rate of 20%. Only 90% of AMTI can be offset by net operating loss carryovers. However, as provided in the Job Creation and Worker Assistance Act of 2002, this 90% limitation does not apply to net operating losses originated in tax years ending
during calendar years 2001 and 2002. The Company currently has no net



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operating loss carryovers. AMTI is increased by an amount equal to 75% of the amount by which the Company adjusted
current earnings exceeds its AMTI (determined without regard to this preference and prior to reduction for net operating losses).

Dividends Received
Deduction and Other Matters. The Company may exclude from its income 100% of dividends received from First Place Bank, Northern or First Place Holdings, Inc. as members of the same affiliated group of corporations.

Ohio Taxation

Businesses in Ohio are generally subject to the Ohio
franchise tax and a tangible personal property tax. In addition, businesses that supply goods or some types of services to businesses or consumers as end users are responsible for collecting sales taxes and remitting those taxes to the appropriate
taxing authorities. Ohio passed significant tax legislation on June 30, 2005. That legislation went into effect July 1, 2005, although various provisions of that legislation become effective at various times or are phased in. It also
created a new commercial activity tax.

Franchise Tax - First Place Financial Corp. and First Place Holdings, Inc. are subject to the Ohio
corporation franchise tax liability, which, as applied to the Company, is a tax measured by both net income and net worth. In general, tax liability will be the greater of (i) 5.1% on the first $50,000 of computed Ohio taxable income and 8.5%
of computed Ohio taxable income in excess of $50,000 or (ii) 0.40% of taxable net worth. Under these alternative measures of computing tax liability, the states to which total net income and total net worth are apportioned or allocated are
determined by complex formulas. The minimum tax is either $50 or $1,000 per year based on the size of the corporation, and the maximum tax liability as measured by net worth is limited to $150,000 per year.

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

Certain holding companies, such as the Company, will qualify for complete exemption from the net worth tax if certain
conditions related to subsidiaries subject to Ohio taxation are met. The Company will most likely meet these conditions in calendar year 2006, and thus, calculate its Ohio franchise tax on the net income basis.

First Place Bank and Northern are financial institutions for State of Ohio tax purposes. As such, they are subject to the Ohio corporation franchise tax on financial
institutions, which is imposed annually at a rate of 1.3% of the Banks apportioned book net worth, determined in accordance with GAAP, less certain deductions. As financial institutions, First Place Bank and Northern are not
subject to any tax based upon net income or net profits imposed by the State of Ohio.

As a result of recent legislation, the franchise tax for
corporations other than financial institutions and their related affiliates will be phased out 20% per year over five years beginning with tax due for calendar 2006. The franchise tax for financial institutions and their related affiliates
remains unchanged by the recent legislation.

Tangible personal property tax  First Place Bank and Northern are not subject to the tangible
personal property tax in Ohio and the other affiliates do not have significant amounts of tangible personal property and typically pay less than $5,000 a year in the aggregate. The tangible personal property tax is being phased out 25% a year over
four years beginning in calendar 2006.

Commercial activity tax  As qualified exempt financial institutions, First Place Bank and Northern are
not subject to this tax. The tax is levied on gross receipts and went into effect July 1, 2005. Businesses with gross receipts up to $150,000 are not taxed. Businesses with gross receipts of $150,000 to $1,000,000 pay $150. Businesses with
gross receipts over $1,000,000 pay at the rate of 0.06% initially. That rate is phased in over several years and goes to a maximum of 0.26%.

Taxation
by States Other Than Ohio

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

Michigan - First Place Bank is subject to taxation in Michigan based on
income allocated to Michigan based on apportionment rules under the Michigan single business tax.

Pennsylvania - APB Financial Group, Ltd., and American
Pension Benefits, Inc. operate in Pennsylvania and are subject to Pennsylvania income tax.



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Indiana - First Place Bank has a loan production office in Carmel, Indiana, which is subject to apportioned income tax in
Indiana.

Municipal Taxation

First Place Bank and
Northern are exempt from municipal income taxes in Michigan and Ohio and Indiana. Other affiliates are subject to municipal income at varying rates in the cities in which they operate.

REGULATION AND SUPERVISION

General

First Place Bank and Northern (the Banks) are subject to extensive regulation, examination and supervision by the OTS, as its chartering agency, and the Federal Deposit Insurance Corporation (FDIC), as the deposit
insurer. The Banks are members of the FHLB System. The Banks deposit accounts are insured up to applicable limits by the FDIC through the Deposit Insurance Fund (DIF). The FDIC merged the Bank Insurance Fund (BIF) and the Savings Association
Insurance Fund (SAIF) to form the Deposit Insurance Fund (DIF) on March 31, 2006, in accordance with the recently passed Federal Deposit Insurance Reform Act of 2005. The Banks must file reports with the OTS and the FDIC concerning their
activities and financial condition in addition to obtaining regulatory approvals prior to entering into certain transactions such as mergers with, or acquisitions of, other financial institutions. There are periodic examinations by the OTS and the
FDIC to test the Banks compliance with various regulatory requirements. This regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of the
insurance fund and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the
classification of assets and the establishment of adequate allowances for loan losses for regulatory purposes. Various legislation including proposals to change substantially the financial institution regulatory system and to expand or contract the
powers of banking institutions and bank holding companies, is from time to time introduced in Congress. Any change in such law, regulation or policies, whether by the OTS, the FDIC or the Congress, could have a material adverse impact on the
Company, and the Banks and their operations. Under the holding company form of organization, the Company is also required to file certain reports with, and otherwise comply with the rules and regulations of the OTS and of the Securities and Exchange
Commission (SEC) under the federal securities laws.

Certain of the regulatory requirements applicable to the Company and the Banks are referred to below.
However, the description of statutory provisions and regulations applicable to savings institutions and their holding companies set forth in this Form 10-K does not purport to be a complete description of such statutes and regulations and their
effects on the Banks and/or the Company.

Federal Savings Institution Regulation

Business Activities. The activities of federal savings institutions are governed by the Home Owners Loan Act, as amended (HOLA) and, in certain respects, the Federal Deposit Insurance Act (FDI Act)
and the regulations issued by the agencies to implement these statutes. These laws and regulations delineate the nature and extent of the activities in which federal associations may engage. In particular, many types of lending authority for federal
associations, for example, commercial, non-residential real property loans and consumer loans, are limited to a specified percentage of the institutions capital or assets.

Loans-to-One Borrower. Under HOLA, savings institutions are generally subject to the national bank limit on loans to one borrower. Generally, this limit is 15% of a banks unimpaired capital and
surplus, plus an additional 10% of unimpaired capital and surplus, if such loan is secured by readily marketable collateral, which is defined to include certain financial instruments. At June 30, 2006, the Banks were in compliance with this
regulation.

Qualified Thrift Lender Test. To be a qualified thrift lender (QTL), an institution must either meet the HOLA QTL test or the
Internal Revenue Code Domestic Building and Loan Association test. Under the QTL test, an institution must hold qualified thrift investments (QTI) equal to at least 65 percent of its portfolio assets. Portfolio assets are total assets minus goodwill
and other intangible assets, office property, and specified liquid assets not exceeding 20 percent of total assets. QTI are primarily residential mortgages and related investments, including certain residential mortgage-backed and related
securities. An institution must meet the test at least nine out of the last twelve months to maintain its QTL status. A savings association that fails the QTL test must either convert to a bank charter or operate under certain restrictions. As of
June 30, 2006, the Banks met the QTL test.



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Limitation on Capital Distributions. OTS regulations impose limitations upon all capital distributions by
savings institutions, such as cash dividends, payments to repurchase or otherwise acquire its shares, payments to shareholders of another institution in a cash-out merger and other distributions charged against capital. The rule establishes three
tiers of institutions, which are based primarily on an institutions capital level. An institution that exceeds all fully phased-in capital requirements before and after a proposed capital distribution (Tier 1 Bank) and that has not been
advised by the OTS that it is in need of more than normal supervision, could, after prior notice, but without obtaining approval of the OTS, make capital distributions during a calendar year equal to the greater of (i) 100% of its net earnings
to date during the calendar year plus the amount that would reduce by one-half its surplus capital ratio (the excess capital over its fully phased-in capital requirements) at the beginning of the calendar year or (ii) 75% of its net
earnings for the previous four quarters. Any additional capital distributions would require prior regulatory approval. In the event the Banks capital fell below its regulatory requirements or the OTS notified it that it was in need of more
than normal supervision, the Banks ability to make capital distributions could be restricted. In addition, the OTS could prohibit a proposed capital distribution by any institution, which would otherwise be permitted by the regulation, if the
OTS determines that such distribution would constitute an unsafe or unsound practice. At June 30, 2006, the Banks were classified as Tier 1 Banks.

Under OTS capital distribution regulations, an application to and the prior approval of the OTS is required before an institution makes a capital distribution if (1) the institution does not meet certain criteria for expedited
treatment for applications under the regulations, (2) the total capital distributions by the institution for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years,
(3) the institution would be undercapitalized following the distribution or (4) the distribution would otherwise be contrary to a statute, regulation or agreement with the OTS. If an application is not required, the institution may still
need to give advance notice to the OTS of the capital distribution.

Liquidity. Current regulation requires that the Banks maintain
sufficient liquidity to assure safe and sound operation. As this is a subjective requirement, management monitors its cash needs on a daily basis. At June 30, 2006, management considered the liquidity position of the Banks to be adequate to
meet operating needs.

Assessments. Savings institutions are required by regulation to pay assessments to the OTS to fund the agencys
operations. The general assessment, paid on a semi-annual basis, is based upon the savings institutions total assets, including consolidated subsidiaries, as reported in the latest quarterly Thrift Financial Report, its condition and the
complexity of its portfolio and operations. At June 30, 2006, the Banks were current on all assessments due to the OTS.

Branching. OTS
regulations permit federally-chartered savings associations to branch nationwide under certain conditions. Generally, federal savings associations may establish interstate networks and geographically diversify their loan portfolios and lines of
business. The OTS authority preempts any state law purporting to regulate branching by federal savings associations.

Transactions with Related
Parties. The authority of the Banks to engage in transactions with related parties or affiliates (i.e., any company that controls or is under common control with an institution, including the Company and any non-savings
institution subsidiaries that the Company may establish) is limited by Sections 23A and 23B of the Federal Reserve Act (FRA). Section 23A restricts the aggregate amount of covered transactions with any individual affiliate to 10% of the capital
and surplus of the savings institution and also limits the aggregate amount of transactions with all affiliates to 20% of the savings institutions capital and surplus. Certain transactions with affiliates are required to be secured by
collateral in an amount and of a type described in Section 23A and the purchase of low quality assets from affiliates is generally prohibited. Section 23B generally requires that certain transactions with affiliates, including loans and
asset purchases, must be on terms and under circumstances, including credit standards, that are substantially the same or at least as favorable to the institution as those prevailing at the time for comparable transactions with non-affiliated
companies. A savings association also is prohibited from extending credit to any affiliate engaged in activities not permitted for a bank holding company and may not purchase the securities of an affiliate (other than a subsidiary).

Section 22(h) of the FRA restricts a savings association with respect to loans to directors, executive officers and principal stockholders. Under
Section 22(h), loans to directors, executive officers and stockholders who control, directly or indirectly, 10% or more of voting securities of a savings association, and certain related interests of any of the foregoing, may not exceed,
together with all other outstanding loans to such persons and affiliated entities, the savings associations total unimpaired capital and unimpaired surplus. Section 22(h) also prohibits loans above amounts prescribed by the appropriate
federal banking agency to directors, executive officers, and stockholders who directly or indirectly control 10% or more of voting securities of a stock savings association, and their respective related interests, unless such loan is approved in
advance by a majority of the board of directors of the savings association. Any interested director may not participate in the voting. The loan amount (which includes all other outstanding loans to such person) as to which such prior
board of director approval is required, is the greater of $25,000 or 5% of capital and surplus. Furthermore, any loan, when aggregated with all other



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extensions of credit to that person, which exceeds $500,000, must receive prior approval by the board.Further,
pursuant to Section 22(h), loans to directors, executive officers and principal stockholders must be made on terms substantially the same as offered in comparable transactions to other persons except for extensions of credit made pursuant to a
benefit or compensation program that is widely available to the institutions employees and does not give preference to insiders over other employees. Section 22(g) of the FRA places additional limitations on loans to executive officers.

Enforcement. Under the FDI Act, the OTS has primary enforcement responsibility over savings institutions and has the authority to bring
action against all institution-affiliated parties, including stockholders, and any attorneys, appraisers or accountants who knowingly or recklessly participate in a wrongful action likely to have an adverse effect on an insured
institution. Formal enforcement action may range from the issuance of a supervisory directive or cease and desist order to removal of officers or directors, receivership, conservatorship or termination of deposit insurance. Civil penalties apply to
a wide range of violations and can amount to $25,000 per day, or $1 million or 1% of total assets, whichever is less per day in especially egregious cases. Under the FDI Act, the FDIC has the authority to recommend to the Director of the OTS that
enforcement action be taken with respect to a particular savings institution. If action is not taken by the Director, the FDIC has authority to take such action under certain circumstances. Federal and state law also establishes criminal penalties
for certain violations.

Standards for Safety and Soundness. The FDI Act requires each federal banking agency to prescribe for all insured
depository institutions standards relating to, among other things, internal controls, information systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, compensation, fees and benefits and such
other operational and managerial standards as the agency deems appropriate. The federal banking agencies have adopted final regulations and Interagency Guidelines Establishing Standards for Safety and Soundness (Guidelines) to implement these safety
and soundness standards. The Guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. The Guidelines address
internal controls and information systems; internal audit system; credit underwriting; loan documentation; interest rate risk exposure; asset growth; asset quality; earnings; compensation, fees and benefits. If the appropriate federal banking agency
determines that an institution fails to meet any standard prescribed by the Guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard, as required by the FDI Act. The final
regulations establish deadlines for the submission and review of such safety and soundness compliance plans.

Capital Requirements. The OTS
capital regulations require savings institutions to meet three capital standards: a 1.5% tangible capital standard, a 4% leverage (core capital) standard and an 8% risk-based capital standard. However, the minimum leverage standard is decreased to
3% for institutions with the highest rating on the CAMELS financial institutions rating system. In addition, the prompt corrective action standards discussed below also establish, in effect, a minimum 2% tangible capital standard, a 4% leverage
(core capital) standard (3% for institutions receiving the highest CAMELS rating), and, together with the risk-based capital standard itself, a 4% Tier I risk-based capital standard. Core capital is defined as common stockholders equity
(including retained earnings), certain non-cumulative perpetual preferred stock and related surplus, minority interests in equity accounts of consolidated subsidiaries less intangibles other than certain mortgage servicing rights and credit card
relationships. The OTS regulations require that, in meeting the leverage, tangible and risk-based capital standards, institutions generally must deduct investments in and loans to subsidiaries engaged in activities not permissible for a national
bank.

The risk-based capital standard for savings institutions requires the maintenance of total capital (which is defined as core capital and
supplementary capital) to risk-weighted assets of 8%. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight of 0% to 100%, as assigned by OTS capital regulation
based on the risks OTS believes are inherent in the type of asset. The components of core capital are equivalent to those discussed earlier under the 3% leverage standard. The components of supplementary capital currently include cumulative
preferred stock, long-term perpetual preferred stock, mandatory convertible securities, subordinated debt and intermediate preferred stock and, within specified limits, the allowance for loan losses. Overall, the amount of supplementary capital
included as part of total capital cannot exceed 100% of core capital.

The OTS regulatory capital requirements also incorporate an interest rate risk
component. Savings institutions with above normal interest rate risk exposure are subject to a deduction from total capital for purposes of calculating their risk-based capital requirements. A savings institutions interest rate
risk is measured by the decline in the net portfolio value of its assets (i.e., the difference between incoming and outgoing discounted cash flows from assets, liabilities and off-balance sheet contracts) that would result from a hypothetical 200
basis point increase or decrease in market interest rates divided by the estimated economic value of the institutions assets, as calculated in accordance with guidelines set forth by the OTS. A savings institution whose measured interest rate
risk exposure exceeds 2% must deduct an amount equal to one-half of the difference between the institutions measured interest rate risk and 2%, multiplied by the estimated economic value of the institutions total assets. That dollar
amount is deducted from an institutions total capital in calculating compliance with its



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risk-based capital requirement. Under the rule, there is a two quarter lag between the reporting date of an
institutions financial data and the effective date for the new capital requirement based on that data. A savings institution with assets of less than $300 million and risk-based capital ratios in excess of 12% is not subject to the interest
rate risk component, unless the OTS determines otherwise. The Director of the OTS may waive or defer a savings institutions interest rate risk component on a case-by-case basis. For the present time, the OTS has deferred implementation of the
interest rate risk component.

Prompt Corrective Regulatory Action.Under the OTS prompt corrective action regulations, the OTS is required
to take certain supervisory actions against undercapitalized institutions, the severity of which depends upon the institutions degree of capitalization. Generally, a savings institution that has a total risk-based capital ratio of less than
8.0% or a leverage ratio or a Tier 1 risk-based capital ratio that is less than 4.0% is considered to be undercapitalized. A savings institution that has a total risk-based capital ratio less than 6.0%, a Tier 1 risk-based capital ratio or a
leverage ratio that is less than 3.0% is considered to be significantly undercapitalized and a savings institution that has a tangible capital to assets ratio equal to or less than 2.0% is deemed to be critically
undercapitalized. Subject to a narrow exception, the banking regulator is required to appoint a receiver or conservator for an institution that is critically undercapitalized. The regulation also provides that a capital restoration plan must
be filed with the OTS within 45 days of the date an association receives notice that it is undercapitalized, significantly undercapitalized or critically undercapitalized. Compliance with the plan must be
guaranteed by any parent holding company. In addition, numerous mandatory supervisory actions may become immediately applicable to the institution depending upon its category, including, but not limited to, increased monitoring by regulators,
restrictions on growth and capital distributions and limitations on expansion. The OTS could also take any one of a number of discretionary supervisory actions, including the issuance of a capital directive and the replacement of senior executive
officers and directors.

At June 30, 2006, the Banks were considered well capitalized under the regulatory framework for prompt corrective action.

Insurance of Deposit Accounts.The FDIC has adopted a risk-based insurance assessment system. The FDIC assigns an institution to one of
three capital categories based on the institutions financial information, as of the reporting period ending seven months before the assessment period, consisting of (1) well capitalized, (2) adequately capitalized or
(3) undercapitalized, and one of three supervisory subcategories within each capital group. The supervisory subgroup to which an institution is assigned is based on a supervisory evaluation provided to the FDIC by the institutions primary
federal regulator and information that the FDIC determines to be relevant to the institutions financial condition and the risk posed to the deposit insurance funds. An institutions assessment rate depends on the capital category and
supervisory category to which it is assigned. Assessment rates for DIF member institutions currently range from 0 basis points to 27 basis points. The FDIC is authorized to raise the assessment rates in certain circumstances. The FDIC has exercised
this authority several times in the past and may raise insurance premiums in the future. If the FDIC takes such action, it could have an adverse effect on the earnings of the Company.

In addition to the assessment for deposit insurance, institutions are required to pay on bonds issued in the late 1980s by the Financing Corporation (FICO) to recapitalize the predecessor to the SAIF (now a
predecessor to the DIF).

The Banks assessment rates for the year ended June 30, 2006 were both zero basis points and all premiums paid for this
period were payments on the FICO bonds, which amounted to $226 thousand. A significant increase in DIF insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Banks. Under the FDI Act,
insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule,
order or condition imposed by the FDIC or the OTS. The management of the Company does not know of any practice, condition or violation that might lead to termination of deposit insurance.

Community Reinvestment Act.Under the Community Reinvestment Act, as amended (CRA), as implemented by OTS regulations, a savings association has a
continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or
programs for financial institutions nor does it limit an institutions discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the OTS, in
connection with its examination of a savings institution, to assess the institutions record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution. The
Financial Institutions Reform Recovery & Enforcement Act (FIRREA) amended the CRA to require the OTS to provide a written evaluation of an institutions CRA performance utilizing a four-tiered descriptive rating system, which replaced
the five-tiered numerical rating system. The Banks latest CRA ratings received from the OTS were both Satisfactory.



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Federal Home Loan Bank System.The Banks are members of the FHLB System, which consists of 12 regional
FHLBs. The FHLB provides a central credit facility primarily for member institutions. FHLB programs provide members with a readily available, competitively-priced source of funding, which can be used for a wide array of asset/liability management
purposes. As members of the FHLB, the Banks are required to acquire and hold shares of capital stock in the FHLB in an amount at least equal to 1% of the aggregate principal amount of its unpaid residential mortgage loans and similar obligations at
the beginning of each year, or 5% of its advances (borrowings) from the FHLB or $500, whichever is greater. The Banks were in compliance with this requirement at June 30, 2006. FHLB advances must be secured by specified types of collateral.

The FHLBs are required to provide funds for the resolution of insolvent thrifts and to contribute funds for affordable housing programs. These
requirements could reduce the amount of dividends that the FHLBs pay to their members and could also result in the FHLBs imposing a higher rate of interest on advances to their members. If dividends were reduced, the Companys net interest
income would likely also be reduced. Further, there can be no assurance that the impact of recent or future legislation on the FHLBs will not also cause a decrease in the value of the FHLB stock held by the Banks.

Federal Reserve System.The Federal Reserve Board regulations require savings institutions to maintain non-interest-earning reserves against their
transaction accounts. The Federal Reserve Board regulations generally require that reserves be maintained against aggregate transaction accounts as follows: for accounts aggregating $47.6 million or less (subject to adjustment by the Federal Reserve
Board) the reserve requirement is 3%; and for accounts greater than $47.6 million, the reserve requirement is $1.218 million plus 10% (subject to adjustment by the Federal Reserve Board between 8% and 14%) against that portion of total transaction
accounts in excess of $47.6 million. The first $7.0 million of otherwise reservable balances (subject to adjustment by the Federal Reserve Board) are exempted from the reserve requirements. At June 30, 2006, First Place Bank and Northern were
in compliance with the foregoing requirements. Because required reserves must be maintained in the form of either vault cash, a non-interest-bearing account at a Federal Reserve Bank or a pass-through account as defined by the Federal Reserve Board,
the effect of this reserve requirement is to reduce the Companys interest-earning assets. FHLB System members are also authorized to borrow from the Federal Reserve discount window, but Federal Reserve Board regulations require
institutions to exhaust all FHLB sources before borrowing from a Federal Reserve Bank.

Holding Company Regulation.The Company is a
non-diversified unitary savings and loan holding company within the meaning of the HOLA. As such, the Company is subject to OTS regulations, examinations, supervision and reporting requirements. In addition, the OTS has enforcement authority over
the Company and its non-savings institution subsidiaries. Among other things, this authority permits the OTS to restrict or prohibit activities that are determined to be a serious risk to the subsidiary savings institution.

As a unitary savings and loan holding company, the Company is subject to extensive limitations on the types of business activities in which it can engage. The HOLA
limits the activities of a unitary savings and loan holding company and its non-insured institution subsidiaries primarily to activities permissible for bank holding companies under Section 4(c)(8) of the Bank Holding Company Act, as amended,
subject to the prior approval of the OTS, and to other activities authorized by OTS regulations.

The HOLA prohibits a savings and loan holding company,
directly or indirectly, or through one or more subsidiaries or through one or more transactions, from acquiring or retaining, by purchase or otherwise, more than 5% of the voting stock of a savings association or of a savings and loan holding
company (of which neither were already subsidiaries) except with the prior written approval of the Director of the OTS. The HOLA also prohibits a savings and loan holding company from acquiring more than 5% of a company engaged in activities other
than those authorized for savings and loan holding companies by the HOLA; or acquiring or retaining control of a depository institution that is not insured by the FDIC. In evaluating applications by holding companies to acquire savings institutions,
the OTS must consider the financial and managerial resources and future prospects of the holding company and the potential effect on the acquiree savings institution involved, the effect of the acquisition on the risk to the insurance funds, the
convenience and needs of the community and certain competitive factors.

Federal Securities Laws.The Companys Common Stock has been
registered with the SEC under the Securities Exchange Act of 1934, as amended, (Exchange Act). The Company is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Exchange Act.



24



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Financial Modernization Act of 1999.The Gramm-Leach-Bliley Financial Modernization Act of 1999
(Modernization Act) was enacted on November 12, 1999. The Modernization Act:



| |  |  | allows bank holding companies meeting management, capital and Community Reinvestment Act standards to engage in a substantially broader range of nonbanking activities than was
permissible prior to enactment, including insurance underwriting and making merchant banking investments in commercial and financial companies;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | allows insurers and other financial services companies to acquire banks;
| | - |  | ------------------------------------------------------------------------



| |  |  | removes various restrictions that applied to bank holding company ownership of securities firms and mutual fund advisory companies; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | establishes the overall regulatory structure applicable to bank holding companies that also engage in insurance and securities operations.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------

These parts of the Modernization Act became effective on March 11, 2000. The Modernization Act also modified other current financial laws, including laws related to
financial privacy and community reinvestment. The financial privacy provisions generally prohibit financial institutions, including the Company and the Bank, from disclosing nonpublic personal financial information to nonaffiliated third parties
unless customers have the opportunity to opt out of the disclosure. Further, the statute requires explanations to consumers on policies and procedures regarding the disclosure of such nonpublic personal information, and the statute
affects how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.

International Money
Laundering Abatement and Financial Anti-Terrorism Act of 2001.The USA Patriot Act of 2001 was enacted on October 26, 2001 and was renewed in substantially the same form on March 9, 2006. This act contains the International Money
Laundering Abatement and Financial Anti-Terrorism Act of 2001 (the IMLAFA). The IMLAFA contains anti-money laundering measures affecting insured depository institutions, broker-dealers and certain other financial institutions. The IMLAFA requires
U.S. financial institutions to adopt new policies and procedures to combat money laundering and grants the Secretary of the Treasury broad authority to establish regulations and to impose requirements and restrictions on financial institutions
operations.

Sarbanes-Oxley Act of 2002.On July 30, 2002, President George W. Bush signed into law the Sarbanes-Oxley Act of 2002. The
Sarbanes-Oxley Act implements a broad range of corporate governance and accounting measures for public companies designed to promote honesty, transparency and timeliness in reporting and better protect investors from the type of corporate wrongdoing
that occurred at Enron, WorldCom and similar companies. The Sarbanes-Oxley Act applies generally to all companies, both U.S. and non-U.S., that file or are required to file periodic reports with the SEC, under the Exchange Act.

The Sarbanes-Oxley Act includes very specific additional disclosure requirements and new corporate governance rules, requires the SEC and securities exchanges to adopt
extensive additional disclosure, corporate governance and other related rules and mandates further studies of specified issues by the SEC and the Comptroller General. The Sarbanes-Oxley Act represents significant federal involvement in matters
traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its
committees. Additionally, the Sarbanes-Oxley Act includes the following:



| |  |  | the creation of an independent accounting oversight board;
| | - |  | ----------------------------------------------------------



| |  |  | auditor independence provisions, which restrict non-audit services that accountants may provide to their audit clients;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | additional corporate governance and responsibility measures, including the requirement that the chief executive officer and chief financial officer certify financial statements;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a requirement that management report on the effectiveness of internal controls over financial reporting and that auditors opine on managements evaluation of internal controls
(first required to be implemented at the Company during fiscal 2005);
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuers securities by directors and senior officers in the 12 month period
following initial publication of any financial statements that later require restatement;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase in the oversight of, and enhancement of certain requirements relating to audit committees of public companies and how they interact with their independent auditors;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a requirement that audit committee members must be independent and are absolutely barred from accepting consulting, advisory or other compensatory fees from the issuer;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25



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| |  |  | a requirement that companies disclose whether at least one member of the committee is an audit committee financial expert (as such term will be defined by the SEC) and
if not, why not;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | expanded disclosure requirements for corporate insiders, including accelerated reporting of stock transactions by insiders and a prohibition on insider trading during pension
blackout periods;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a prohibition on personal loans to directors and officers, except certain loans made by insured financial institutions;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | disclosure of a code of ethics and filing a Form 8-K for a change or waiver of such code;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | mandatory disclosure by analysts of potential conflicts of interest; and
| | - |  | ------------------------------------------------------------------------



| |  |  | a range of enhanced penalties for fraud and other violations.
| | - |  | -------------------------------------------------------------

The SEC
has been delegated the task of enacting rules to implement various provisions with respect to, among other matters, disclosure in periodic filings pursuant to the Exchange Act. To date, the SEC has implemented some of the provisions of the
Sarbanes-Oxley Act. However, the SEC continues to issue final rules, reports, and press releases. As the SEC provides new requirements, we review those rules and comply as required.

Furthermore, the National Association of Securities Dealers (NASD) has also implemented corporate governance rules, which implement the mandates of the Sarbanes-Oxley Act. The NASD rules include, among other things,
ensuring that a majority of the board of directors are independent of management, establishing and publishing a code of conduct for directors, officers and employees and requiring stockholder approval of all new stock option plans and all material
modifications. These rules affect the Company because its common stock is listed on the NASDAQ under the symbol FPFC.

Thrift
Rechartering Legislation. Various proposals to eliminate the federal thrift charter, create a uniform financial institutions charter and abolish the OTS have been introduced in past sessions of Congress. The Company is unable to predict
whether such legislation would be enacted or the extent to which the legislation would restrict or disrupt its operations.

Item 1A. Risk Factors

The Companys business is subject to interest rate risk and variations in market interest rates may negatively affect its financial performance

The Company is unable to accurately predict future market interest rates, which are affected by many factors, including: inflation; recession; changes
in employment levels; changes in the money supply; and domestic and international disorder and instability in domestic and foreign financial markets. Changes in the interest rate environment may reduce the Companys profits. The Company expects
that it will continue to realize income from the differential or spread between the interest earned on loans, securities and other interest-earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities.
Net interest spreads are affected by the difference between the maturities and repricing characteristics of interest-earning assets and interest-bearing liabilities. In addition, residential mortgage loan volumes are affected by market interest
rates on loans; rising interest rates generally are associated with a lower volume of loan originations while falling interest rates are usually associated with higher loan originations. Conversely, in rising interest rate environments, loan
repayment rates will decline, and in falling interest rate environments, loan repayment rates will increase. In addition, an increase in the general level of interest rates may adversely affect the ability of some borrowers to pay the interest on
and principal of their obligations, especially borrowers with loans that have adjustable rates of interest. Changes in interest rates also significantly impact the valuation of the Companys mortgage servicing rights and loans held for sale.
Both of these assets are carried at the lower of cost or market. As interest rates decline and mortgage loans prepay faster, mortgage servicing rights will generally decline in value. At June 30, 2006, the Company had servicing rights of $16.2
million, which is net of an impairment allowance of $0.1 million. Changes in mortgage prepayments, interest rates and other factors can cause the value of this asset to decrease rapidly over a short period of time. Changes in interest rates,
prepayment speeds and other factors may also cause the value of the Companys loans held for sale to change. At June 30, 2006, the Company had $154.8 million of loans classified as held for sale. When interest rates rise, the cost of
borrowing increases. Accordingly, changes in levels of market interest rates could materially and adversely affect the Companys net interest spread, loan volume, asset quality, levels of prepayments, value of mortgage servicing rights, loans
held for sale and cash flows as well as the market value of its securities portfolio and overall profitability.



26



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The Companys allowance for loan losses may not be adequate to cover actual losses

The Company maintains an allowance for loan losses to provide for loan defaults and non-performance. The Companys allowance for loan losses may not be adequate to
cover actual loan losses, and future provisions for loan losses could materially and adversely affect the Companys operating results. The Companys allowance for loan losses is based on its historical loss experience, as well as an
evaluation of the risks associated with its loans held for investment. The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, that may be beyond the Companys
control, and these losses may exceed current estimates. Federal regulatory agencies, as an integral part of their examination process, review the Companys loans and allowance for loan losses. While the Company believes that its allowance for
loan losses is adequate to cover current losses, the Company cannot provide assurance that the Company will not need to increase its allowance for loan losses or that regulators will not require it to increase this allowance. Either of these
occurrences could materially and adversely affect the Companys earnings and profitability. The Company seeks to mitigate the risks inherent in its loan portfolio by adhering to specific underwriting practices. These practices include analysis
of a borrowers prior credit history, financial statements, tax returns and cash flow projections, valuation of collateral based on reports of independent appraisers and verification of liquid assets. Although the Company believes that its
underwriting criteria are appropriate for the various kinds of loans it makes, the Company may incur losses on loans that meet its underwriting criteria, and these losses may exceed the amounts set aside as reserves in its allowance for loan losses.

Changes in economic conditions, particularly an economic slowdown in Ohio and Michigan, could hurt the Companys business

The Companys business is directly affected by political and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in
governmental monetary and fiscal policies and inflation, all of which are beyond its control. A deterioration in economic conditions, in particular an economic slowdown within Ohio and Michigan, could result in the following consequences, any of
which could hurt the Companys business materially: loan delinquencies may increase; problem assets and foreclosures may increase; demand for the Companys products and services may decline; and collateral for loans made by the Company,
especially real estate, may decline in value, in turn reducing a clients borrowing power, and reducing the value of assets and collateral associated with the Companys loans held for investment.

The Company faces strong competition from other financial institutions, financial service companies and other organizations offering services similar to those offered
by it, which could result in the Company not being able to grow its loan and deposit businesses

The Company conducts its business operations primarily
in Northeastern Ohio and Southeastern Michigan. Increased competition within these markets may result in reduced loan originations and deposits. Ultimately, the Company may not be able to compete successfully against current and future competitors.
Many competitors offer the types of loans and banking services that the Company offers. These competitors include other savings associations, national banks, regional banks and other community banks. The Company also faces competition from many
other types of financial institutions, including finance companies, brokerage firms, insurance companies, credit unions, mortgage banks and other financial intermediaries. In particular, the Companys competitors include national banks and
major financial companies whose greater resources may afford them a marketplace advantage by enabling them to maintain numerous banking locations and mount extensive promotional and advertising campaigns. Additionally, banks and other financial
institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits and are thereby able to serve the credit needs of larger clients. These institutions, particularly to the
extent they are more diversified than the Company, may be able to offer the same loan products and services that the Company offers at more competitive rates and prices. If the Company is unable to attract and retain banking clients, it may be
unable to continue its loan and deposit growth and its business, financial condition and prospects may be negatively affected.

The Company relies, in
part, on external financing to fund its operations and the unavailability of such funds in the future could adversely impact its growth strategy and prospects

The Company relies on deposits, advances from the Federal Home Loan Bank of Cincinnati and other borrowings to fund its operations. The Company also has previously issued junior subordinated debentures to raise additional capital to fund
its operations. Although the Company considers such sources of funds adequate for its current capital needs, the Company may seek additional debt or equity capital in the future to achieve its long-term business objectives. The sale of equity or
convertible debt securities in the future may be dilutive to the Company shareholders, and debt refinancing arrangements may require the Company to pledge some of its assets and enter into covenants that would restrict its ability to incur further
indebtedness. There can be no assurance that additional financing sources, if sought, would be available to the Company or, if available, would be on terms favorable to it. If additional financing sources are unavailable or are not available on
reasonable terms, the Companys growth strategy and future prospects could be adversely impacted.



27



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The Company may have difficulty managing its growth, which may divert resources and limit its ability to expand its
operations successfully

In past years, the Company has incurred substantial expenses to build its management team and personnel, develop its delivery
systems and establish its infrastructure to support its future growth. The Companys future success will depend on the ability of its officers and key employees to continue to implement and improve its operational, financial and management
controls, reporting systems and procedures and manage a growing number of client relationships. The Company may not be able to implement improvements in its management information and control systems in an efficient or timely manner. Thus, the
Company cannot give assurances that its growth strategy will not place a strain on its administrative and operational infrastructure. In addition, the Company intends to grow its deposits and expand its retail banking franchise. Further expansion
will require additional capital expenditures and the Company may not be successful in expanding its franchise or in attracting or retaining the personnel it requires. Furthermore, various factors such as economic conditions, regulatory and
legislative considerations and competition may impede or limit the Companys growth. If the Company is unable to expand its business as anticipated, the Company may be unable to realize any benefit from the investments made to support future
growth. Alternatively, if the Company is unable to manage future expansion in its operations, the Company may have to incur additional expenditures beyond current projections to support such growth.

The Company is subject to extensive regulation that could adversely affect it

The Companys operations are subject to extensive regulation by federal, state and local governmental authorities and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part
or all of its operations. The Company believes that it is in substantial compliance in all material respects with applicable federal, state and local laws, rules and regulations. Any change in the laws or regulations applicable to the Company, or in
banking regulators supervisory policies or examination procedures, whether by the OTS, the FDIC, the Federal Home Loan Bank System, the United States Congress or other federal or state regulators, could have a material adverse effect on the
Companys business, financial condition, results of operations and cash flows.

The Banks ability to pay dividends is subject to regulatory
limitations which, to the extent the Company requires such dividends in the future, may affect its ability to service its debt and pay dividends

The
Company is a separate legal entity from its subsidiaries and does not have significant operations of its own. Dividends from the Bank provide a significant source of capital for the Company. The availability of dividends from the Bank is limited by
various statutes and regulations. It is possible, depending upon the financial condition of the Bank and other factors, that the OTS, as the Banks primary regulator, could assert that the payment of dividends or other payments by the Bank are
an unsafe or unsound practice. In the event the Bank is unable to pay dividends to the Company, the Company may not be able to service its debt, pay its obligations as they become due, or pay dividends on its common stock. Consequently, the
potential inability to receive dividends from the Bank could adversely affect the Companys financial condition, results of operations and prospects.

The Company may fail to realize the anticipated benefits of its acquisition of Northern

Difficulties may arise in the integration of the
business and operations of Northern with the Company and, as a result, the Company may not be able to achieve revenue enhancements, cost savings and synergies that it expects to result from the acquisition of Northern. Achieving the expected revenue
enhancements will depend on prevailing market interest rates. Achieving cost savings is dependent on consolidating certain operational and functional areas, eliminating duplicative positions and terminating certain agreements for outside services.
Additional operational savings are dependent upon the integration of the banking businesses of the Company and Northern, and the conversion of Northerns core operating systems, data systems and products to those of the Company and the
standardization of business practices. Complications or difficulties in the conversion of the core operating systems, data systems and products of Northern to those of the Company may result in the loss of customers, damage to the Companys
reputation within the financial services industry, operational problems, one-time costs currently not anticipated by the Company or reduced cost savings resulting from the acquisition. Additionally, actual savings may be materially less than
expected if the integration of Northerns operations is delayed or the conversion to a single data system is not accomplished on a timely basis.

Item 1B. Unresolved Staff Comments

None.



28



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Item 2. Properties

The Company maintains its corporate headquarters at 185 East Market Street in Warren, Ohio, a building that also contains a retail office and certain administrative and operations support offices. At June 30, 2006, 20 of the retail
locations of First Place Bank and Northern, including the corporate headquarters, were owned. The remaining 16 retail locations and all 14 loan production offices were leased.

The following table sets forth certain information with respect to the offices and other properties of the Company. The net book value of the Companys properties and leasehold improvements were $23.6 million at
June 30, 2006. Additional information contained in Note 7 Premises and Equipment of the 2006 Annual Report is incorporated herein by reference in response to this item.



|                                                    |  |                            
|--------------------------------------------------- |  | ---------------------------
|Description/Address                                 |  | Leased/Owned               
|Corporate Headquarters, First Place Financial Corp. |  |                            
|185 East Market Street, Warren, OH                  |  | Owned                      
|                                                    | 
|Retail Locations, First Place Bank                  |  |                            
|25 Market Street, Suite 3, Youngstown, OH           |  | Leased                     
|3900 Market Street, Boardman, OH                    |  | Owned                      
|4390 Mahoning Avenue, Austintown, OH                |  | Owned                      
|600 Gypsy Lane, Youngstown, OH                      |  | Owned                      
|2 South Broad Street, Canfield, OH                  |  | Owned                      
|185 East Market Street, Warren, OH                  |  | Owned                      
|3516 S. Meridian Road, Youngstown, OH               |  | Owned                      
|10416 Main Street, New Middletown, OH               |  | Owned                      
|724 Boardman-Poland Road, Boardman, OH              |  | Owned                      
|655 Creed Street, Struthers, OH                     |  | Leased                     
|2001 Elm Road NE, Warren, OH                        |  | Leased                     
|8226 East Market Street, Howland, OH                |  | Owned subject to land lease
|4460 Mahoning Avenue NW, Warren, OH                 |  | Owned                      
|325 S. High Street, Cortland, OH                    |  | Owned                      
|7290 Sharon-Warren Road, Brookfield, OH             |  | Owned                      
|6002 Warren-Youngstown Road, Niles, OH              |  | Leased                     
|486 Boardman-Canfield Road, Boardman, OH            |  | Leased                     
|5220 Mahoning Avenue, Suite A, Austintown, OH       |  | Leased                     
|999 East Main Street, Ravenna, OH                   |  | Owned                      
|4183 Tallmadge Road, Rootstown, OH                  |  | Owned                      
|24725 West Twelve Mile Road, Southfield, MI         |  | Leased                     
|26336 West Twelve Mile Road, Southfield, MI         |  | Leased                     
|479 Old South Woodward, Birmingham, MI              |  | Leased                     
|755 West Big Beaver Road, #101, Troy, MI            |  | Leased                     
|20247 Mack Avenue, Grosse Pointe Woods, MI          |  | Owned                      
|352 West Main Street, Canfield, OH                  |  | Leased                     
|1977 Cooper Foster Park Road, Amherst, OH           |  | Leased                     
|200 Middle Avenue, Elyria, OH                       |  | Owned                      
|17900 Haggerty Road, Livonia, MI                    |  | Leased                     
|2 South Main Street, Poland, OH                     |  | Leased                     
|860 East Broad Street, Elyria, OH                   |  | Leased                     
|111 Antioch Drive, Elyria, OH                       |  | Owned                      
|361 Midway Mall Boulevard, Elyria, OH               |  | Owned                      
|351 North Main Street, Grafton, OH                  |  | Owned                      
|35423 Center Ridge Road, North Ridgeville, OH       |  | Owned                      
|38535 Chestnut Ridge Road, Elyria, OH               |  | Leased                     



29



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|                                                        |  |          
|------------------------------------------------------- |  | ---------
|Loan Production Offices, First Place Bank               |  |          
|301 East High Street, Mt. Vernon, OH                    |  | Leased   
|51 North Third Street, Suite 617, Newark, OH            |  | Leased   
|7887 Washington Village Blvd., Centerville, OH          |  | Leased   
|8228 East Market Street, Howland, OH                    |  | Leased   
|1275 Boardman-Poland Road, Youngstown, OH               |  | Owned (1)
|1080 Nimitzview Drive, #100, Cincinnati, OH             |  | Leased   
|4540 Heatherdowns Blvd., #101, Toledo, OH               |  | Leased   
|8195 South Saginaw Street, Grand Blanc, MI              |  | Leased   
|1340 Corporate Park Drive, Suite 100, Hudson, OH        |  | Leased   
|250 Old Wilson Bridge Rd., Worthington, OH              |  | Leased   
|75 Executive Drive, Suite D, Carmel, IN                 |  | Leased   
|314 N. 120thAvenue, Holland, MI                         |  | Leased   
|3305 Spring Arbor Rd., Suite 500, Jackson, MI           |  | Leased   
|10440 Blacklick Eastern Rd., Pickerington, OH           |  | Leased   
|                                                        | 
|Business Financial Service Centers                      |  |          
|25000 Country Club Center, Suite 200, North Olmsted, OH |  | Leased   
|6150 Enterprise Parkway, Solon, OH                      |  | Leased   
|                                                        | 
|Other First Place Bank Facilities                       |  |          
|153 E. Market Street, Warren, OH                        |  | Leased   
|159 E. Market Street, Warren, OH                        |  | Owned    
|255 E. Market Street, Warren, OH                        |  | Owned    
|700 Boardman-Poland Road, Boardman, OH                  |  | Owned    
|1275 Boardman-Poland Road, Boardman, OH                 |  | Owned (1)
|29225 Chagrin Blvd., Suite 105, Pepper Pike, OH         |  | Leased   
|750 East Washington Street, Medina, OH                  |  | Leased   
|5 McKinley Way West, Poland, OH                         |  | Leased   
|2112 South Avenue, Youngstown, OH                       |  | Leased   
|2100 Niles-Cortland Road, Warren, OH                    |  | Leased   
|1011 High Street, Warren, OH                            |  | Leased   
|41740 Six Mile Road, Suite 100, Northville, MI          |  | Leased   
|                                                        | 
|First Place Insurance Agency, Ltd.                      |  |          
|1275 Boardman-Poland Road, Boardman, OH                 |  | Owned (1)
|8228 East Market Street, Warren, OH                     |  | Leased   
|2650 Elm Road, Warren, OH                               |  | Leased   
|                                                        | 
|Coldwell Banker First Place Real Estate, Ltd.           |  |          
|1275 Boardman-Poland Road, Boardman, OH                 |  | Owned (1)
|8230 East Market Street, Warren, OH                     |  | Leased   
|7098 Lockwood Boulevard, Youngstown, OH                 |  | Leased   
|11 East Park Avenue, Columbiana, OH                     |  | Leased   
|                                                        | 
|APB Financial Group, Ltd.                               |  |          
|15001 Perry Highway, Warrendale, PA                     |  | Leased   
|                                                        | 
|American Pension Benefits, Inc.                         |  |          
|15001 Perry Highway, Warrendale, PA                     |  | Leased   
|                                                        | 
|TitleWorks Agency, LLC                                  |  |          
|1275 Boardman-Poland Road, Boardman, OH                 |  | Owned (1)
|8228 East Market Street, Warren, OH                     |  | Leased   

---

|(1) | Properties are owned by First Place Holdings, Inc. and are leased to the respective affiliated entities listed above.
|--- | ---------------------------------------------------------------------------------------------------------------------



30



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Item 3. Legal Proceedings

From time to time, the Company is involved either as a plaintiff or defendant in various legal proceedings that arise during the normal course of business. Currently, the Company is not involved in any material legal
proceedings, the outcome of which would have a material impact on the financial condition of the Company.

Item 4. Submission of Matters to a Vote
of Security Holders

None

PART II

Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

On March 21, 2006, the Company publicly announced that the Board of Directors had approved a new buy-back program authorizing the purchase of up to 500,000 shares
of Company common stock. There were no purchases of treasury stock during the year ended June 30, 2006. There are 500,000 shares remaining that may be purchased under the March 2006 authorization. The authorization is in force through
March 20, 2007.

Market Prices and Dividends Declared

The common stock of First Place Financial Corp. trades on The NASDAQ Stock Market under the symbol FPFC. As of August 31, 2006 there were 17,459,194 shares outstanding held by approximately 8,200 shareholders of record. The
table below shows the quarterly reported high and low sale prices of the common stock and cash dividends per share declared during the years ended June 30, 2006 and 2005. The Company does not anticipate any change in the dividend rate at this
time.



|               |  |      |       |     |   |           |  |   |     
|-------------- |  | ---- | ----- | --- | - | --------- |  | - | ----
|June 30, 2006: |  | High |       | Low |   | Dividends
|First quarter  |  | $    | 22.66 |     | $ | 19.19     |  | $ | 0.14
|Second quarter |  |      | 25.94 |     |   | 20.53     |  |   | 0.14
|Third quarter  |  |      | 25.94 |     |   | 23.19     |  |   | 0.14
|Fourth quarter |  |      | 24.97 |     |   | 21.45     |  |   | 0.14
|               |  |      |      
|June 30, 2005: |  |      |       |     |   |          
|First quarter  |  | $    | 20.28 |     | $ | 16.65     |  | $ | 0.14
|Second quarter |  |      | 23.27 |     |   | 18.64     |  |   | 0.14
|Third quarter  |  |      | 23.08 |     |   | 18.01     |  |   | 0.14
|Fourth quarter |  |      | 21.13 |     |   | 16.66     |  |   | 0.14



31



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Item 6. Selected Financial Data

The Selected Consolidated Financial Data set forth below should be read in conjunction with our historical Consolidated Financial Statements and related notes included in Item 8 hereof and Management Discussion and
Analysis of Financial Condition and Results of Operation included in Item 7 hereof.



|                                                    |  |                              |           |      |   |           |  |      |           |      |   |           |  |   |          
|--------------------------------------------------- |  | ---------------------------- | --------- | ---- | - | --------- |  | ---- | --------- | ---- | - | --------- |  | - | ---------
|                                                    |  | At June 30,                 
|                                                    |  | 2006                         |           | 2005 |   | 2004      |  | 2003 |           | 2002
|                                                    |  | (Dollars in thousands)      
|Selected Financial Condition Data:                  |  |                              |           |      |   |           |  |      |           |      |   |           |  |   |          
|                                                    |  |                              |           |      |  
|Total assets                                        |  | $                            | 3,113,210 |      | $ | 2,498,943 |  | $    | 2,247,080 |      | $ | 1,558,613 |  | $ | 1,590,935
|Loans receivable, net                               |  |                              | 2,328,465 |      |   | 1,812,855 |  |      | 1,483,993 |      |   | 891,842   |  |   | 896,541  
|Loans held for sale                                 |  |                              | 154,799   |      |   | 145,053   |  |      | 47,465    |      |   | 65,695    |  |   | 16,471   
|Allowance for loan losses                           |  |                              | 22,319    |      |   | 18,266    |  |      | 16,528    |      |   | 9,603     |  |   | 9,456    
|Nonperforming assets                                |  |                              | 20,695    |      |   | 15,611    |  |      | 14,643    |      |   | 13,774    |  |   | 12,566   
|Securities available for sale                       |  |                              | 302,994   |      |   | 296,314   |  |      | 378,248   |      |   | 346,429   |  |   | 462,927  
|Deposits                                            |  |                              | 2,060,747 |      |   | 1,709,339 |  |      | 1,548,011 |      |   | 1,108,450 |  |   | 1,061,393
|Borrowings and subordinated debentures              |  |                              | 665,763   |      |   | 486,135   |  |      | 414,249   |      |   | 235,952   |  |   | 247,546  
|Repurchase agreements                               |  |                              | 44,013    |      |   | 36,946    |  |      | 31,108    |      |   | 9,547     |  |   | 63,705   
|Total shareholders equity                          |  |                              | 311,574   |      |   | 236,656   |  |      | 223,110   |      |   | 182,681   |  |   | 185,275  
|                                                    | 
|                                                    |  | For the Years Ended June 30,
|                                                    |  | 2006                         |           | 2005 |   | 2004      |  | 2003 |           | 2002
|                                                    |  | (Dollars in thousands)      
|Summary of Earnings:                                |  |                              |           |      |   |           |  |      |           |      |   |           |  |   |          
|                                                    |  |                              |           |      |  
|Total interest income                               |  | $                            | 149,053   |      | $ | 121,502   |  | $    | 85,773    |      | $ | 87,394    |  | $ | 105,073  
|Total interest expense                              |  |                              | 70,639    |      |   | 49,490    |  |      | 37,605    |      |   | 43,296    |  |   | 60,421   
|                                                    |  |                              |           |      |   |           |  |      |           |      |   |           |  |   |          
|Net interest income                                 |  |                              | 78,414    |      |   | 72,012    |  |      | 48,168    |      |   | 44,098    |  |   | 44,652   
|                                                    |  |                              |           |      |  
|Provision for loan losses                           |  |                              | 5,875     |      |   | 3,509     |  |      | 4,896     |      |   | 2,864     |  |   | 2,990    
|                                                    |  |                              |           |      |   |           |  |      |           |      |   |           |  |   |          
|Net interest income after provision for loan losses |  |                              | 72,539    |      |   | 68,503    |  |      | 43,272    |      |   | 41,234    |  |   | 41,662   
|                                                    |  |                              |           |      |  
|Total noninterest income (1)                        |  |                              | 28,985    |      |   | 19,879    |  |      | 22,510    |      |   | 20,207    |  |   | 15,007   
|                                                    |  |                              |           |      |  
|Total noninterest expense (2) (3)                   |  |                              | 68,150    |      |   | 61,546    |  |      | 45,417    |      |   | 36,802    |  |   | 32,627   
|                                                    |  |                              |           |      |   |           |  |      |           |      |   |           |  |   |          
|                                                    |  |                              |           |      |  
|Income before income tax                            |  |                              | 33,374    |      |   | 26,836    |  |      | 20,365    |      |   | 24,639    |  |   | 24,042   
|                                                    |  |                              |           |      |  
|Provision for income tax                            |  |                              | 10,330    |      |   | 7,898     |  |      | 6,214     |      |   | 7,947     |  |   | 7,812    
|                                                    |  |                              |           |      |   |           |  |      |           |      |   |           |  |   |          
|                                                    |  |                              |           |      |  
|Net income                                          |  | $                            | 23,044    |      | $ | 18,938    |  | $    | 14,151    |      | $ | 16,692    |  | $ | 16,230   
|                                                    |  |                              |           |      |   |           |  |      |           |      |   |           |  |   |          

---

|(1) | For the year ended June 30, 2005, noninterest income included a charge of $5.2 million for other-than-temporary impairment of securities and a credit of $1.0 million for
nontaxable life insurance proceeds.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | For the year ended June 30, 2004, noninterest expense included merger, integration and restructuring expense of $2.2 million for the merger with Franklin Bancorp, Inc.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | For the year ended June 30, 2006, noninterest expense included merger, integration and restructuring expense of $2.2 million for the acquisition of The Northern
Savings & Loan Company.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



32



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|                                                                       |  |                              |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|---------------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | - |  | ---- | ------ | - |  | - | ------ | -
|                                                                       |  | For the Years Ended June 30, |       
|                                                                       |  | 2006                         |        |   | 2005 |   |        | 2004 |  |   | 2003   |   |  | 2002 |       
|Selected Financial Ratios and Other Data:                              |  |                              |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|                                                                       |  |                              |        |   |     
|Performance Ratios (1):                                                |  |                              |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Return on average assets                                               |  |                              | 0.88   | % |      |   | 0.79   | %    |  |   | 0.83   | % |  |      | 1.08   | % |  |   | 0.99   | %
|Return on average equity                                               |  |                              | 9.32   |   |      |   | 8.29   |      |  |   | 7.46   |   |  |      | 9.23   |   |  |   | 8.54   |  
|Interest rate spread                                                   |  |                              | 2.84   |   |      |   | 2.97   |      |  |   | 2.99   |   |  |      | 2.98   |   |  |   | 2.61   |  
|Net interest margin, fully taxable equivalent                          |  |                              | 3.29   |   |      |   | 3.33   |      |  |   | 3.20   |   |  |      | 3.21   |   |  |   | 3.01   |  
|Noninterest expense to average assets                                  |  |                              | 2.61   |   |      |   | 2.57   |      |  |   | 2.65   |   |  |      | 2.38   |   |  |   | 1.99   |  
|Efficiency ratio                                                       |  |                              | 62.88  |   |      |   | 66.28  |      |  |   | 63.28  |   |  |      | 56.24  |   |  |   | 54.49  |  
|Average interest-earning assets to average interestbearing liabilities |  |                              | 115.28 |   |      |   | 116.02 |      |  |   | 108.27 |   |  |      | 108.69 |   |  |   | 110.38 |  
|Dividend payout ratio                                                  |  |                              | 36.13  |   |      |   | 43.08  |      |  |   | 51.38  |   |  |      | 38.76  |   |  |   | 43.10  |  
|                                                                       |  |                              |        |   |     
|Capital Ratios:                                                        |  |                              |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Equity to total assets at end of period                                |  |                              | 10.01  |   |      |   | 9.47   |      |  |   | 9.93   |   |  |      | 11.72  |   |  |   | 11.65  |  
|Average equity to average assets                                       |  |                              | 9.52   |   |      |   | 9.55   |      |  |   | 11.09  |   |  |      | 11.74  |   |  |   | 11.61  |  
|Tangible capital to adjusted total assets (2)                          |  |                              | 7.45   |   |      |   | 7.14   |      |  |   | 7.25   |   |  |      | 8.20   |   |  |   | 8.27   |  
|Tier 1 capital to adjusted total assets (2)                            |  |                              | 7.45   |   |      |   | 7.14   |      |  |   | 7.25   |   |  |      | 8.20   |   |  |   | 8.27   |  
|Tier 1 capital to risk weighted assets (2)                             |  |                              | 10.18  |   |      |   | 9.60   |      |  |   | 10.48  |   |  |      | 13.12  |   |  |   | 14.89  |  
|Total capital to risk weighted assets (2)                              |  |                              | 11.16  |   |      |   | 10.61  |      |  |   | 12.07  |   |  |      | 14.03  |   |  |   | 15.97  |  
|                                                                       |  |                              |        |   |     
|Asset Quality Ratios:                                                  |  |                              |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Nonperforming assets as a percent of total assets                      |  |                              | 0.66   |   |      |   | 0.62   |      |  |   | 0.65   |   |  |      | 0.88   |   |  |   | 0.79   |  
|Allowance for loan losses as a percent of loans                        |  |                              | 0.95   |   |      |   | 1.00   |      |  |   | 1.10   |   |  |      | 1.07   |   |  |   | 1.04   |  
|Net charge-offs to average loans                                       |  |                              | 0.12   |   |      |   | 0.11   |      |  |   | 0.23   |   |  |      | 0.29   |   |  |   | 0.33   |  
|Allowance for loan losses as a percent ofnonperforming loans           |  |                              | 133.08 |   |      |   | 144.91 |      |  |   | 142.01 |   |  |      | 75.15  |   |  |   | 81.11  |  
|                                                                       |  |                              |        |   |     
|Per Share Data:                                                        |  |                              |        |   |      |   |        |      |  |   |        |   |  |      |       
|Basic earnings per share                                               |  | $                            | 1.58   |   |      | $ | 1.32   |      |  | $ | 1.11   |   |  | $    | 1.31   |   |  | $ | 1.18   |  
|Diluted earnings per share                                             |  |                              | 1.55   |   |      |   | 1.30   |      |  |   | 1.09   |   |  |      | 1.29   |   |  |   | 1.16   |  
|Dividends declared per common share                                    |  |                              | 0.56   |   |      |   | 0.56   |      |  |   | 0.56   |   |  |      | 0.50   |   |  |   | 0.50   |  
|Tangible book value per share at year end                              |  |                              | 11.83  |   |      |   | 11.07  |      |  |   | 9.83   |   |  |      | 11.97  |   |  |   | 11.56  |  

---

|(1) | For the year ended June 30, 2006, noninterest expense included merger, integration and restructuring expense of $2.2 million for the acquisition of The Northern
Savings & Loan Company. For the year ended June 30, 2005, the ratios include a charge of $5.2 million for other-than-temporary impairment of securities and $1.0 million in nontaxable life insurance proceeds. For the year ended
June 30, 2004, the ratios include $2.2 million in merger, integration and restructuring charges associated with the merger with Franklin Bancorp, Inc.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Regulatory capital ratios as of June 30, 2006 are the combined ratios for First Place Bank and The Northern Savings & Loan Company. Regulatory capital ratios as of
June 30, 2004, are the combined ratios for First Place Bank and Franklin Bank. For other periods regulatory capital ratios are for First Place Bank.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



33



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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations



General

First Place Financial Corp. (Company) was formed as a thrift holding company as a result of the conversion of First Place Bank (Bank), formerly known as First Federal Savings and Loan Association of Warren, from a
federally-chartered mutual savings and loan association to a federally-chartered stock savings association in December 1998. At the time of the conversion the Company had total assets of approximately $610 million. First Federal Savings Association
of Warren originally opened for business in 1922. As of June 30, 2006, the Company had $3.1 billion in total assets.

On June 27, 2006, the
Company acquired The Northern Savings & Loan Company of Elyria, Ohio (Northern) and converted it from an Ohio chartered stock savings association to a federally chartered stock savings association. At the time of the merger Northern had
total assets of $360 million. On July 25, 2006, the Companys two federally chartered savings association subsidiaries, Northern and First Place Bank merged into a single association with the name First Place Bank. The retail locations
that were part of Northern will continue to operate as the Northern Savings Division of First Place Bank until the first quarter of calendar 2007 when the data processing systems and signage will be converted to the name First Place Bank. Northern
began in business in 1920.

On May 28, 2004, the Company acquired Franklin Bancorp Inc. (Franklin) and merged Franklin into the Company. At the time
of the merger Franklin had total assets of approximately $630 million. Concurrent with the merger, Franklins wholly-owned subsidiary, Franklin Bank N.A., converted from a national bank to a federally chartered savings association, Franklin
Bank. Effective July 2, 2004, First Place Bank and Franklin Bank were merged into a single federally-chartered stock savings association with the name First Place Bank. Franklin began in business in 1983. The Banks Michigan banking
business, however, operates as a separate division of First Place Bank under the name Franklin Bank.

On December 22, 2000, the Company completed a
merger of equals transaction with FFY Financial Corp. (FFY). At the time of the merger FFY had total assets of approximately $680 million. FFY was merged into the Company, and FFYs thrift subsidiary, FFY Bank, was merged into the Bank. FFY
Bank was originally established as Equity Savings and Loan in 1900. The Company changed the name of its thrift subsidiary, First Federal Savings and Loan Association of Warren, to First Place Bank as part of the merger transaction with FFY.

On May 12, 2000, the Company acquired The Ravenna Savings Bank (Ravenna) in a tax-free exchange accounted for as a purchase. At the date of
acquisition, Ravenna was merged into the Bank. Total assets of Ravenna were approximately $200 million as of the date of acquisition. Ravenna began in business in 1923.

Managements discussion and analysis represents a review of the Companys consolidated financial condition and results of operations. This review should be read in conjunction with the consolidated financial
statements and footnotes.

Business Overview

The
Company is a community-oriented financial institution engaged primarily in gathering deposits to originate one-to-four family residential mortgage loans, commercial and consumer loans. The Company currently operates 33 retail locations, 2 business
financial centers and 14 loan production offices located in Ohio and Michigan and Indiana. The Company is currently the largest publicly traded thrift institution in Ohio.

The Company seeks to grow assets and fees in order to grow net income. Currently, the Company seeks to grow by increasing market share in current markets, expanding into new markets in the Midwest by opening de novo
loan production and banking offices and through acquisitions. The Company evaluates acquisition targets based on the economic viability of the markets they are in, the degree to which they can be efficiently integrated into current operations and
the degree to which they are accretive to earnings, initially and over time.

The Company seeks to provide a return to its shareholders through dividends
and appreciation by taking on various levels of credit risk, interest rate risk, liquidity risk and capital risk in order to achieve profits. The goal of achieving high levels of profitability on a consistent basis is balanced with acceptable levels
of risk in each area. The Company monitors a number of financial measures to monitor profitability and various types of risk. Those measures include but are not limited to return on average assets, return on average equity, diluted earnings pre
share, efficiency ratio, net interest margin, noninterest expense as a percent of average assets, net portfolio value, nonperforming assets as a percent of total assets, allowance for loan losses as a percent of total loans and tangible equity to
tangible assets.





34



---

Forward-Looking Statements

When used in this Annual Report, or in future filings with the Securities and Exchange Commission, in press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive
officer, the words or phrases will likely result, are expected to, will continue, is anticipated, estimate, project or similar expressions are intended to identify
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the Companys
actual results to be materially different from those indicated. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the market areas the Company conducts business, which could materially impact
credit quality trends, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the market areas the Company conducts business, and competition, that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to
publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Financial Condition

General.Assets
at June 30, 2006 totaled $3.113 billion compared with $2.499 billion at June 30, 2005, an increase of $614 million or 24.6%. The majority of the asset growth was due to the acquisition of Northern on June 27, 2006. That acquisition
added $360 million in assets or 14.4% of the growth. The remaining asset growth of $254 million or 10.2% resulted from internal growth. The following table indicates what part of the change in asset and liability categories was due to the
acquisition and what part was due to internal growth. Fair value adjustments and purchase accounting entries that have been pushed down to Northern are included in the Northern Acquisition column.

Analysis of change in assets and liability categories



|                                         |  |              |           |                     |   |                       |  |   |              |   |  |   |          
|---------------------------------------- |  | ------------ | --------- | ------------------- | - | --------------------- |  | - | ------------ | - |  | - | ---------
|                                         |  | June 30,2005 |           | NorthernAcquisition |   | OtherInternalActivity |  |   | June 30,2006
|ASSETS                                   |  |              |           |                     |   |                       |  |   |              |   |  |   |          
|Cash and due from banks                  |  | $            | 52,549    |                     | $ | 5,751                 |  | $ | 14,606       |   |  | $ | 72,906   
|Interest-bearing deposits in other banks |  |              |          |                     |   |                      |  |   | 4,605        |   |  |   | 4,605    
|Securities available for sale            |  |              | 296,314   |                     |   | 25,951                |  |   | (19,271      | ) |  |   | 302,994  
|Loans held for sale                      |  |              | 145,053   |                     |   | 95,868                |  |   | (86,122      | ) |  |   | 154,799  
|Loans                                    |  |              |           |                     |   |                       |  |   |              |   |  |   |          
|Mortgage and construction                |  |              | 806,294   |                     |   | 147,600               |  |   | 170,017      |   |  |   | 1,123,911
|Commercial                               |  |              | 715,903   |                     |   | 29,601                |  |   | 110,625      |   |  |   | 856,129  
|Consumer                                 |  |              | 308,924   |                     |   | 5,015                 |  |   | 56,805       |   |  |   | 370,744  
|                                         |  |              |           |                     |   |                       |  |   |              |   |  |   |          
|Total                                    |  |              | 1,831,121 |                     |   | 182,216               |  |   | 337,447      |   |  |   | 2,350,784
|Allowance for loan losses                |  |              | 18,266    |                     |   | 525                   |  |   | 3,528        |   |  |   | 22,319   
|                                         |  |              |           |                     |   |                       |  |   |              |   |  |   |          
|Net loans                                |  |              | 1,812,855 |                     |   | 181,691               |  |   | 333,919      |   |  |   | 2,328,465
|Federal Home Loan Bank stock             |  |              | 30,621    |                     |   | 4,665                 |  |   | (2,670       | ) |  |   | 32,616   
|Premises and equipment                   |  |              | 21,367    |                     |   | 6,600                 |  |   | 7,518        |   |  |   | 35,485   
|Goodwill and other intangible assets     |  |              | 70,358    |                     |   | 37,405                |  |   | (2,349       | ) |  |   | 105,414  
|Other assets                             |  |              | 69,826    |                     |   | 1,789                 |  |   | 4,311        |   |  |   | 75,926   
|                                         |  |              |           |                     |   |                       |  |   |              |   |  |   |          
|Total Assets                             |  | $            | 2,498,943 |                     | $ | 359,720               |  | $ | 254,547      |   |  | $ | 3,113,210
|                                         |  |              |           |                     |   |                       |  |   |              |   |  |   |          



35



---

|                                              |  |               |           |                     |   |                       |  |   |               |   |  |   |          
|--------------------------------------------- |  | ------------- | --------- | ------------------- | - | --------------------- |  | - | ------------- | - |  | - | ---------
|                                              |  | June 30, 2005 |           | NorthernAcquisition |   | OtherInternalActivity |  |   | June 30, 2006
|LIABILITIES                                   |  |               |           |                     |   |                       |  |   |               |   |  |   |          
|Deposits                                      |  |               |           |                     |   |                       |  |   |               |   |  |   |          
|Noninterest-bearing checking                  |  | $             | 235,840   |                     | $ | 6,762                 |  | $ | (17,864       | ) |  | $ | 224,738  
|Interest-bearing checking                     |  |               | 110,774   |                     |   | 26,738                |  |   | 3,240         |   |  |   | 140,752  
|Savings and money market                      |  |               | 636,337   |                     |   | 78,385                |  |   | 38,938        |   |  |   | 753,660  
|Certificates of deposit                       |  |               | 726,388   |                     |   | 142,102               |  |   | 73,107        |   |  |   | 941,597  
|                                              |  |               |           |                     |   |                       |  |   |               |   |  |   |          
|Total deposits                                |  |               | 1,709,339 |                     |   | 253,987               |  |   | 97,421        |   |  |   | 2,060,747
|Securities sold under agreement to repurchase |  |               | 36,946    |                     |   |                      |  |   | 7,067         |   |  |   | 44,013   
|Borrowings                                    |  |               | 455,206   |                     |   | 26,687                |  |   | 122,013       |   |  |   | 603,906  
|Junior subordinated debentures                |  |               | 30,929    |                     |   |                      |  |   | 30,928        |   |  |   | 61,857   
|Other liabilities                             |  |               | 29,867    |                     |   | 6,946                 |  |   | (5,700        | ) |  |   | 31,113   
|                                              |  |               |           |                     |   |                       |  |   |               |   |  |   |          
|Total liabilities                             |  |               | 2,262,287 |                     |   | 287,620               |  |   | 251,729       |   |  |   | 2,801,636
|                                              |  |               |           |                    
|SHAREHOLDERS EQUITY                           |  |               | 236,656   |                     |   | 72,100                |  |   | 2,818         |   |  |   | 311,574  
|                                              |  |               |           |                     |   |                       |  |   |               |   |  |   |          
|Total liabilities and shareholders equity     |  | $             | 2,498,943 |                     | $ | 359,720               |  | $ | 254,547       |   |  | $ | 3,113,210
|                                              |  |               |           |                     |   |                       |  |   |               |   |  |   |          

Internal asset growth was driven by loan growth during the fiscal year. This growth was funded by borrowings and
junior subordinated debentures along with deposit growth and a decrease in securities. We anticipate that future growth will come from a combination of increasing market share in existing markets, the addition of new retail branches, the conversion
of loan production offices to business financial centers and acquisitions. Growth by acquisition will be subject to the availability and pricing of appropriate acquisition partners.

Securities available for sale.  Securities available for sale increased $7 million or 2.3% during fiscal 2006. That increase included $26 million acquired with Northern and a net reduction of
$19 million due to other activity. The $19 million was composed of sales of $32 million, maturities of $58 million and purchases of $71 million. The excess of sales and maturities over purchases represented a shift of assets from securities to
loans. Loans generally carry higher yields than securities and this change in the asset mix to include relatively more loans and less securities had a positive effect on the earning asset yield and net interest income. Further significant reductions
in securities are not likely as the Company strives to maintain a reasonable level of securities to provide adequate liquidity and in order to have securities available to pledge to secure public funds and other types of transactions. Fluctuations
in the market value of securities held by the Company relate primarily to changes in interest rates, and management believes, at this time, that all impairment in the securities portfolio is temporary.

Loans held for sale.  Loans held for sale totaled $155 million at June 30, 2006, an increase of $10 million or 6.7% from $145 million at
June 30, 2005. The increase was composed of $96 million of loans acquired with Northern and a reduction of $86 million over the course of the fiscal year. The Company was able to reduce its investment in loans held for sale during the year by
reducing the time period between when a loan closes and when a loan is sold. Because the majority of the balance of loans held for sale at June 30, 2006 represented loans acquired with Northern, management anticipates that the majority of these
loans will be sold by September 30, 2006, and that the balance of loans held for sale during the last three quarters of fiscal 2007 will be significantly lower than the level at June 30, 2006.

Loans.  Total loans increased $520 million or 28.4% to $2.351 billion at June 30, 2006, from $1.831 billion at June 30, 2005. This
increase was composed of $182 million of loans acquired with Northern and a net increase of $338 in loans retained in the portfolio. The internal growth of $338 million represented growth of 18.4%. Loan growth due to the Northern acquisition by loan
type was $147 million in mortgage and construction, $30 million in commercial loans and $5 million in consumer loans. The remainder of the growth during the year and the related annual rates of growth were $170 million or 21.1% mortgage and
construction loans, $111 million or 15.5% commercial loans and $57 million or 18.4% in consumer loans. At June 30, 2006 the portfolio was 48% mortgage and construction loans, 36% commercial loans and 16% consumer loans compared with 45%
mortgage and construction loans, 39% commercial loans and 16% consumer loans as of June 30, 2005. The increase in the percentage of mortgage and construction loans relative to commercial loans was due primarily to the Northern acquisition.



36



---

Management anticipates that internal growth during fiscal 2007 will result in an increase in commercial loans relative to mortgage and construction loans,
resulting in greater diversity in the loan portfolio.

The Company engages in mortgage banking as part of an overall strategy to deliver loan products to
customers. As a result, the Company sells most fixed rate residential loans and some adjustable-rate residential loans. During fiscal 2006, the Company originated $1.359 billion in one-to-four family residential loans and sold $0.999 billion
compared to originations of $1.387 billion and sales of $0.997 billion in fiscal 2005. The Company was able to maintain mortgage banking activity during fiscal 2006 at a similar level to fiscal 2005 despite significantly higher interest rates during
fiscal 2006 compared with fiscal 2005 through the addition of a small number of highly effective commissioned mortgage loan officers.

Nonperforming
Assets.  Nonperforming assets consist of loans past due greater than 90 days, nonaccrual loans, restructured loans and repossessed assets. There were no loans at June 30, 2006 or at June 30, 2005 past due greater than 90
days and still accruing interest. Nonperforming assets totaled $20.7 million or 0.66% of total assets at June 30, 2006, compared with $15.6 million or 0.62% of total assets at June 30, 2005. At June 30, 2006, nonperforming assets
consisted of $16.8 million in nonperforming loans and $3.9 million in repossessed assets. At June 30, 2005, nonperforming assets consisted of $12.6 million in nonperforming loans, and $3.0 million of repossessed assets.

Allowance for Loan Losses.  The allowance for loan losses represents managements assessment of the estimated probable incurred credit
losses in the loan portfolio at each balance sheet date. All lending activity contains associated risks of loan losses. Management analyzes the adequacy of the allowance for loan losses regularly through reviews of the performance of the loan
portfolio considering economic conditions, changes in interest rates and the effect of such changes on real estate values, changes in the composition of the loan portfolio, and trends in past due and nonperforming loans. The allowance for loan
losses is a material estimate that is particularly susceptible to significant changes in the near term and is established through a provision for loan losses based on managements evaluation of the risk inherent in the Companys loan
portfolio and the general economy. Such evaluation, which includes a review of all loans for which full collectibility may not be reasonably assured, considers among other matters, the estimated fair value of the underlying collateral, economic
conditions, historical loan loss experience and other factors that management believes warrant recognition in providing for an appropriate loan loss allowance. In addition to the analysis and procedures just described, the Company utilizes an
outside party to conduct an independent review of commercial and commercial real estate loans. The Company uses the results of this review to help determine the effectiveness of the existing policies and procedures, and to provide an independent
assessment of the allowance for loan losses allocated to these types of loans.

The allowance for loan losses was $22.3 million at June 30, 2006, up
$4.0 million from $18.3 million at June 30, 2005. First Place Bank activity accounted for $2.9 million of the increase and Northern accounted for the remaining $1.1 million. At the time of the merger Northern had an existing allowance for loan
losses of $0.5 million. Immediately following the merger Northern recorded a provision for loan losses of $0.6 million. This provision was recorded to reflect a change in the approach to managing credit issues at Northern and to conform to the
Companys credit policies. The primary change in the approach to problem assets is to resolve credit issues more rapidly. This tends to result in larger initial losses but a decrease in the time an asset remains classified as nonperforming.
After recording this provision, the ratio of the allowance for loan losses to total loans was 0.63% at Northern at June 30, 2006, and 0.98% at First Place Bank as of the same date. The ratio of the allowance for loan losses to total loans for
the Company was 0.95% at June 30, 2006 compared with 1.00% at June 30, 2005. The decrease in this ratio is consistent with the relatively low level of nonperforming loans and charge-offs that Northern has experienced over the past several
years. It is also consistent with the shift in the composition of the loan portfolio discussed above. The ratio of nonperforming loans to total loans was 0.71% at June 30, 2006, up slightly from 0.69% at June 30, 2005.

Deposits.  Total deposits were $2.061 billion at June 30, 2006, an increase of $352 million, compared with $1.709 billion at June 30,
2005. The increase was composed of $254 million acquired with Northern, an $18 million decrease in brokered deposits and $116 million in retail deposit growth. Retail deposits grew 7.2% during the fiscal year. The largest deposit category was
certificates of deposit, which represented 45.7% of deposits at June 30, 2006 compared with 42.5% as of June 30, 2005. The net change in certificates of deposit during the fiscal year was composed of $142 million acquired with Northern, a
$17 million decrease in brokered deposits and a $90 million increase in retail certificates of deposit. Retail certificates of deposit grew 14.3%



37



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during the fiscal year. At June 30, 2006, the Company had $78 million in brokered deposits with original maturities ranging from nine to forty-two
months. The Company considers brokered deposits to be an element of a diversified funding strategy and an alternative to borrowings. Management regularly compares rates to determine the most economical source of funding. The Company anticipates that
they will continue to consider brokered funds as a funding alternative in the future, but not as the primary source of funding to support growth.

Borrowings.  Borrowings increased $149 million to $604 million at June 30, 2006, compared with $455 million at June 30, 2005. The growth in borrowings included $27 million acquired with Northern, a net
increase of $32 million in long-term borrowings and a net increase of $90 million in short-term borrowings. The Company uses borrowings as part of its liquidity management, cash flow, and asset/liability management and considers borrowings to be
part of a diversified funding strategy. Borrowings are an alternative to raising cash through deposit growth and are used when they offer a favorable alternative to deposits in terms of rate, maturity or volume.

Junior Subordinated Debentures.  These debt instruments increased $31 million to $62 million at June 30, 2006, compared with $31 million at
June 30, 2005. This was the result of a new issue of $31 million of debentures issued in September 2005. These securities were issued to provide additional liquidity to First Place Financial Corp., the holding company. In June 2006, a portion
of these funds were used to fund the cash portion of the purchase price of Northern.

Capital Resources.  Total shareholders
equity increased $75 million to $312 million at June 30, 2006, compared with $237 million at June 30, 2005. This increase was primarily composed of $58 million in stock issued as a part of the purchase price of Northern, $21 million in
comprehensive income reduced by $8 million of cash dividends and $3 million for stock issued in connection with employee and director benefit plans. The Companys Board of Directors authorized stock repurchase programs in March 2006 and March
2005 for the repurchase of up to 500,000 shares of the Companys common stock over a 12-month period in open market transactions or in privately negotiated transactions. During fiscal 2005, the Company repurchased 236,488 shares at an average
price of $18.11. During fiscal 2006 no shares were repurchased and as a result all 500,000 shares authorized remain available to be purchased at June 30, 2006. The current authorization to purchase treasury stock expires in March 2007. Stock
repurchase programs are a component of the Companys strategy to invest excess capital after consideration of market and economic factors, the effect on shareholder dilution, adequacy of capital, effect on liquidity and an assessment of
alternative investment returns. Shares repurchased by the Company may be used to meet the Companys requirements for common shares under its dividend reinvestment plan, stock option or other stock based plans and for general corporate purposes
such as expansion and acquisitions or future capital requirements.

Office of Thrift Supervision (OTS) regulations require savings institutions to maintain
certain minimum levels of regulatory capital. Additionally, the regulations establish a framework for the classification of savings institutions into five categories: well-capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized. Generally, an institution is considered well-capitalized if it has a core (Tier 1) capital ratio of at least 5.0% (based on adjusted total assets); a core (Tier 1) risk-based capital ratio of at
least 6.0%; and a total risk-based capital ratio of at least 10.0%. At June 30, 2006, the Banks and Northerns capital levels were above the levels required to be well capitalized. See the Liquidity section of this report for
a discussion of dividends as a source of funding for the holding company and dividend restrictions imposed on the Bank by the OTS.



38



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Contractual Obligations and Off-Balance-Sheet Arrangements

Contractual Obligations.  The Company uses a variety of funding sources to finance its earning assets and other activities. These contractual obligations
have various terms and maturities that may require the outlay of cash in the future. The Company also enters into contracts such as lease obligations or purchase obligations that commit the Company to make future payments for the acquisition of
goods or services needed for the normal conduct of its business. The following table summarizes those obligations as of June 30, 2006 by type and by payment date. The amounts represent the amounts contractually due and do not include any
interest, premiums, discounts or other similar carrying value adjustments. Additional information on the terms of these obligations can be found in the referenced note to the consolidated financial statements. Dollars are in thousands.



|                                              |  |                                     |  |                   |           |                  |   |                        |  |               |         |       |   |        |  |   |          
|--------------------------------------------- |  | ----------------------------------- |  | ----------------- | --------- | ---------------- | - | ---------------------- |  | ------------- | ------- | ----- | - | ------ |  | - | ---------
|                                              |  | FinancialStatementFootnoteReference |  | Less ThanOne year |           | One toThreeYears |   | OverThree toFive Years |  | OverFiveYears |         | Total
|Funding Obligations                           |  |                                     |  |                   |           |                  |   |                        |  |               |         |       |   |        |  |   |          
|Deposits without a stated maturity            |  |                                     |  | $                 | 1,119,150 |                  | $ |                       |  | $             |        |       | $ |       |  | $ | 1,119,150
|Certificates of deposit                       |  | 9                                   |  |                   | 682,313   |                  |   | 223,910                |  |               | 34,590  |       |   | 784    |  |   | 941,597  
|Securities sold under agreement to repurchase |  | 10                                  |  |                   | 29,513    |                  |   | 14,500                 |  |               |        |       |   |       |  |   | 44,013   
|Borrowings                                    |  | 11                                  |  |                   | 379,571   |                  |   | 114,375                |  |               | 98,427  |       |   | 11,533 |  |   | 603,906  
|Junior subordinated debentures                |  | 12                                  |  |                   |          |                  |   |                       |  |               |        |       |   | 61,857 |  |   | 61,857   
|                                              |  |                                     |  |                   |           |                  |   |                        |  |               |         |       |   |        |  |   |          
|Total Funding Obligations                     |  |                                     |  |                   | 2,210,547 |                  |   | 352,785                |  |               | 133,017 |       |   | 74,174 |  |   | 2,770,523
|                                              |  |                                     |  |                   |           |                 
|Other Obligations                             |  |                                     |  |                   |           |                  |   |                        |  |               |         |       |   |        |  |   |          
|Operating lease obligations                   |  | 7                                   |  |                   | 2,549     |                  |   | 3,648                  |  |               | 1,282   |       |   | 3,166  |  |   | 10,645   
|Purchase obligations                          |  |                                     |  |                   | 4,136     |                  |   | 1,818                  |  |               | 1,818   |       |   |       |  |   | 7,772    
|                                              |  |                                     |  |                   |           |                  |   |                        |  |               |         |       |   |        |  |   |          
|Total Other Obligation                        |  |                                     |  |                   | 6,685     |                  |   | 5,466                  |  |               | 3,100   |       |   | 3,166  |  |   | 18,417   
|                                              |  |                                     |  |                   |           |                  |   |                        |  |               |         |       |   |        |  |   |          
|Total Contractual Obligations                 |  |                                     |  | $                 | 2,217,232 |                  | $ | 358,251                |  | $             | 136,117 |       | $ | 77,340 |  | $ | 2,788,940
|                                              |  |                                     |  |                   |           |                  |   |                        |  |               |         |       |   |        |  |   |          

Purchase obligations listed above include commitments to purchase premises and equipment including computer
hardware, computer software and retail office facilities and equipment along with long-term commitments for licences and maintenance agreements.

Off-Balance-Sheet Arrangements.  In the normal course of business, the Company enters into arrangements that are not included in the statements of financial position. They include commitments to make loans, commitments to
sell loans, guarantees under letters of credit, interests in securities or derivatives used to hedge the value of loans held for sale and the use of wholly-owned unconsolidated special purpose entities that act as trusts to facilitate the sale of
debt securities to the public.

As a lending institution, the Company makes commitments to lend money before loans are disbursed in order to serve the
needs of borrowers. At June 30, 2006, the Company had commitments to make loans totaling $160 million and these loan commitments are similar in form and terms to loans already recorded on the books. They are underwritten using the same policies
and criteria the Company uses to underwrite loans. Therefore, these commitments do not present credit risks that are different from the credit risks in the existing loan portfolio. The Company does have interest rate risk on loan commitments and
loans held for sale between the time a rate commitment is made to the borrower and the time the Company contracts for the sale of the loan. This risk is minimized by issuing commitments to sell loans or mortgage-backed securities to offset this
interest rate risk. At June 30, 2006, the Company had $168 million in mortgage loan commitments that are in the form of obligations to sell mortgage backed securities of like maturity and coupon to the loan commitments. In addition, at
June 30, 2006 the Company had a funding obligation represented by $287 million in unused lines and letters of credit and $203 million in construction loan funds approved that the borrower has not yet requested be advanced.

The Company issues standby letters of credit for commercial customers to third parties to guarantee the performance of customers to those third parties. If the customer
fails to perform, the Company performs in its place and treats the funds advanced as an interest-bearing loan. These letters of credit are underwritten using the same policies and criteria as commercial loans.



39



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Therefore, these standby letters of credit represent the same risk to the Company as a loan to that commercial loan customer would. At June 30, 2006,
the Company had $2.3 million in standby letters of credit outstanding with an average remaining term of 11 months. While no liability has been recorded for the nominal amount of this obligation, the fair value of this obligation has been recorded in
the form of unearned fees.

In December 2003, the Company formed two affiliated trusts that issued $30.0 million of Guaranteed Capital Trust Securities. In
September 2005 the Company formed an additional affiliated trust that issued an additional $30.0 million of Guaranteed Capital Trust Certificates. These affiliates used the equity capital from the Company and the proceeds of the Guaranteed Capital
Trust Securities to purchase Junior Subordinated Deferrable Interest Debentures from the Company. The affiliates have no other operations. Based on the structure, nature and purpose of these affiliated trusts, the Company has accounted for them
using the equity method, and therefore they have not been included in the consolidated financial statements. The Company has guaranteed the securities issued by the affiliated trusts; however, this guarantee is recorded as a liability of the Company
in the form of the Junior Subordinated Deferrable Interest Debentures.

For additional information on Contractual Obligations and Off-Balance-Sheet
Arrangements, see the discussion of Commitments, Contingencies and Guarantees in Notes 1 and 17 of the Notes to the Consolidated Financial Statements.

Comparison of Results of Operations for Years Ended June 30, 2006 and 2005

General.  The Company recorded net income for the year ended June 30, 2006, of $23.0 million, an increase of 21.7% or $4.1 million, from net income of $18.9 million for the year ended June 30, 2005. Diluted
earnings per share for the year ended June 30, 2006, were $1.55, an increase of 19.2% compared to $1.30 for the year ended June 30, 2005. The increases in net income and diluted earnings per share were due primarily to increases in earning
assets and improvements in earnings related to loan servicing. The current year was negatively impacted by merger costs and the prior year was negatively impacted by other than temporary impairment of securities. The Northern Savings & Loan
Company was acquired on June 27, 2006, and was accounted for using the purchase method. Since it was only included in the consolidated earnings of the Company for three days during the fiscal year it did not have any significant impact on net
income in the current fiscal year. For fiscal 2006, returns on average equity (ROE) and average assets (ROA) were 9.32% and 0.88%, respectively, compared to 8.29% and 0.79% for fiscal 2005.

Net interest income, loan growth and deposit growth are all significantly affected by changes in interest rates. A review of activity in interest rates over the past two
years is helpful in understanding changes in volumes and the levels of certain income statement categories. The chart below indicates the quarterly change in long-term and short-term interest rates represented by changes in the U.S. 10-year treasury
bond rate, the target federal funds rate and the difference between the two rates which is an indicator of the steepness of the interest rate curve.



|           |  |                                 |   |  |                           |   |  |            |   
|---------- |  | ------------------------------- | - |  | ------------------------- | - |  | ---------- | --
|Date       |  | U.S. 10-year Treasury Bond Rate |   |  | Target Federal Funds Rate |   |  | Difference |   
|06/30/2004 |  | 4.62                            | % |  | 1.00                      | % |  | 3.62       | % 
|09/30/2004 |  | 4.14                            | % |  | 1.75                      | % |  | 2.39       | % 
|12/31/2004 |  | 4.24                            | % |  | 2.25                      | % |  | 1.99       | % 
|03/31/2005 |  | 4.50                            | % |  | 2.75                      | % |  | 1.75       | % 
|06/30/2005 |  | 3.94                            | % |  | 3.25                      | % |  | 0.69       | % 
|09/30/2005 |  | 4.34                            | % |  | 3.75                      | % |  | 0.59       | % 
|12/31/2005 |  | 4.39                            | % |  | 4.25                      | % |  | 0.14       | % 
|03/31/2006 |  | 4.86                            | % |  | 4.75                      | % |  | 0.11       | % 
|06/30/2006 |  | 5.15                            | % |  | 5.25                      | % |  | (0.10      | )%

While long-term rates, represented by the 10-year U.S. treasury rate, have risen 53 basis points over the past two
years, short-term rates, as represented by the targeted federal funds rate, rose dramatically faster increasing 425 basis points during the same period. As a result, the yield curve, which had a significant positive slope at June 30, 2004,
became progressively flatter during fiscal 2005 and fiscal 2006 and ended up slightly inverted at June 30, 2006.



40



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Net Interest Income.  The table in the section titled Average Balances, Interest Rates and
Yieldsprovides important information on factors impacting net interest income and should be read in conjunction with this discussion of net interest income. Interest income and the resulting asset yields in the following table are stated on
a fully tax-equivalent basis. Therefore, they will vary slightly from interest income in the Consolidated Statement of Income included in the Consolidated Financial Statements. Interest income for the year ended June 30, 2006, totaled $149.1
million, an increase of $27.6 million from $121.5 million for the year ended June 30, 2005. Interest income on loans totaled $134.9 million for the year ended June 30, 2006, compared to $107.1 million for the year ended June 30, 2005,
an increase of $27.8 million. The increase in interest income on loans was primarily due to an increase of $283.3 million in the average balance of loans supplemented by an increase in the average yield on loans of 0.53% to 6.44% for fiscal 2006
compared with 5.91% for the prior fiscal year. The yield on loans increased as loans originated in prior years were paid off and were replaced by loans with higher current market rates. Interest income on securities decreased $0.3 million and
totaled $14.1 million for the year ended June 30, 2006, compared with $14.4 million for the prior year. The decrease in interest income on securities was due to a $52.7 million decrease in the average balance of securities, partially offset by
a 57 basis point increase in the average yield.

Interest expense for the year ended June 30, 2006, was $70.6 million, an increase of $21.1 million
from $49.5 million for the prior year ended June 30, 2005. Interest expense on deposits increased by $14.4 million to $44.3 million for the year ended June 30, 2006, from $29.9 million for the year ended June 30, 2005 primarily due to
an increase in average interest-bearing deposit balances. Average interest-bearing deposit balances increased $158.4 million to $1.523 billion for the year ended June 30, 2006, compared with $1.365 billion for the year ended June 30, 2005.
The average cost of deposits increased 72 basis points to 2.91% for fiscal 2006 compared with 2.19% for the previous year. That increase was due to the dramatic increase in short-term interest rates which impacted both the cost of certificates of
deposit and nonmaturity deposit accounts. Interest expense on short-term borrowings increased $5.2 million to $11.1 million from $5.9 million for the prior year almost entirely due to increases in short-term interest rates during fiscal 2006.
Interest expense on long-term borrowings increased $1.6 million and was $15.3 million for the year ended June 30, 2006, up from $13.7 million for the prior year. The increase was primarily due to an increase of $50.7 million in the average
balance of long-term borrowings partially offset by a 40 basis point decrease in the average cost of long-term borrowings. The cost of long-term borrowings includes the amortization of the losses from the termination of interest rate swaps in August
2002. Those losses are being amortized over the original term of the swaps through 2010. Interest rate swap amortization expense was $1.2 million for fiscal 2006 compared with $2.3 million for fiscal 2005. The decline in the interest rate swap
amortization accounted for 36 basis points of the 40 basis point decline in the cost of long-term borrowings. Scheduled interest rate swap amortization for fiscal 2007 is $1.0 million. Additional information can be found in the notes to the
consolidated financial statements.

Net interest income for the year ended June 30, 2006, totaled $78.4 million versus $72.0 million for the year
ended June 30, 2005, an increase of $6.4 million. This increase was primarily due to a $230.4 million increase in interest-earning assets which was driven by loan growth. Both asset yields and liability costs increased during fiscal 2006 as
older loans and certificates of deposits matured or were paid off and were replaced by new instruments at higher interest rates. The net result was a 13 basis point decrease in the interest rate spread. The net interest margin decreased 4 basis
points to 3.29% for fiscal 2006 compared with 3.33% for fiscal 2005. Both spread and net interest margin decreased due to the flattening of the yield curve during fiscal 2006. As the yield curve becomes flatter there is less opportunity to increase
net interest income by taking on interest rate risk as the differential between short-term and long-term interest rates decreases.



41



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Average Balances, Interest Rates and Yields.The following table presents for the periods
indicated the total dollar amount of fully taxable equivalent 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.



|                                                                        |  |                |           |   |          |   |                   |  |        |  
|----------------------------------------------------------------------- |  | -------------- | --------- | - | -------- | - | ----------------- |  | ------ | -
|Year ended June 30,                                                     |  | 2006           |          
|                                                                        |  | AverageBalance |           |   | Interest |   | AverageYield/Cost | 
|Assets                                                                  |  |                |           |   |          |   |                   |  |        |  
|Interest-earning assets                                                 |  |                |           |   |          |   |                   |  |        |  
|Loans and loans held for sale (1)                                       |  | $              | 2,098,888 |   |          | $ | 135,091           |  | 6.44   | %
|Securities and interest-bearing deposits (1) (2)                        |  |                | 288,216   |   |          |   | 13,356            |  | 4.63   |  
|Federal Home Loan Bank stock                                            |  |                | 29,702    |   |          |   | 1,589             |  | 5.35   |  
|                                                                        |  |                |           |   |          |   |                   |  |        |  
|Total interest-earning assets                                           |  |                | 2,416,806 |   |          |   | 150,036           |  | 6.21   |  
|Noninterest-earning assets                                              |  |                |           |   |          |   |                   |  |        |  
|Cash and due from banks                                                 |  |                | 53,324    |   |          |   |                   |  |        |  
|Allowance for loan losses                                               |  |                | (19,740   | ) |          |   |                   |  |        |  
|Other assets                                                            |  |                | 162,367   |   |          |   |                   |  |        |  
|                                                                        |  |                |           |   |          |   |                   |  |        |  
|Total assets                                                            |  | $              | 2,612,757 |   |          |   |                   |  |        |  
|                                                                        |  |                |           |   |          |   |                   |  |        |  
|Liabilities                                                             |  |                |           |   |          |   |                   |  |        |  
|Interest-bearing liabilities                                            |  |                |           |   |          |   |                   |  |        |  
|Deposits                                                                |  |                |           |   |          |   |                   |  |        |  
|Checking accounts                                                       |  | $              | 117,699   |   |          | $ | 512               |  | 0.43   | %
|Savings and money market accounts                                       |  |                | 648,860   |   |          |   | 15,218            |  | 2.35   |  
|Certificates of deposit                                                 |  |                | 756,359   |   |          |   | 28,524            |  | 3.77   |  
|                                                                        |  |                |           |   |          |   |                   |  |        |  
|Total deposits                                                          |  |                | 1,522,918 |   |          |   | 44,254            |  | 2.91   |  
|Borrowings                                                              |  |                |           |   |          |   |                   |  |        |  
|Short-term                                                              |  |                | 270,635   |   |          |   | 11,115            |  | 4.11   |  
|Long-term                                                               |  |                | 302,931   |   |          |   | 15,270            |  | 5.04   |  
|                                                                        |  |                |           |   |          |   |                   |  |        |  
|Total interest-bearing liabilities                                      |  |                | 2,096,484 |   |          |   | 70,639            |  | 3.37   |  
|Noninterest-bearing liabilities                                         |  |                |           |   |          |   |                   |  |        |  
|Noninterest-bearing checking accounts                                   |  |                | 233,390   |   |          |   |                   |  |        |  
|Other liabilities                                                       |  |                | 35,677    |   |          |   |                   |  |        |  
|                                                                        |  |                |           |   |          |   |                   |  |        |  
|Total liabilities                                                       |  |                | 2,365,551 |   |          |   |                   |  |        |  
|Shareholders equity                                                    |  |                | 247,206   |   |          |   |                   |  |        |  
|                                                                        |  |                |           |   |          |   |                   |  |        |  
|Total liabilities and shareholders equity                               |  | $              | 2,612,757 |   |          |   |                   |  |        |  
|                                                                        |  |                |           |   |          |   |                   |  |        |  
|Fully tax-equivalent net interest income                                |  |                |           |   |          |   | 79,397            |  |        |  
|                                                                        |  |                |           |   |          |   |                   |  |        |  
|Interest rate spread                                                    |  |                |           |   |          |   |                   |  | 2.84   | %
|                                                                        |  |                |           |   |          |   |                   |  |        |  
|Net interest margin                                                     |  |                |           |   |          |   |                   |  | 3.29   | %
|                                                                        |  |                |           |   |          |   |                   |  |        |  
|Average interest-earning assets to average interest-bearing liabilities |  |                |           |   |          |   |                   |  | 115.28 | %
|                                                                        |  |                |           |   |          |   |                   |  |        |  
|Tax-equivalent adjustment                                               |  |                |           |   |          |   | 983               |  |        |  
|                                                                        |  |                |           |   |          |   |                   |  |        |  
|Net interest income                                                     |  |                |           |   |          | $ | 78,414            |  |        |  
|                                                                        |  |                |           |   |          |   |                   |  |        |  

---

|(1) | Average yields are stated on a fully taxable equivalent basis.
|--- | --------------------------------------------------------------

|(2) | 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



42



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|                                                                        |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|----------------------------------------------------------------------- |  | --------------- | --------- | - | -------- | - | ------------------- |  | ------ | --------------- |  | - | --------- | - | ------------------- | - | ------ |  | ------ | -
|Year ended June 30,                                                     |  | 2005            |           |   | 2004     |  
|                                                                        |  | Average Balance |           |   | Interest |   | Average Yield/ Cost |  |        | Average Balance |  |   | Interest  |   | Average Yield/ Cost |  
|Assets                                                                  |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Interest-earning assets                                                 |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Loans and loans held for sale (1)                                       |  | $               | 1,815,545 |   |          | $ | 107,232             |  | 5.91   | %               |  | $ | 1,169,251 |   |                     | $ | 72,031 |  | 6.16   | %
|Securities and interest-bearing deposits (1) (2)                        |  |                 | 340,954   |   |          |   | 13,856              |  | 4.06   |                 |  |   | 344,688   |   |                     |   | 13,768 |  | 3.99   |  
|Federal Home Loan Bank stock                                            |  |                 | 29,902    |   |          |   | 1,296               |  | 4.33   |                 |  |   | 23,371    |   |                     |   | 938    |  | 4.01   |  
|                                                                        |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Total interest-earning assets                                           |  |                 | 2,186,401 |   |          |   | 122,384             |  | 5.60   |                 |  |   | 1,537,310 |   |                     |   | 86,737 |  | 5.64   |  
|Noninterest-earning assets                                              |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Cash and due from banks                                                 |  |                 | 64,456    |   |          |   |                     |  |        |                 |  |   | 35,741    |   |                     |   |        |  |        |  
|Allowance for loan losses                                               |  |                 | (17,295   | ) |          |   |                     |  |        |                 |  |   | (11,163   | ) |                     |   |        |  |        |  
|Other assets                                                            |  |                 | 156,037   |   |          |   |                     |  |        |                 |  |   | 149,400   |   |                     |   |        |  |        |  
|                                                                        |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Total assets                                                            |  | $               | 2,389,599 |   |          |   |                     |  |        |                 |  | $ | 1,711,288 |   |                     |   |        |  |        |  
|                                                                        |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Liabilities                                                             |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Interest-bearing liabilities                                            |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Deposits                                                                |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Checking accounts                                                       |  | $               | 131,691   |   |          | $ | 574                 |  | 0.44   | %               |  | $ | 87,398    |   |                     | $ | 304    |  | 0.35   | %
|Savings and money market accounts                                       |  |                 | 592,939   |   |          |   | 8,233               |  | 1.39   |                 |  |   | 443,890   |   |                     |   | 5,418  |  | 1.22   |  
|Certificates of deposit                                                 |  |                 | 639,894   |   |          |   | 21,045              |  | 3.29   |                 |  |   | 557,746   |   |                     |   | 19,517 |  | 3.50   |  
|                                                                        |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Total deposits                                                          |  |                 | 1,364,524 |   |          |   | 29,852              |  | 2.19   |                 |  |   | 1,089,034 |   |                     |   | 25,239 |  | 2.32   |  
|Borrowings                                                              |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Short-term                                                              |  |                 | 267,679   |   |          |   | 5,927               |  | 2.21   |                 |  |   | 175,581   |   |                     |   | 1,880  |  | 1.07   |  
|Long-term                                                               |  |                 | 252,240   |   |          |   | 13,711              |  | 5.44   |                 |  |   | 155,312   |   |                     |   | 10,486 |  | 6.75   |  
|                                                                        |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Total interest-bearing liabilities                                      |  |                 | 1,884,443 |   |          |   | 49,490              |  | 2.63   |                 |  |   | 1,419,927 |   |                     |   | 37,605 |  | 2.65   |  
|Noninterest-bearing liabilities                                         |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Noninterest-bearing checking accounts                                   |  |                 | 241,017   |   |          |   |                     |  |        |                 |  |   | 60,647    |   |                     |   |        |  |        |  
|Other liabilities                                                       |  |                 | 35,824    |   |          |   |                     |  |        |                 |  |   | 41,016    |   |                     |   |        |  |        |  
|                                                                        |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Total liabilities                                                       |  |                 | 2,161,284 |   |          |   |                     |  |        |                 |  |   | 1,521,590 |   |                     |   |        |  |        |  
|Shareholders equity                                                    |  |                 | 228,315   |   |          |   |                     |  |        |                 |  |   | 189,698   |   |                     |   |        |  |        |  
|                                                                        |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Total liabilities and shareholders equity                               |  | $               | 2,389,599 |   |          |   |                     |  |        |                 |  | $ | 1,711,288 |   |                     |   |        |  |        |  
|                                                                        |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Fully tax-equivalent net interest income                                |  |                 |           |   |          |   | 72,894              |  |        |                 |  |   |           |   |                     |   | 49,132 |  |        |  
|Interest rate spread                                                    |  |                 |           |   |          |   |                     |  | 2.97   | %               |  |   |           |   |                     |   |        |  | 2.99   | %
|                                                                        |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Net interest margin                                                     |  |                 |           |   |          |   |                     |  | 3.33   | %               |  |   |           |   |                     |   |        |  | 3.20   | %
|                                                                        |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Average interest-earning assets to
average interest-bearing liabilities |  |                 |           |   |          |   |                     |  | 116.02 | %               |  |   |           |   |                     |   |        |  | 108.27 | %
|                                                                        |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Tax-equivalent
adjustment                                               |  |                 |           |   |          |   | 882                 |  |        |                 |  |   |           |   |                     |   | 964    |  |        |  
|                                                                        |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  
|Net interest income                                                     |  |                 |           |   |          | $ | 72,012              |  |        |                 |  |   |           |   |                     | $ | 48,168 |  |        |  
|                                                                        |  |                 |           |   |          |   |                     |  |        |                 |  |   |           |   |                     |   |        |  |        |  



43



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Rate/Volume Analysis of Net Interest Income. The following table presents the dollar amount of changes in
fully tax equivalent 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, 2006 Compared
to Year Ended June
30, 2005 |        |   | Year ended June 30, 2005 Compared
to Year Ended June
30, 2004
|                                         |  | Increase (Decrease) Due to                                    |        |   | Increase (Decrease) Due to                                   
|                                         |  | Volume                                                        |        |   | Rate                                                          |   |        | Net |  |   | Volume |   |  | Rate |        |   | Net
|                                         |  | (Dollars in thousands)                                       
|Interest-Earning Assets                  |  |                                                               |        |   |                                                               |   |        |     |  |   |        |   |  |      |        |   |     |   |        |   |  |   |       
|Loans and loans held for sale            |  | $                                                             | 17,693 |   |                                                               | $ | 10,166 |     |  | $ | 27,859 |   |  | $    | 38,239 |   |     | $ | (3,08  | ) |  | $ | 35,201
|Securities and interest-bearing deposits |  |                                                               | (2,299 | ) |                                                               |   | 1,799  |     |  |   | (500   | ) |  |      | (151   | ) |     |   | 239    |   |  |   | 88    
|Federal Home Loan Bank stock             |  |                                                               | (9     | ) |                                                               |   | 302    |     |  |   | 293    |   |  |      | 278    |   |     |   | 80     |   |  |   | 358   
|                                         |  |                                                               |        |   |                                                               |   |        |     |  |   |        |   |  |      |        |   |     |   |        |   |  |   |       
|Total interest-earning assets            |  |                                                               | 15,385 |   |                                                               |   | 12,267 |     |  |   | 27,652 |   |  |      | 38,366 |   |     |   | (2,719 | ) |  |   | 35,647
|Interest-Bearing Liabilities             |  |                                                               |        |   |                                                               |   |        |     |  |   |        |   |  |      |        |   |     |   |        |   |  |   |       
|Checking accounts                        |  |                                                               | (51    | ) |                                                               |   | (11    | )   |  |   | (62    | ) |  |      | 179    |   |     |   | 91     |   |  |   | 270   
|Savings and money market accounts        |  |                                                               | 839    |   |                                                               |   | 6,146  |     |  |   | 6,985  |   |  |      | 1,989  |   |     |   | 826    |   |  |   | 2,815 
|Certificate of deposit                   |  |                                                               | 4,152  |   |                                                               |   | 3,327  |     |  |   | 7,479  |   |  |      | 2,750  |   |     |   | (1,222 | ) |  |   | 1,528 
|Short-term borrowings                    |  |                                                               | 65     |   |                                                               |   | 5,123  |     |  |   | 5,188  |   |  |      | 1,335  |   |     |   | 2,712  |   |  |   | 4,047 
|Long-term borrowings                     |  |                                                               | 2,619  |   |                                                               |   | (1,060 | )   |  |   | 1,559  |   |  |      | 5,564  |   |     |   | (2,339 | ) |  |   | 3,225 
|                                         |  |                                                               |        |   |                                                               |   |        |     |  |   |        |   |  |      |        |   |     |   |        |   |  |   |       
|Total interest-bearing liabilities       |  |                                                               | 7,624  |   |                                                               |   | 13,525 |     |  |   | 21,149 |   |  |      | 11,817 |   |     |   | 68     |   |  |   | 11,885
|                                         |  |                                                               |        |   |                                                               |   |        |     |  |   |        |   |  |      |        |   |     |   |        |   |  |   |       
|Net change in net interest income        |  | $                                                             | 7,761  |   |                                                               |   | (1,258 | )   |  | $ | 6,503  |   |  | $    | 26,549 |   |     | $ | (2,787 | ) |  | $ | 23,762
|                                         |  |                                                               |        |   |                                                               |   |        |     |  |   |        |   |  |      |        |   |     |   |        |   |  |   |       

Provision for Loan Losses. The provision for loan losses was $5.9 million for fiscal 2006, which was
an increase of $2.4 million from $3.5 million for fiscal 2005. The provision for loan losses for fiscal 2006 was composed of $5.3 million related to First Place Bank loans and $0.6 million recorded for Northern loans after the merger was completed.
The $0.6 million provision was recorded to reflect a change in the approach to managing credit issues at Northern and to conform to the Companys credit policies. The primary change in the approach to problem assets is to resolve credit issues
more rapidly. This tends to result in larger initial losses but a decrease in the time an asset remains as nonperforming. Net charge-offs during fiscal 2006 were $2.3 million, an increase of $0.5 million from fiscal 2005. Net charge-offs as a
percent of average loans increased to 0.12% for fiscal 2006 compared with 0.11% for fiscal 2005. Nonperforming loans increased $4.2 million or 33.1% to $16.8 million at June 30, 2006, compared with $12.6 million at June 30, 2005. The
increase in the provision for loan losses in fiscal 2006 compared with fiscal 2005 was consistent with the increases in net charge-offs and nonperforming loans. The allowance for loan losses as a percent of loans declined to 0.95% at June 30,
2006, from 1.00% a year earlier. This decline was primarily due to the addition of the Northern loans which were primarily one- to four family loans and which historically had low levels of charge-offs.

Noninterest Income. Noninterest income increased 45.8% to $29.0 million for the year ended June 30, 2006, from $19.9 million for the prior year ended
June 30, 2005. The increase was due primarily to a significant increase in income related to loan servicing in the current year and a charge for other-than-temporary impairment of securities in the prior year.



44



---

Loan servicing income was $1.3 million for fiscal 2006 compared with $38,000 for fiscal 2005. Loan servicing income is
sensitive to changes in interest rates and can change dramatically from year to year as it has in the current fiscal year compared with the prior fiscal year. Loan servicing income is composed of the current fees generated from the servicing of sold
loans less the current amortization of mortgage servicing rights (MSRs) and the adjustment for any change in the allowance for impairment of MSRs, which are valued at the lower of cost or market. The valuation of MSRs is a critical accounting policy
and the Company utilizes the services of an independent firm to determine market value. Both the amortization and the valuation of MSRs are sensitive to movements in interest rates. Both amortization and impairment valuation allowances tend to
increase as rates fall and tend to decrease as rates rise. However, the level of amortization is a function of interest rates over the period while the level of impairment valuation allowances is a function of interest rates at the end of the
period. Interest rates were at extremely low levels three years ago on June 30, 2003, with many rates at or near the lowest level they had been in 40 years. During the past three years, both short-term and long term interest rates have varied
significantly and have not moved in tandem resulting in significant shifts in the shape and slope of the yield curve. The level and variability in interest rates over that period has resulted in significant variations in loan servicing income,
including changes in the level of impairment of MSRs. The table below shows how the change in the impairment of MSRs has impacted loan servicing income over the past two years.



|                                           |  |                     |       |      |   |      |  
|------------------------------------------ |  | ------------------- | ----- | ---- | - | ---- | -
|                                           |  | Year ended June 30, |      
|                                           |  | 2006                |       | 2005 |  
|Loan servicing income (loss)               |  |                     |       |      |   |      |  
|Loan servicing revenue net of amortization |  | $                   | 785   |      | $ | 379  |  
|Change in impairment of MSRs               |  |                     | 517   |      |   | (341 | )
|                                           |  |                     |       |      |   |      |  
|Total loan servicing income (loss)         |  | $                   | 1,302 |      | $ | 38   |  
|                                           |  |                     |       |      |   |      |  

The increase in loan servicing revenue net of amortization in the current year compared to the prior year was due
to a slowdown in amortization of servicing rights due to loan payoffs. The change in impairment was due to long-term interest rates being significantly higher at June 30, 2006, than they were at June 30, 2005. The remaining allowance for
impairment of MSRs at June 30, 2006 was $0.1 million.

Over the past several years, the volume and dollar value of loan servicing rights has been
growing more rapidly than total assets on a percentage basis. As a result, the Companys exposure to volatility in mortgage banking revenue has also increased. In order to reduce exposure to volatility due to rapid payoffs or impairment, the
Company sold MSRs with a cost basis of $11.0 million or approximately 43% of its loan servicing rights during March 2006. This resulted in a gain of $1.8 million contrasted with no gain in the prior year. Historically the Company has sold loans on
both a servicing retained and a servicing released basis. However, this was the Companys first sale of servicing rights. Management plans to consider additional sales of MSRs in the future depending on size of the servicing asset relative to
total assets and based on the current market for the sale of MSRs.

Net losses on sale of securities were $0.9 million for fiscal 2006 contrasted with a
gain of $0.1 million for fiscal 2005. Management made a strategic decision to sell $42 million of low yielding securities in March 2006 at a loss in order to reinvest to take advantage of yields in the current market that were higher than they had
been for the previous two years. Securities may be sold to generate changes in liquidity, interest rate risk or maximize total returns on securities or minimize losses on securities in anticipation of changes in interest rates. The Company does not
anticipate that gains or losses on the sale of securities are currently or will be a significant component of net income. However, the purchase and sale of securities do play a significant part in managing the overall liquidity, credit and interest
rate risk of the Company.

No impairment of securities was recorded during fiscal 2006 compared with a charge of $5.2 million during fiscal 2005. In
December 2004, the Company recorded a $5.2 million pretax charge for other-than-temporary impairment of Fannie Mae and Freddie Mac preferred stock. When the market value of a security remains significantly below amortized cost (impairment) for an
extended period of time, generally accepted accounting principles require a company to make a determination whether that impairment is temporary or other-than-temporary. All of the securities currently on the books of the Company are classified as
available for sale. Therefore, all securities are recorded in the statement of condition at market value. This is accomplished by a



45



---

credit or charge to other comprehensive income, and those market value changes are not reflected in the income statement. If securities are impaired and the
impairment is determined to be other-than-temporary, the securities are written down by reversing the existing charge to other comprehensive income and recording a charge to the income statement. The Freddie Mac and Fannie Mae preferred stocks owned
by the Company had been impaired for approximately three years.

Our research into the reasons for the impairment revealed the following information about
relevant events between September 30, 2004 and December 31, 2004:



| |  |  | In December 2004, the Securities and Exchange Commission recommended that Fannie Mae restate their financial statements to comply with Statements of Financial Accounting Standards
Nos. 91 and 133;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In December 2004, the Office of Federal Housing Enterprise Oversight indicated that Fannie Mae was significantly undercapitalized as of September 30, 2004 as a result of
accounting mistakes;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Fannie Mae had accepted the retirement of its CEO, the resignation of its CFO and had changed auditors all between December 1, 2004 and December 31, 2004;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Between September 30, 2004 and December 31, 2004, the impaired securities declined $1.1 million value in market value, which represented a 6.6% decline in value even
though the rates the securities are indexed to went up; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In December 2004, Senators Sununu, Hagel and Dole called for changes in the regulatory oversight of Fannie Mae and Freddie Mac based on Fannie Maes recent problems with their
financial statements and based on Freddie Macs financial reporting problems in 2003.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Based on this and other information the Company
chose to take a conservative position in projecting the timing of recovery of impairment. Therefore, the Company recorded a pre-tax charge of $5.2 million to record a write-down to recognize other-than-temporary impairment on all Freddie Mac and
Fannie Mae preferred stocks in the Companys securities portfolio that were impaired as of December 31, 2004. These stocks had a cost basis of $20.8 million and were written down to their market value at December 31, 2004 of $15.6
million. This write down did not have any effect on total capital or the net asset value of the securities as they had already been recorded at market value as available for sale securities.

Net gains on the sale of loans were stable between years, remaining at $5.9 million for fiscal 2006 and fiscal 2005. Gains in fiscal 2006 averaged 59 basis points on
$999 million in sales compared with 59 basis points on $997 million of loan sales in fiscal 2005. The level of loan originations, sales and gains on the sale of loans are all results that tend to vary inversely with interest rates. Loan activity
tends to increase as interest rates decrease and loan activity tends to decrease as interest rates increase. In spite of rising interest rates during fiscal 2006, the Company was able to maintain mortgage banking activity levels by selectively
adding experienced, successful loan officers and by concentrating on servicing customers purchasing homes over customers seeking refinances of their existing homes. Management anticipates increased variability in mortgage banking in future periods.

Service charges and fees on deposit accounts increased 5.1% or $0.3 million to $5.5 million for fiscal 2006 compared with $5.2 million for fiscal 2005.
Other income  bank increased 5.5% or $0.4 million to $7.4 million for fiscal 2006 compared with $7.0 million for fiscal 2005 primarily due to a $0.4 million gain from recognizing an equity interest in a credit card servicer resulting from a
conversion to the stock form of ownership. Other income  nonbank subsidiaries increased 15.5% or $1.1 million to $8.0 million primarily due to an increase in the level of commissions earned from insurance, real estate and wealth management
affiliates.

Noninterest Expense.  Noninterest expense for the year ended June 30, 2006 totaled $68.2 million compared to
$61.5 million for the year ended June 30, 2005, an increase of $6.7 million or 10.7%. The most prominent reason for the increase was $2.2 million in expenses for merger, integration and restructuring related to the Northern acquisition. There
were no expenses of this type in fiscal 2005. Salaries and employee benefits increased 10.4% or $3.1 million to $32.7 million in fiscal 2006 compared with $29.6 million in fiscal 2005. The increase was due to additions and replacement of executive
and other nonretail personnel along with increases to stock-based retirement and incentive plans. Loan expenses increased $0.3 million or 12.3% to $2.7 million due



46



---

to increased loan production, primarily in the commercial loan area. Marketing expense decreased $0.3 million or 13.4% due to a conscious effort by
management to control expenses in this area and concentrate on only the most effective delivery methods. Franchise tax expense increased $0.3 million or 26.2% to $1.4 million. The Company anticipates that the franchise tax will be at or below the
levels experienced in fiscal 2005 from July 2006 through December 2007. Amortization of intangible assets decreased $0.2 million or 5.8% due to a decline in the amortization of the core deposit intangible asset from the Franklin acquisition in May
2004. Amortization of intangibles will increase significantly beginning in July 2006 due to the Northern acquisition. Other noninterest expenses increased $0.9 million or 8.9% to $10.6 million for the current fiscal year compared to the prior year.
This increase was due to increases in ATM, real estate owned and other expenses related to growth in the balance sheet and business volumes.

Provision for Income Taxes.  Income tax for the current fiscal year was $10.3 million, an increase of $2.4 million from the prior year expense of $7.9 million. The increase in the income tax expense was due to the
increase in pretax income. The effective tax rate for the current fiscal year was 30.9% compared with 29.4% for the prior fiscal year. The increase in the effective tax rate was primarily due to the $1.0 million receipt of life insurance proceeds in
the prior year which was not subject to income tax.

Comparison of Results of Operations for Years Ended June 30, 2005 and 2004

General.  The Company recorded net income for the year ended June 30, 2005 of $18.9 million, an increase of 33.8% or $4.8 million, from net
income of $14.2 million for the year ended June 30, 2004. Diluted earnings per share for the year ended June 30, 2005 were $1.30, an increase of 19.3% compared to $1.09 for the year ended June 30, 2004. The increases in net income and
diluted earnings per share were due primarily to increased assets and earnings related to the May 28, 2004 acquisition of Franklin Bancorp, Inc. For fiscal 2005, returns on average equity (ROE) and average assets (ROA) were 8.29% and 0.79%,
respectively, compared to 7.46% and 0.83% for fiscal 2004.

Net interest income, loan growth and deposit growth are all significantly affected by changes
in interest rates. A review of activity in interest rate over the past two years is helpful in understanding changes in volumes and the levels of certain income statement categories. The chart below indicates the quarterly change in long-term and
short-term interest rates represented by changes in the U.S. 10-year treasury bond rate and the target federal funds rate.



|           |  |                                 |  |                          
|---------- |  | ------------------------------- |  | -------------------------
|Date       |  | U.S. 10-year Treasury Bond Rate |  | Target Federal Funds Rate
|06/30/2003 |  | 3.54%                           |  | 1.00%                    
|09/30/2003 |  | 3.96%                           |  | 1.00%                    
|12/31/2003 |  | 4.27%                           |  | 1.00%                    
|03/31/2004 |  | 3.86%                           |  | 1.00%                    
|06/30/2004 |  | 4.62%                           |  | 1.00%                    
|09/30/2004 |  | 4.14%                           |  | 1.75%                    
|12/31/2004 |  | 4.24%                           |  | 2.25%                    
|03/31/2005 |  | 4.50%                           |  | 2.75%                    
|06/30/2005 |  | 3.94%                           |  | 3.25%                    

While long-term rates, represented by the 10-year U.S. treasury rate, have fluctuated primarily between 3.90% and
4.50% over the past two years, short-term rates, as represented by the targeted federal funds rate, were stable during fiscal 2004 and rose steadily during fiscal 2005, increasing 225 basis points over the course of the year. As a result the yield
curve, which was relatively stable during fiscal 2004, became progressively flatter throughout fiscal 2005.

Net Interest
Income.  The table in the section titled Average Balances, Interest Rates and Yieldsprovides important information on factors impacting net interest income and should be read in conjunction with this discussion of
net interest income. Interest income and the resulting asset yields in the following table are stated on a fully tax-equivalent basis. Therefore, they will vary slightly from interest income in the Consolidated Statement of Income included in the
Consolidated Financial Statements. Interest income for the year ended June 30, 2005 totaled $121.5 million, an increase of $35.7 million from $85.8



47



---

million for the year ended June 30, 2004. Interest income on loans totaled $107.1 million for the year ended June 30, 2005 compared to $71.9
million for the year ended June 30, 2004, an increase of $35.2 million. The increase in interest income on loans was primarily due to an increase of $646.3 million in the average balance of loans partially offset by a reduction in the average
yield on loans of 0.25% to 5.91% for fiscal 2005 compared to 6.16% for the prior fiscal year. The increase in average loan balances was primarily due to including a full year of the loans of the Franklin Division of First Place Bank in fiscal 2005
compared to one month in fiscal 2004. The yield on loans declined as we continued to experience the payoff of older high rate mortgage loans. That decline was partially offset by increases in the yields on commercial and consumer loans due to
increases on the prime lending rate during fiscal 2005. Interest income on securities decreased $0.1 million and totaled $13.9 million for the year ended June 30, 2005 compared to $13.8 million for the prior year. The increase in interest
income on mortgage-backed and other securities was due to a 7 basis point increase in the average rate, partially offset by a $3.7 million decrease in the average balance.

Interest expense for the year ended June 30, 2005 was $49.5 million, an increase of $11.9 million from $37.6 million for the prior year ended June 30, 2004. Interest expense on deposits increased by $4.6
million to $29.8 million for the year ended June 30, 2005 from $25.2 million for the year ended June 30, 2004 primarily due to the increase in average balances net of a small benefit from a decrease in the average cost of deposits. Average
interest-bearing deposit balances increased $275.5 million to $1.364 billion for the year ended June 30, 2005 compared to $1,089.2 million for the year ended June 30, 2004. The increase in interest expense on deposits was primarily due to
including a full year of the deposits of the Franklin Division of First Place Bank in fiscal 2005 compared to one month in fiscal 2004. The average cost of deposits declined 13 basis points to 2.19% for fiscal 2005 compared with 2.32% for the
previous year. That decline was due to the maturity of older high rate certificates of deposit partially offset by increases in the cost of checking, savings and money market accounts. Interest expense on short-term borrowings increased $4.0 million
to $5.9 million from $1.9 million for the prior year primarily due to increases in short-term interest rates during fiscal 2005 and to a lesser extent due to increases in the average balance of short-term borrowings. Interest expense on long-term
borrowings increased $3.2 million and was $13.7 million for the year ended June 30, 2005, from $10.5 million for the prior year. The increase was primarily due to an increase of $96.9 million in the average balance of long-term borrowings
partially offset by a 131 basis point decrease in the average cost of long-term borrowings. The cost of long-term borrowings includes the amortization of the losses from the termination of interest rate swaps in August 2002. Those losses are being
amortized over the original term of the swaps through 2010. Interest rate swap amortization expense was $2.3 million for fiscal 2005 compared with $2.6 million for fiscal 2004. The decline in the interest rate swap amortization accounted for 10
basis points of the 131 basis point decline in the cost of long-term borrowings. Scheduled interest rate swap amortization for fiscal 2006 is $1.2 million. Additional information can be found in the notes to the consolidated financial statements.

Net interest income for the year ended June 30, 2005 totaled $72.0 million versus $48.2 million for the year ended June 30, 2004, an increase of
$23.8 million. This increase was primarily due to a $649.1 million increase in interest-earning assets which was primarily due to the addition of assets from the Franklin acquisition. Both asset yields and liability costs declined slightly during
fiscal 2005 as older loans and certificates of deposits matured or were paid off and were replaced by new instruments at lower interest rates. The net result was a 2 basis point decrease in the interest rate spread. The net interest margin increased
13 basis points to 3.33% for fiscal 2005 compared with 3.20% for fiscal 2004. The increase in the margin was primarily due to the increase in noninterest-bearing checking accounts of $180.4 million to an average balance of $241.0 for fiscal 2005
compared with $60.6 for fiscal 2004 which was also primarily due to the Franklin acquisition.

Provision for Loan Losses.  The
provision for loan losses was $3.5 million for fiscal 2005, which was a decrease of $1.4 million from $4.9 million for fiscal 2004. Net charge-offs declined $0.7 million to $1.8 million for fiscal 2005 from $2.5 million for fiscal 2004. Net
charge-offs as a percent of average loans decreased to 0.11% for fiscal 2005 compared with 0.23% for fiscal 2004. Taken together the provision and net charge-offs for fiscal 2005 resulted in an increase of $1.8 million or 10.5% in the allowance for
loan losses to $18.3 million at June 30, 2005 compared with $16.5 million at June 30, 2004. The allowance for loan losses as a percent of loans declined to 1.00% at June 30, 2005 from 1.10% a year earlier. This was consistent with the
change in nonperforming loans which increased on an absolute basis, but declined as a percent of loans.



48



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Noninterest Income.  Noninterest income decreased 11.7% to $19.9 million in the year ended
June 30, 2005 from $22.5 million for the prior year ended June 30, 2004. The decrease was due primarily to a charge for other-than-temporary impairment of securities and a decline in the gain on the sale of loans partially offset by
increases in service charges and other income generated by the Bank.

In December 2004 the Company recorded a $5.2 million pretax charge for
other-than-temporary impairment of Fannie Mae and Freddie Mac preferred stock. When the market value of a security remains significantly below amortized cost (impairment) for an extended period of time, generally accepted accounting principles
require a company to make a determination whether that impairment is temporary or other-than-temporary. All of the securities currently on the books of the Company are classified as available for sale. Therefore, all securities are recorded in the
statement of condition at market value. This is accomplished by a credit or charge to other comprehensive income, and those market value changes are not reflected in the income statement. If securities are impaired and the impairment is determined
to be other-than-temporary, the securities are written down by reversing the existing charge to other comprehensive income and recording a charge to the income statement.

The Freddie Mac and Fannie Mae preferred stocks owned by the Company had been impaired for approximately three years. In order to determine the nature of that impairment the following factors were considered:



| |  |  | The likelihood that changes in interest rates would result in a recovery of impairment;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | The Companys expectation for the direction and the magnitude of changes in interest rates;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | The level of confidence associated with the Companys expectation of future interest rates;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | Current ratings of Fannie Mae and Freddie Mac securities outstanding;
| | - |  | ---------------------------------------------------------------------



| |  |  | Alternative competing investments current available in the market;
| | - |  | ------------------------------------------------------------------



| |  |  | Public knowledge about current operations at Freddie Mac and Fannie Mae;
| | - |  | ------------------------------------------------------------------------



| |  |  | The political climate in which these agencies operate; and
| | - |  | ----------------------------------------------------------



| |  |  | The length of time these securities have already been impaired.
| | - |  | ---------------------------------------------------------------

Our
investigation of these issues revealed the following information about relevant events between September 30, 2004 and December 31, 2004:



| |  |  | In December 2004 the Securities and Exchange Commission recommended that Fannie Mae restate their financial statements to comply with Statements of Financial Accounting Standards
Nos. 91 and 133;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In December 2004 the Office of Federal Housing Enterprise Oversight indicated that Fannie Mae was significantly undercapitalized as of September 30, 2004 as a result of
accounting mistakes;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Fannie Mae had accepted the retirement of its CEO, the resignation of its CFO and had changed auditors all between December 1, 2004 and December 31, 2004;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Between September 30, 2004 and December 31, 2004, the impaired securities declined $1.1 million value in market value, which represented a 6.6% decline in value even
though the rates the securities are indexed to went up; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In December 2004 Senators Sununu, Hagel and Dole called for changes in the regulatory oversight of Fannie Mae and Freddie Mac based on Fannie Maes recent problems with their
financial statements and based on Freddie Macs financial reporting problems in 2003.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Based on this and other information the Company
chose to take a conservative position in projecting the timing of recovery of impairment. Therefore, the Company recorded a pre-tax charge of $5.2 million to record a write-down to recognize other-than-temporary impairment on all Freddie Mac and
Fannie Mae preferred stocks in the Companys securities portfolio that were impaired as of December 31, 2004. These stocks had a cost basis of $20.8 million and were written down to their market value at December 31, 2004 of $15.6
million. This write down did not have any effect on total capital or the net asset value of the securities as they had already been recorded at market value as available for sale securities.

Noninterest income also declined due to a decline in the net gains on sale of loans. Net gains on the sale of loans were $5.9 million in fiscal 2005, a decrease of 31.0%
from $8.5 million in fiscal 2004. Gains in fiscal 2005 averaged 59 basis points on $997 million in sales compared with 94 basis points on $905 million of loan sales in fiscal 2004. The most significant difference



49



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between fiscal 2004 and 2005 was that the first quarter of fiscal 2004 was a very favorable market to originate and sell residential mortgage loans. Interest
rates were at 40 year lows and refinance activity was at record high levels. During that quarter, the Company realized gains on the sale of loans of $4.0 million on sales of $184 million of loans or an average of 216 basis points. During the
remaining nine months of fiscal 2004, the Company realized gains of $4.5 million on sales of $721 million or an average gain of 62 basis points.

Service
charges and fees on deposit accounts increased 90.3% or $2.5 million to $5.2 million for fiscal 2005 compared with $2.8 million for fiscal 2004. This increase was due to increases in checking account and ATM fees that grew primarily due to the
increase in checking accounts from the Franklin acquisition. Other income  bank increased 70.4% or $2.9 million to $7.0 million for fiscal 2005 compared with $4.1 million for fiscal 2004. A portion of the increase was a payment of $1.0
million, which represented the tax-free proceeds of a life insurance policy on a former Company executive. The remainder was related to new banking services or an expansion in the level of existing services primarily due to the Franklin acquisition.
Loan servicing income was $38,000 for fiscal 2005 which represented a $27,000 increase over fiscal 2004. While these amounts were not significant when compared to net income in fiscal 2005 or fiscal 2004 the loan servicing operation is significant
because it is sensitive to changes in interest rates and has the potential to have a significant impact on net income in fiscal 2006 and future years. Loan servicing income is composed of the current fees generated from the servicing of sold loans
less the current amortization of mortgage servicing rights (MSRs) and the adjustment for any change in the allowance for impairment of MSRs, which are valued at the lower of cost or market. The valuation of MSRs is a critical accounting policy and
the Company utilizes the services of an independent firm to determine market value. Both the amortization and the valuation of MSRs are sensitive to movements in interest rates. Both amortization and impairment valuation allowances tend to increase
as rates fall and tend to decrease as rates rise. However, the level of amortization is a function of interest rates over the period while the level of impairment valuation allowances is a function of interest rates at the end of the period.
Historically low interest rates over the past three years and volatility in rates recently have resulted in the increased variability of loan servicing income on a quarterly basis in spite of the lack of change between the current and prior fiscal
years. The table below shows how the change in the impairment of MSRs impacts loan servicing income.



|                                           |  |                     |      |   |      |   |        |  
|------------------------------------------ |  | ------------------- | ---- | - | ---- | - | ------ | -
|                                           |  | Year ended June 30, |     
|                                           |  | 2005                |      |   | 2004 |  
|Loan servicing income (loss)               |  |                     |      |   |      |   |        |  
|Loan servicing revenue net of amortization |  | $                   | 379  |   |      | $ | (2,088 | )
|Change in impairment of MSRs               |  |                     | (341 | ) |      |   | 2,099  |  
|                                           |  |                     |      |   |      |   |        |  
|Total loan servicing income (loss)         |  | $                   | 38   |   |      | $ | 11     |  
|                                           |  |                     |      |   |      |   |        |  

The reduction of the loss in loan servicing revenue net of amortization in the current year compared to the prior
year was due to a slowdown in amortization of servicing rights due to loan payoffs. The change in impairment was due to long-term interest rates being significantly lower at June 30, 2005 than they were at June 30, 2004 whereas they were
significantly higher at June 30, 2004 than they were at June 30, 2003. The remaining allowance for impairment of MSRs at June 30, 2005 was $0.7 million.

Net gains on sale of securities were $0.1 million for fiscal 2005 compared with $0.5 million for fiscal 2004. Securities may be sold to generate changes in liquidity, interest rate risk or maximize total returns on
securities or minimize losses on securities in anticipation of changes in interest rates. The company does not anticipate that gains on the sale of securities are currently or will be a significant component of net income. However, the purchase and
sale of securities do play a significant part in managing the overall liquidity, credit and interest rate risk of the Company.

Noninterest
Expense.  Noninterest expense for the year ended June 30, 2005 totaled $61.5 million compared to $45.3 million for the year ended June 30, 2004, an increase of $16.2 million or 35.6%. The Company has undertaken a number
of expansion initiatives over the past two years which have resulted in increases in noninterest expense. These initiatives have also resulted in significant increases in net interest income, service charge income and commercial loan originations.
The most significant initiative was the acquisition of Franklin Bancorp Inc. on May 28, 2004. The acquisition was accounted for as a purchase. Therefore, the operating expenses of Franklin are included in the consolidated financial statements
beginning with the date of



50



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acquisition. Other initiatives during fiscal 2005 include expansion of the North Olmsted, Ohio loan production office to a business financial center, and the
addition of loan production offices in Carmel, Indiana and in Northville, Jackson and Holland, Michigan. These initiatives particularly impacted salaries and benefits and occupancy expenses. Salaries and employee benefits expense increased $7.9
million to $29.6 million for the current fiscal year compared with $21.7 million for the prior year. Occupancy and equipment expenses were $9.7 million for the year ended June 30, 2005, an increase of $3.2 million over expense of $6.5 million
for the prior fiscal year. Professional fees were $2.8 million for fiscal 2005 which was an increase of 64.0% or $1.1 million over fiscal 2004. The increase was due to additional independent audit costs and consulting costs to comply with
Sarbanes-Oxley Act Section 404, which relates to managements assessment of internal controls, outsourcing of the internal audit function for the first time in fiscal 2005 and from increased legal costs for delinquent loans as the Company
has grown due to the Franklin acquisition. Marketing expense increased $1.1 million or 87.4% due to the Franklin acquisition and due to increased advertising in Ohio to increase market awareness of the First Place name. Franchise tax expense
decreased $0.7 million or 36.9% to $1.1 million due to the impact of the Franklin acquisition. Amortization of intangible assets increased $2.6 million or 197.3% due to amortization of the core deposit intangible asset from the Franklin acquisition.
Merger, integration and restructuring expense related to the Franklin acquisition was $2.2 million in fiscal 2004 compared to no expense in the current year. Other noninterest expenses increased $2.4 million to $9.7 million for the current fiscal
year compared to $7.3 million in the prior year. This increase was also primarily due to the increase in the size of the Company as a result of the Franklin acquisition and other expansion initiatives.

Provision for Income Taxes.  Income tax for the current fiscal year was $7.9 million, an increase of $1.7 million from the prior year expense of
$6.2 million. The effective tax rate for the current fiscal year was 29.4% compared with 30.4% for the prior fiscal year. The increase in the income tax expense was due to the increase in pretax income. The decrease in the effective tax rate was
primarily due to the $1.0 million receipt of life insurance proceeds in the current year which was not subject to income tax.

Liquidity

Liquidity is a measurement of the Companys ability to generate adequate cash flows to meet the demands of its customers and provide adequate flexibility for the
Company to take advantage of market opportunities. Cash is used to fund loans, purchase investments, fund the maturity of liabilities, and at times to fund deposit outflows and operating activities. The Companys principal sources of funds are
deposits; amortization, prepayments and sales of loans; maturities, sales and principal receipts from securities; borrowings; the issuance of debt or equity securities and operations. Managing liquidity entails balancing the need for cash or the
ability to borrow against the objectives of maximizing profitability and minimizing interest rate risk. The most liquid types of assets typically carry the lowest yields.

At June 30, 2006, the Company had $167 million of cash and unpledged securities available to meet cash needs. Unpledged securities can be sold or pledged to secure additional borrowings. In addition, the Company
had the ability to borrow an additional $131 million from the Federal Home Loan Bank based on loans currently pledged under blanket pledge agreements. This compared to $151 million of cash and unpledged securities and Federal Home Loan Bank
availability of $42 million at June 30, 2005. Potential cash available as measured by liquid assets and borrowing capacity has increased during fiscal 2006 primarily due to the addition of pledgable assets with the Northern acquisition. In
addition to the sources of funds listed above, the Company has the ability to raise additional funds by increasing deposit rates relative to competition locally or in national markets, or to sell additional loans. Management believes that the
current and potential resources mentioned are adequate to meet liquidity needs in the foreseeable future.

First Place Financial Corp., as a holding
company, has more limited sources of liquidity. In addition to its existing liquid assets it can raise funds in the securities markets through debt or equity offerings or it can receive dividends from the Bank. Cash can be used by the holding
company to make acquisitions, pay the quarterly interest payments on its Junior Subordinated Debentures, pay dividends to common shareholders and fund operating expenses. At June 30, 2006, the holding company had cash and unpledged securities
of $40 million available to meet cash needs. Annual debt service on the Junior Subordinated Debentures is approximately $4 million. Banking regulations limit the amount of dividends that can be paid to the holding company without



51



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prior approval of the OTS. Generally the Bank may pay dividends without prior approval as long as the dividend is not more than the total of the current
calendar year-to-date earnings plus any earnings from the previous two years not already paid out in dividends, and as long as the Bank would remain well capitalized. The Bank has not paid any dividends to the holding company during fiscal 2006 and
Northern paid a dividend of $15 million to the holding company in June 2006. As of June 30, 2006, the Bank would be able to pay approximately $12 million and Northern would not be able to pay any additional dividend without the approval of the
OTS. Future dividend payments by the Bank beyond the $12 million will be based upon future earnings or the approval of the OTS.

Impact of Inflation

Consolidated financial data included herein has been prepared in accordance with accounting principles generally accepted in the United States of
America (GAAP). Presently, GAAP requires the Company to measure financial position and operating results primarily in terms of historical dollars. Changes in the relative value of money due to inflation or deflation are generally not considered.

In managements opinion, changes in interest rates affect the financial condition of the Company 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, the Company reviews its interest rate risk position frequently, monitoring its exposure and taking necessary steps to minimize any detrimental effects on the Companys profitability.

Critical Accounting Policies

The Company follows financial
accounting and reporting policies that are in accordance with GAAP and conform to general practices within the banking industry. Some of these accounting policies require management to make estimates and judgments about matters that are uncertain.
Application of assumptions different than those used by management could have a material impact on the Companys financial position or results of operations. These policies are considered to be critical accounting policies. These policies
include the policies to determine the adequacy of the allowance for loan losses and the valuation of the mortgage servicing rights. These policies, current assumptions and estimates utilized and the related disclosure of this process are determined
by management and reviewed periodically with the Audit Committee of the Board of Directors. Management believes that the judgments, estimates and assumptions used in the preparation of the consolidated financial statements are appropriate given the
factual circumstances at the time. Details of the policies, the nature of the estimates, and the sensitivity of the estimates follow.

Allowance for
loan losses.The allowance for loan losses represents managements estimate of probable incurred credit losses in the portfolio at each balance sheet date. Management analyzes the adequacy of the allowance based on a review of the loans in
the portfolio along with an analysis of external factors. Loans are reviewed individually, or in the case of small homogeneous loans, in the aggregate. This review includes historical data, the ability of the borrower to meet the terms of the loan,
an evaluation of the collateral securing the loan, various collection strategies and other factors relevant to the loan or loans. External factors considered include economic conditions, current interest rates, trends in the borrowers industry
and the market for various types of collateral. In addition, overall information about the loan portfolio or segments of the portfolio is considered, including industry concentrations, delinquency statistics and workout experience based on factors
such as historical loss experience, the nature and volume of the portfolio, loan concentrations, specific problem loans and current economic conditions. As a result, determining the appropriate level for the allowance for loan losses involves not
only evaluating the current financial situation of individual borrowers or groups of borrowers but also current predictions about future cash flows that could change before an actual loss is determined. Based on the variables involved and the fact
that management must make judgments about outcomes that are uncertain, the determination of the allowance for loan losses is considered to be a critical accounting policy.

One of the tools utilized by management to determine the appropriate level for the allowance for loan losses is the grading of individual loans according to the severity of credit issue. An illustration of the
sensitivity of this system to changes in conditions



52



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or changes in estimates follows. The most serious grading a loan can receive is to be classified as a loss. A loan classified in the loss grade would be 100%
reserved and would be subject to charge-off. The next most serious grade is identified as doubtful. At June 30, 2006, the Company had $8.6 million of loans classified as doubtful. If all of these loans were to deteriorate and become classified
as a loss the allowance for loan losses would need to increase by approximately $5.5 million.

Mortgage Servicing Rights. When the Company sells a
mortgage loan and retains the rights to service that loan, the amortized cost of the loan is allocated between the loan sold and the mortgage servicing right retained. The basis assigned to the mortgage servicing right is amortized in proportion to
and over the life of the net revenue anticipated to be received from servicing the loan. Mortgage servicing rights are valued at the lower of amortized cost or estimated fair value. Fair value is measured by stratifying the portfolio of loan
servicing rights into groups of loans with similar risk characteristics. When the amortized cost of a group of loans exceeds the fair value, an allowance for impairment is recorded to reduce the value of the mortgage servicing rights to fair value.
Fair value for each group of loans is determined quarterly by obtaining an appraisal from an independent third party. That appraisal is based on a modeling process in conjunction with information on recent sales of mortgage servicing rights. Some of
the assumptions used in the modeling process are prepayment speeds, delinquency rates, servicing costs, periods to hold idle cash, returns currently available on idle cash, and a discount rate, which takes into account the current rate of return
anticipated by holders of servicing rights. The process of determining the fair value of servicing rights involves a number of judgments and estimates including the way loans are grouped, the estimation of the various assumptions used by recent
buyers and a projection of how those assumptions may change in the future. The most important variable in valuing servicing rights is the level of interest rates. Long-term interest rates are the primary determinant of prepayment speeds while
short-term interest rates determine the return available on idle cash. The process of estimating the value of loan servicing rights is further complicated by the fact that short-term and long-term interest rates may change in a similar magnitude and
direction or may change independent of each other. The following table indicates how changes in assumptions about the prepayment speeds in the mortgage loan servicing portfolio would affect the fair value of the portfolio, as of the date of the most
recent outside quarterly evaluation date, May 31, 2006.



|                                                  |  |   |       
|------------------------------------------------- |  | - | ------
|Fair Value of Mortgage Servicing Rights           |  | $ | 19,369
|Fair Value of Mortgage Servicing Rights assuming: |  |   |       
|20% increase in prepayment speeds                 |  | $ | 17,851
|40% increase in prepayment speeds                 |  | $ | 16,566

Loan prepayment speeds have varied significantly over the past three years and could continue to vary in the
future. In addition, any of the other variables mentioned above could change over time. Therefore, the valuation of mortgage servicing rights is, and is expected to continue to be, a critical accounting policy where the results are based on
estimates that are subject to change over time and can have a significant financial impact on the Company.



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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Asset/Liability Management and Market Risk

The Company, like other
financial institutions, is subject to market risk. Market risk is the type of risk that occurs when a company suffers economic loss due to changes in the market value of various types of assets or liabilities. As a financial institution, the Company
makes a profit by accepting and managing various risks such as credit risk and interest rate risk. Interest rate risk is the Companys primary market risk. It is the risk that occurs when changes in market interest rates will result in a
reduction in net interest income or net interest margin because interest-bearing assets and interest-bearing liabilities mature at different intervals and reprice at different times. Asset/liability management is the measurement and analysis of the
Companys exposure to changes in net interest income due to changes in interest rates. The objective of the Companys asset/liability management function is to balance the goal of maximizing net interest income with the control of risks in
the areas of liquidity, safety, capital adequacy and earnings volatility. In general, the Companys customers seek loans with long-term fixed rates and deposit products with shorter maturities which creates a mismatch of asset and liability
maturities. The Companys primary strategy to counteract this mismatch is to sell the majority of long-term fixed rate loans within 45 days after they are closed. The Company manages this risk and other aspects of interest rate risk on a
continuing basis through a number of functions including review of monthly financial results, rate setting, cash forecasting and planning, budgeting and an Asset/Liability Committee.

On a quarterly basis, the Asset/Liability Committee reviews the results of an interest rate risk model that forecasts changes in net interest income and net portfolio value (NPV), based on one or more interest rate
scenarios. NPV is the market value of financial assets less the market value of financial liabilities. NPV is performed as of a single point in time and does not include estimates of future business volumes. The model combines detailed information
on existing assets and liabilities with an interest rate forecast, loan prepayment speed assumptions and assumptions about how those assets and liabilities will react to changes in interest rates. These assumptions are inherently uncertain, and as a
result, the model cannot precisely measure net interest income or precisely predict the impact of fluctuations in interest rates on net interest income. Actual results will differ from simulated results due to timing, customer product and term
selection, magnitude and frequency of interest rate changes as well as differences in how interest rates change at various points along the yield curve.

The results below indicate how NPV would change based on various changes in interest rates. The projections are as of June 30, 2006, and a year earlier and are based on an instantaneous change in interest rates and assume that
short-term and long-term rates change by the same magnitude and in the same direction.



|                           |  |                                         |  |                                         |  
|-------------------------- |  | --------------------------------------- |  | --------------------------------------- | -
|Net Portfolio Value        | 
|                           |  |                                        
|Basis PointChange in Rates |  | June 30, 2006 Net Portfolio Value Ratio |  | June 30, 2005 Net Portfolio Value Ratio |  
|+200                       |  | 8.57%                                   |  | 9.01                                    | %
|+100                       |  | 10.09%                                  |  | 10.02                                   | %
|Base                       |  | 11.24%                                  |  | 10.76                                   | %
|-100                       |  | 12.12%                                  |  | 11.10                                   | %
|-200                       |  | 12.85%                                  |  | 11.49                                   | %

The change in the NPV ratio is a long-term measure of what might happen to the market value of financial assets
and liabilities over time if interest rates changed instantaneously and the Company did not change existing strategies. The actual results could be better or worse based on changes in interest rate risk strategies. The above results indicate the
Company is exposed to a decline in NPV if rates rise and would realize an increase in NPV from falling rates. In addition the Company is in a position to gain more from falling rates and to lose more from rising rates than it was a year earlier. The
results of the projections are within parameters established by the Board of Directors.

In addition to the risk of changes in net interest income, the
Company is exposed to interest rate risk related to loans held for sale and loan commitments. This is the risk that occurs when changes in interest rates will reduce gains or result in losses on the sale of residential mortgage loans that the
Company has committed to originate but has not yet contracted to sell. The Company hedges this risk by executing commitments to sell loans or mortgage-backed securities based on the volume of committed loans that are likely to close. Additionally,
MSRs act as a hedge against rising rates, as they becomes more valuable in a rising rate environment, offsetting the decline in the value of loan commitments or loans held for sale in a rising rate environment.



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Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

Board of Directors and Shareholders

First Place Financial Corp.

Warren, Ohio

LOGO

We have audited the accompanying consolidated statements of financial condition of First Place Financial Corp. as of
June 30, 2006 and 2005, 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, 2006. 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 the standards of the Public Company Accounting Oversight Board (United States). 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, 2006 and 2005, and the results of its operations and its cash flows for each
of the three years in the period ended June 30, 2006, in conformity with accounting principles generally accepted in the United States of America.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the First Place Financial Corp.s internal control over financial reporting as of June 30, 2006,
based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 25, 2006 expressed an unqualified opinion thereon.

LOGO

Crowe Chizek and Company LLC

Cleveland, Ohio

August 25, 2006



55



---

Consolidated Statements of Financial Condition



|                                                                                               |  |                                          |           |   |      |   |           |  
|---------------------------------------------------------------------------------------------- |  | ---------------------------------------- | --------- | - | ---- | - | --------- | -
|June 30,                                                                                       |  | 2006                                     |           |   | 2005 |  
|                                                                                               |  | (Dollars in thousands,except share data) |          
|ASSETS                                                                                         |  |                                          |           |  
|Cash and due from banks                                                                        |  | $                                        | 72,906    |   |      | $ | 52,549    |  
|Interest-bearing deposits in other banks                                                       |  |                                          | 4,605     |   |      |   |          |  
|Securities available for sale                                                                  |  |                                          | 302,994   |   |      |   | 296,314   |  
|Loans held for sale                                                                            |  |                                          | 154,799   |   |      |   | 145,053   |  
|Loans                                                                                          |  |                                          | 2,350,784 |   |      |   | 1,831,121 |  
|Less, allowance for loan losses                                                                |  |                                          | 22,319    |   |      |   | 18,266    |  
|                                                                                               |  |                                          |           |   |      |   |           |  
|Loans, net                                                                                     |  |                                          | 2,328,465 |   |      |   | 1,812,855 |  
|Federal Home Loan Bank stock                                                                   |  |                                          | 32,616    |   |      |   | 30,621    |  
|Premises and equipment, net                                                                    |  |                                          | 35,485    |   |      |   | 21,367    |  
|Goodwill                                                                                       |  |                                          | 88,009    |   |      |   | 55,076    |  
|Core deposit and other intangibles                                                             |  |                                          | 17,405    |   |      |   | 15,282    |  
|Other assets                                                                                   |  |                                          | 75,926    |   |      |   | 69,826    |  
|                                                                                               |  |                                          |           |   |      |   |           |  
|Total assets                                                                                   |  | $                                        | 3,113,210 |   |      | $ | 2,498,943 |  
|                                                                                               |  |                                          |           |   |      |   |           |  
|LIABILITIES                                                                                    |  |                                          |           |   |      |   |           |  
|Deposits                                                                                       |  |                                          |           |   |      |   |           |  
|Noninterest bearing checking                                                                   |  | $                                        | 224,738   |   |      | $ | 235,840   |  
|Interest-bearing checking                                                                      |  |                                          | 140,752   |   |      |   | 110,774   |  
|Savings                                                                                        |  |                                          | 242,178   |   |      |   | 195,203   |  
|Money market                                                                                   |  |                                          | 511,482   |   |      |   | 441,134   |  
|Certificates of deposit                                                                        |  |                                          | 941,597   |   |      |   | 726,388   |  
|                                                                                               |  |                                          |           |   |      |   |           |  
|Total deposits                                                                                 |  |                                          | 2,060,747 |   |      |   | 1,709,339 |  
|Securities sold under agreements to repurchase                                                 |  |                                          | 44,013    |   |      |   | 36,946    |  
|Borrowings                                                                                     |  |                                          | 603,906   |   |      |   | 455,206   |  
|Junior subordinated debentures owed to unconsolidated subsidiary trusts                        |  |                                          | 61,857    |   |      |   | 30,929    |  
|Other liabilities                                                                              |  |                                          | 31,113    |   |      |   | 29,867    |  
|                                                                                               |  |                                          |           |   |      |   |           |  
|Total liabilities                                                                              |  |                                          | 2,801,636 |   |      |   | 2,262,287 |  
|                                                                                               |  |                                         
|SHAREHOLDERS EQUITY                                                                           |  |                                          |           |   |      |   |           |  
|Preferred stock, $.01 par value, 3,000,000 shares authorized, no shares issued and outstanding |  |                                          |          |   |      |   |          |  
|Common stock, $.01 par value, 33,000,000 shares authorized; 18,114,673 shares issued           |  |                                          | 181       |   |      |   | 181       |  
|Additional paid-in capital                                                                     |  |                                          | 214,243   |   |      |   | 188,931   |  
|Retained earnings                                                                              |  |                                          | 116,757   |   |      |   | 101,878   |  
|Unearned employee stock ownership plan shares                                                  |  |                                          | (4,452    | ) |      |   | (5,045    | )
|Unearned recognition and retention plan shares                                                 |  |                                          |          |   |      |   | (1,134    | )
|Treasury stock, at cost, 681,228 shares at June 30, 2006 and 3,088,854 shares at June 30, 2005 |  |                                          | (10,096   | ) |      |   | (44,638   | )
|Accumulated other comprehensive loss, net                                                      |  |                                          | (5,059    | ) |      |   | (3,517    | )
|                                                                                               |  |                                          |           |   |      |   |           |  
|Total shareholders equity                                                                     |  |                                          | 311,574   |   |      |   | 236,656   |  
|                                                                                               |  |                                          |           |   |      |   |           |  
|Total liabilities and shareholders equity                                                     |  | $                                        | 3,113,210 |   |      | $ | 2,498,943 |  
|                                                                                               |  |                                          |           |   |      |   |           |  

See accompanying notes to consolidated financial statements.



56



---

Consolidated Statements of Income



|                                                    |  |                                           |         |   |      |   |         |      |  |   |       
|--------------------------------------------------- |  | ----------------------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------
|Years ended June 30,                                |  | 2006                                      |         |   | 2005 |   |         | 2004
|                                                    |  | (Dollars in thousands, except share data)
|Interest income                                     |  |                                           |         |   |      |   |         |      |  |   |       
|Loans, including fees                               |  | $                                         | 134,936 |   |      | $ | 107,103 |      |  | $ | 71,899
|Securities:                                         |  |                                           |         |   |      |   |         |      |  |   |       
|Taxable                                             |  |                                           | 12,298  |   |      |   | 12,773  |      |  |   | 12,050
|Tax exempt                                          |  |                                           | 1,819   |   |      |   | 1,626   |      |  |   | 1,824 
|                                                    |  |                                           |         |   |      |   |         |      |  |   |       
|Total interest income                               |  |                                           | 149,053 |   |      |   | 121,502 |      |  |   | 85,773
|                                                    |  |                                           |        
|Interest expense                                    |  |                                           |         |   |      |   |         |      |  |   |       
|Deposits                                            |  |                                           | 44,256  |   |      |   | 29,852  |      |  |   | 25,239
|Short-term borrowings                               |  |                                           | 11,114  |   |      |   | 5,927   |      |  |   | 1,880 
|Long-term borrowings                                |  |                                           | 15,269  |   |      |   | 13,711  |      |  |   | 10,486
|                                                    |  |                                           |         |   |      |   |         |      |  |   |       
|Total interest expense                              |  |                                           | 70,639  |   |      |   | 49,490  |      |  |   | 37,605
|                                                    |  |                                           |         |   |      |   |         |      |  |   |       
|Net interest income                                 |  |                                           | 78,414  |   |      |   | 72,012  |      |  |   | 48,168
|                                                    |  |                                           |        
|Provision for loan losses                           |  |                                           | 5,875   |   |      |   | 3,509   |      |  |   | 4,896 
|                                                    |  |                                           |         |   |      |   |         |      |  |   |       
|Net interest income after provision for loan losses |  |                                           | 72,539  |   |      |   | 68,503  |      |  |   | 43,272
|                                                    |  |                                           |        
|Noninterest income                                  |  |                                           |         |   |      |   |         |      |  |   |       
|Service charges and fees on deposit accounts        |  |                                           | 5,505   |   |      |   | 5,238   |      |  |   | 2,752 
|Net (losses) gains on sale of securities            |  |                                           | (943    | ) |      |   | 91      |      |  |   | 480   
|Impairment of securities                            |  |                                           |        |   |      |   | (5,246  | )    |  |   |      
|Net gains on sale of loans                          |  |                                           | 5,922   |   |      |   | 5,853   |      |  |   | 8,481 
|Gain on sale of loan servicing rights               |  |                                           | 1,841   |   |      |   |        |      |  |   |      
|Loan servicing income                               |  |                                           | 1,302   |   |      |   | 38      |      |  |   | 11    
|Other income  bank                                 |  |                                           | 7,408   |   |      |   | 7,024   |      |  |   | 4,123 
|Other income  nonbank subsidiaries                 |  |                                           | 7,950   |   |      |   | 6,881   |      |  |   | 6,663 
|                                                    |  |                                           |         |   |      |   |         |      |  |   |       
|Total noninterest income                            |  |                                           | 28,985  |   |      |   | 19,879  |      |  |   | 22,510
|                                                    |  |                                           |        
|Noninterest expense                                 |  |                                           |         |   |      |   |         |      |  |   |       
|Salaries and employee benefits                      |  |                                           | 32,654  |   |      |   | 29,575  |      |  |   | 21,704
|Occupancy and equipment                             |  |                                           | 10,089  |   |      |   | 9,699   |      |  |   | 6,483 
|Professional fees                                   |  |                                           | 2,816   |   |      |   | 2,780   |      |  |   | 1,695 
|Loan expenses                                       |  |                                           | 2,716   |   |      |   | 2,419   |      |  |   | 1,629 
|Marketing                                           |  |                                           | 2,005   |   |      |   | 2,314   |      |  |   | 1,235 
|Merger, integration and restructuring expense       |  |                                           | 2,173   |   |      |   |        |      |  |   | 2,175 
|Franchise taxes                                     |  |                                           | 1,407   |   |      |   | 1,115   |      |  |   | 1,766 
|Amortization of intangible assets                   |  |                                           | 3,655   |   |      |   | 3,880   |      |  |   | 1,305 
|Other                                               |  |                                           | 10,635  |   |      |   | 9,764   |      |  |   | 7,425 
|                                                    |  |                                           |         |   |      |   |         |      |  |   |       
|Total noninterest expense                           |  |                                           | 68,150  |   |      |   | 61,546  |      |  |   | 45,417
|                                                    |  |                                           |         |   |      |   |         |      |  |   |       
|Income before income taxes                          |  |                                           | 33,374  |   |      |   | 26,836  |      |  |   | 20,365
|Provision for income taxes                          |  |                                           | 10,330  |   |      |   | 7,898   |      |  |   | 6,214 
|                                                    |  |                                           |         |   |      |   |         |      |  |   |       
|Net income                                          |  | $                                         | 23,044  |   |      | $ | 18,938  |      |  | $ | 14,151
|                                                    |  |                                           |         |   |      |   |         |      |  |   |       
|Earnings per share:                                 |  |                                           |         |   |      |   |         |      |  |   |       
|Basic                                               |  | $                                         | 1.58    |   |      | $ | 1.32    |      |  | $ | 1.11  
|Diluted                                             |  | $                                         | 1.55    |   |      | $ | 1.30    |      |  | $ | 1.09  

See accompanying notes to consolidated financial statements.



57



---

Consolidated Statements of Changes in Shareholders Equity



|                                                                                                           |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   |         |  
|---------------------------------------------------------------------------------------------------------- |  | ----------------------------------------- | --- | ------------------------ | - | ------- | ---------------- |  | - | ------------------ | - |  | ----------------- | ------ | - | ------------- | - | ------ | ------------------------------------------ |  | - | ------- | - |  | - | ------ | - |  | - | ------- | -
|                                                                                                           |  | CommonStock                               |     | AdditionalPaid-inCapital |   |         | RetainedEarnings |  |   | UnearnedESOPShares |   |  | UnearnedRRPShares |        |   | TreasuryStock |   |        | AccumulatedOtherComprehensiveIncome (Loss) |  |   | Total   |  
|                                                                                                           |  | (Dollars in thousands, except share data) |    
|Balance at July 1, 2003                                                                                    |  | $                                         | 181 |                          | $ | 177,059 |                  |  | $ | 83,806             |   |  | $                 | (6,219 | ) |               | $ | (1,887 | )                                          |  | $ | (66,452 | ) |  | $ | (3,807 | ) |  | $ | 182,681 |  
|                                                                                                           |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   |         |  
|Comprehensive income:                                                                                      |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   |         |  
|Net income                                                                                                 |  |                                           |     |                          |   |         |                  |  |   | 14,151             |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | 14,151  |  
|Change in unrealized gain (loss) on securities available for sale, net of reclassification and tax effects |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   | (5,365 | ) |  |   | (5,365  | )
|Loss on termination of interest rate swaps reclassified into income, net of tax                            |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   | 1,675  |   |  |   | 1,675   |  
|                                                                                                           |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   |         |  
|Total comprehensive income                                                                                 |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | 10,461  |  
|Cash dividends declared ($.56 per share)                                                                   |  |                                           |     |                          |   |         |                  |  |   | (6,916             | ) |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | (6,916  | )
|Commitment to release employee stock ownership plan shares (59,352 shares)                                 |  |                                           |     |                          |   | 501     |                  |  |   |                    |   |  |                   | 580    |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | 1,081   |  
|Commitment to release recognition and retention plan shares (50,812 shares)                                |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   | 682    |                                            |  |   |         |   |  |   |        |   |  |   | 682     |  
|Purchase of 385,900 shares of common stock                                                                 |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   | (6,815  | ) |  |   |        |   |  |   | (6,815  | )
|Stock options exercised (85,861 shares)                                                                    |  |                                           |     |                          |   | (180    | )                |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   | 1,189   |   |  |   |        |   |  |   | 1,009   |  
|Issuance of 2,155,727 shares of stock for Franklin Bancorp, Inc.                                           |  |                                           |     |                          |   | 10,779  |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   | 29,986  |   |  |   |        |   |  |   | 40,765  |  
|Stock issued as employee compensation (671 shares)                                                         |  |                                           |     |                          |   | 2       |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   | 9       |   |  |   |        |   |  |   | 11      |  
|Tax benefit related to exercise of stock options                                                           |  |                                           |     |                          |   | 151     |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | 151     |  
|                                                                                                           |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   |         |  
|Balance at June 30, 2004                                                                                   |  |                                           | 181 |                          |   | 188,312 |                  |  |   | 91,041             |   |  |                   | (5,639 | ) |               |   | (1,205 | )                                          |  |   | (42,083 | ) |  |   | (7,497 | ) |  |   | 223,110 |  
|                                                                                                           |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   |         |  
|Comprehensive income:                                                                                      |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   |         |  
|Net income                                                                                                 |  |                                           |     |                          |   |         |                  |  |   | 18,938             |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | 18,938  |  
|Change in unrealized gain (loss) on securities available for sale, net of reclassification and tax effects |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   | 2,465  |   |  |   | 2,465   |  
|Loss on termination of interest rate swaps reclassified into income, net of tax                            |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   | 1,515  |   |  |   | 1,515   |  
|                                                                                                           |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   |         |  
|Total comprehensive income                                                                                 |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | 22,918  |  
|Cash dividends declared ($.56 per share)                                                                   |  |                                           |     |                          |   |         |                  |  |   | (8,101             | ) |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | (8,101  | )
|Commitment to release employee stock ownership plan shares (59,352 shares)                                 |  |                                           |     |                          |   | 581     |                  |  |   |                    |   |  |                   | 594    |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | 1,175   |  
|Commitment to release recognition and retention plan shares (7,201 shares)                                 |  |                                           |     |                          |   | 35      |                  |  |   |                    |   |  |                   |        |   |               |   | 71     |                                            |  |   |         |   |  |   |        |   |  |   | 106     |  
|Purchase of 236,488 shares of common stock                                                                 |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   | (4,284  | ) |  |   |        |   |  |   | (4,284  | )
|Stock options exercised (120,943 shares)                                                                   |  |                                           |     |                          |   | (274    | )                |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   | 1,729   |   |  |   |        |   |  |   | 1,455   |  
|Tax benefit related to exercise of stock options                                                           |  |                                           |     |                          |   | 277     |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | 277     |  
|                                                                                                           |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   |         |  
|Balance at June 30, 2005                                                                                   |  |                                           | 181 |                          |   | 188,931 |                  |  |   | 101,878            |   |  |                   | (5,045 | ) |               |   | (1,134 | )                                          |  |   | (44,638 | ) |  |   | (3,517 | ) |  |   | 236,656 |  
|                                                                                                           |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   |         |  
|Comprehensive income:                                                                                      |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   |         |  
|Net income                                                                                                 |  |                                           |     |                          |   |         |                  |  |   | 23,044             |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | 23,044  |  
|Change in unrealized gain (loss) on securities available for sale, net of reclassification and tax effects |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   | (2,350 | ) |  |   | (2,350  | )
|Loss on termination of interest rate swaps reclassified into income, net of tax                            |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   | 808    |   |  |   | 808     |  
|                                                                                                           |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   |         |  
|Total comprehensive income                                                                                 |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | 21,502  |  
|Cash dividends declared ($.56 per share)                                                                   |  |                                           |     |                          |   |         |                  |  |   | (8,165             | ) |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | (8,165  | )
|Commitment to release employee stock ownership plan shares (59,352 shares)                                 |  |                                           |     |                          |   | 779     |                  |  |   |                    |   |  |                   | 593    |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | 1,372   |  
|Reclassification of unearned RRP shares                                                                    |  |                                           |     |                          |   | (1,134  | )                |  |   |                    |   |  |                   |        |   |               |   | 1,134  |                                            |  |   |         |   |  |   |        |   |  |   |        |  
|Commitment to release recognition and retention plan shares (3,020 shares)                                 |  |                                           |     |                          |   | 52      |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | 52      |  
|Stock options exercised (97,470 shares)                                                                    |  |                                           |     |                          |   | (245    | )                |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   | 1,409   |   |  |   |        |   |  |   | 1,164   |  
|Issuance of 2,288,798 shares of stock for acquisition of The Northern Savings & Loan Company               |  |                                           |     |                          |   | 25,266  |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   | 32,824  |   |  |   |        |   |  |   | 58,090  |  
|Issuance of 21,358 shares of stock for acquisition of Insurance Center of Warren Agency, Inc.              |  |                                           |     |                          |   | 241     |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   | 309     |   |  |   |        |   |  |   | 550     |  
|Stock option expense                                                                                       |  |                                           |     |                          |   | 113     |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | 113     |  
|Tax benefit related to exercise of stock options                                                           |  |                                           |     |                          |   | 240     |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   | 240     |  
|                                                                                                           |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   |         |  
|Balance at June 30, 2006                                                                                   |  | $                                         | 181 |                          | $ | 214,243 |                  |  | $ | 116,757            |   |  | $                 | (4,452 | ) |               | $ |       |                                            |  | $ | (10,096 | ) |  | $ | (5,059 | ) |  | $ | 311,574 |  
|                                                                                                           |  |                                           |     |                          |   |         |                  |  |   |                    |   |  |                   |        |   |               |   |        |                                            |  |   |         |   |  |   |        |   |  |   |         |  

See accompanying notes to consolidated financial statements.



58



---

Consolidated Statements of Cash Flows



|                                                                            |  |                        |          |   |      |   |          |      |  |   |          |  
|--------------------------------------------------------------------------- |  | ---------------------- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|Years ended June 30,                                                        |  | 2006                   |          |   | 2005 |   |          | 2004 | 
|                                                                            |  | (Dollars in thousands) |         
|Cash flows from operating activities                                        |  |                        |          |   |      |   |          |      |  |   |          |  
|Net income                                                                  |  | $                      | 23,044   |   |      | $ | 18,938   |      |  | $ | 14,151   |  
|Adjustments to reconcile net income to net cash from operating activities   |  |                        |          |   |      |   |          |      |  |   |          |  
|Depreciation                                                                |  |                        | 2,788    |   |      |   | 3,140    |      |  |   | 2,481    |  
|Provision for loan losses                                                   |  |                        | 5,875    |   |      |   | 3,509    |      |  |   | 4,896    |  
|Provision (recovery) for impaired mortgage servicing rights                 |  |                        | (517     | ) |      |   | 341      |      |  |   | (2,098   | )
|Amortization, net of accretion                                              |  |                        | 8,719    |   |      |   | 5,859    |      |  |   | 3,928    |  
|Other than temporary impairment of securities                               |  |                        |         |   |      |   | 5,246    |      |  |   |         |  
|Securities losses (gains)                                                   |  |                        | 943      |   |      |   | (91      | )    |  |   | (480     | )
|Proceeds from sales of loans and securitized loans held for sale            |  |                        | 998,685  |   |      |   | 968,649  |      |  |   | 932,455  |  
|Originations of loans held for sale                                         |  |                        | (942,991 | ) |      |   | (974,059 | )    |  |   | (894,242 | )
|Gain on sale of loan servicing rights                                       |  |                        | (1,841   | ) |      |   |         |      |  |   |         |  
|Gain on sale of loans held for sale                                         |  |                        | (5,623   | ) |      |   | (4,556   | )    |  |   | (6,968   | )
|Gain on sale of other loans                                                 |  |                        | (299     | ) |      |   | (1,297   | )    |  |   | (1,513   | )
|Loss on disposal of fixed assets                                            |  |                        | 110      |   |      |   | 48       |      |  |   | 29       |  
|Stock dividends and partnership earnings                                    |  |                        | (1,692   | ) |      |   | (1,734   | )    |  |   | (1,128   | )
|Employee stock ownership plan expense                                       |  |                        | 1,372    |   |      |   | 1,175    |      |  |   | 1,081    |  
|Recognition and retention plan expense                                      |  |                        | 52       |   |      |   | 106      |      |  |   | 682      |  
|Tax benefit from stock options exercised                                    |  |                        |         |   |      |   | 277      |      |  |   | 151      |  
|Stock-based compensation                                                    |  |                        | 113      |   |      |   |         |      |  |   |         |  
|Increase in cash surrender value of bank owned life insurance               |  |                        | (1,151   | ) |      |   | (1,160   | )    |  |   | (818     | )
|Change in:                                                                  |  |                        |          |   |      |   |          |      |  |   |          |  
|Other assets                                                                |  |                        | (17,183  | ) |      |   | 39,092   |      |  |   | 91,777   |  
|Other liabilities                                                           |  |                        | (4,435   | ) |      |   | (4,773   | )    |  |   | 1,324    |  
|Deferred loan fees                                                          |  |                        | (943     | ) |      |   | (2,010   | )    |  |   | (2,456   | )
|Deferred taxes                                                              |  |                        |         |   |      |   | (316     | )    |  |   | 2,099    |  
|                                                                            |  |                        |          |   |      |   |          |      |  |   |          |  
|Net cash from operating activities                                          |  |                        | 65,026   |   |      |   | 56,384   |      |  |   | 145,351  |  
|                                                                            |  |                        |         
|Cash flows from investing activities                                        |  |                        |          |   |      |   |          |      |  |   |          |  
|Securities available for sale                                               |  |                        |          |   |      |   |          |      |  |   |          |  
|Proceeds from sales                                                         |  |                        | 42,055   |   |      |   | 49,838   |      |  |   | 29,174   |  
|Proceeds from maturities, calls and principal paydowns                      |  |                        | 47,823   |   |      |   | 107,983  |      |  |   | 55,633   |  
|Purchases                                                                   |  |                        | (70,619  | ) |      |   | (77,706  | )    |  |   | (73,433  | )
|Net change in interest-bearing deposits in other banks                      |  |                        | (4,605   | ) |      |   | 43,901   |      |  |   | 34,134   |  
|Net change in loans                                                         |  |                        | (314,924 | ) |      |   | (451,355 | )    |  |   | (306,721 | )
|Proceeds from sale of loans                                                 |  |                        | 10,734   |   |      |   | 30,238   |      |  |   | 55,594   |  
|Proceeds from sale of loan servicing rights                                 |  |                        | 12,828   |   |      |   |         |      |  |   |         |  
|Premises and equipment expenditures, net                                    |  |                        | (10,291  | ) |      |   | (2,254   | )    |  |   | (2,643   | )
|Cash paid for The Northern Savings & Loan Company, net of cash acquired     |  |                        | (8,257   | ) |      |   |         |      |  |   |         |  
|Cash paid for Insurance Center of Warren Agency, Inc., net of cash acquired |  |                        | (503     | ) |      |   |         |      |  |   |         |  
|Cash paid for Franklin Bancorp, Inc., net of cash acquired                  |  |                        |         |   |      |   |         |      |  |   | 7,312    |  
|Investment in nonbank affiliates                                            |  |                        | (276     | ) |      |   | (517     | )    |  |   | (1,252   | )
|                                                                            |  |                        |          |   |      |   |          |      |  |   |          |  
|Net cash from investing activities                                          |  |                        | (296,035 | ) |      |   | (299,872 | )    |  |   | (202,202 | )



59



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Consolidated Statements of Cash Flows (Continued)



|                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|----------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                              |  | 2006 |         |   | 2005 |   |         | 2004 | 
|Cash flows from financing activities                                          |  |      |         |   |      |   |         |      |  |   |         |  
|Net change in deposits                                                        |  | $    | 97,421  |   |      | $ | 161,328 |      |  | $ | (37,511 | )
|Net change in short-term borrowings                                           |  |      | 97,479  |   |      |   | 57,680  |      |  |   | 58,751  |  
|Proceeds from long-term borrowings                                            |  |      | 104,375 |   |      |   | 50,000  |      |  |   | 58,850  |  
|Repayment of long-term borrowings                                             |  |      | (72,076 | ) |      |   | (29,391 | )    |  |   | (5,981  | )
|Net proceeds from issuance of subordinated debt securities                    |  |      | 30,928  |   |      |   |        |      |  |   | 30,608  |  
|Cash dividends paid                                                           |  |      | (8,165  | ) |      |   | (8,101  | )    |  |   | (6,916  | )
|Proceeds from stock options exercised                                         |  |      | 1,164   |   |      |   | 1,455   |      |  |   | 1,009   |  
|Tax benefit from stock options exercised                                      |  |      | 240     |   |      |   |        |      |  |   |        |  
|Purchase of treasury stock                                                    |  |      |        |   |      |   | (4,284  | )    |  |   | (6,815  | )
|                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash from financing activities                                            |  |      | 251,366 |   |      |   | 228,687 |      |  |   | 91,995  |  
|                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Net change in cash and cash equivalents                                       |  |      | 20,357  |   |      |   | (14,801 | )    |  |   | 35,144  |  
|                                                                              |  |      |        
|Cash and cash equivalents at beginning of year                                |  |      | 52,549  |   |      |   | 67,350  |      |  |   | 32,206  |  
|                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of year                                      |  | $    | 72,906  |   |      | $ | 52,549  |      |  | $ | 67,350  |  
|                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Supplemental cash flow information:                                           |  |      |         |   |      |   |         |      |  |   |         |  
|Cash payments of interest expense                                             |  | $    | 68,983  |   |      | $ | 46,779  |      |  | $ | 34,747  |  
|Cash payments of income taxes                                                 |  |      | 14,463  |   |      |   | 5,357   |      |  |   | 4,668   |  
|                                                                              |  |      |        
|Supplemental noncash disclosures:                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Stock portion of acquisition price of The Northern Savings & Loan Company     |  |      | 58,090  |   |      |   |        |      |  |   |        |  
|Stock portion of acquisition price of Insurance Center of Warren Agency, Inc. |  |      | 550     |   |      |   |        |      |  |   |        |  
|Stock portion of acquisition price of Franklin Bancorp, Inc.                  |  |      |        |   |      |   |        |      |  |   | 40,765  |  
|Loans securitized                                                             |  |      | 91,037  |   |      |   | 145,276 |      |  |   | 93,459  |  
|Transfer of loans to other real estate                                        |  |      | 2,321   |   |      |   | 5,361   |      |  |   | 2,788   |  
|Transfer of loans from portfolio to loans held for sale                       |  |      |        |   |      |   | 97,486  |      |  |   |        |  
|Transfer of loans from loans held for sale to portfolio                       |  |      | 36,051  |   |      |   | 9,854   |      |  |   |        |  

See accompanying notes to consolidated financial statements.



60



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Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Dollar amounts
in thousands, except per share data.)

Principles of Consolidation:  The consolidated financial statements include
the accounts of First Place Financial Corp. (the Company) and its wholly owned subsidiaries, First Place Bank (the Bank), The Northern Savings & Loan Company (Northern) and First Place Holdings, Inc. Northern was merged with First Place
Bank effective July 25, 2006. Wholly owned subsidiaries of First Place Holdings, Inc. include First Place Insurance Agency, Ltd., APB Financial Group, Ltd., American Pension Benefits, Inc., Coldwell Banker First Place Real Estate, Ltd. and its
subsidiary, First Place Referral Network, Ltd., and Title Works Agency, LLC, a 75% owned affiliate of First Place Holdings, Inc. The investments of the Company in its wholly owned subsidiaries, First Place Capital Trust, First Place Capital Trust II
and First Place Capital Trust III, have been accounted for using the equity method based on their nature as trusts, which are special purpose entities. All significant intercompany balances and transactions have been eliminated in consolidation.

Business Segments:  While the Companys chief decision-makers monitor the revenue streams of the various
Company products and services, the segments that could be separated from the Companys primary business of banking are not material. Accordingly, all of the Companys financial service operations are considered by management to be combined
in one reportable operating segment.

Use of Estimates:  The preparation of the financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 identification and carrying value of impaired loans, the carrying value and amortization of intangibles, depreciation of premises and equipment, the carrying value of goodwill and the
amortization and valuation of mortgage servicing assets. Actual results could differ from those estimates.

Cash
Flows:  Cash and cash equivalents includes cash and due from banks. Net cash flows are reported for loans, deposits, interest-bearing deposits in other banks and short term borrowings.

Interest Bearing Deposits in Other Banks:  Interest bearing deposits in other banks mature within one week and are carried at
cost.

Securities:  Securities are classified as held-to-maturity, available-for-sale, or trading on the date of
purchase. The Company has no trading securities at this time. Securities are classified as held to maturity when the Company has both the ability and the positive intent to hold them until maturity, and they are carried at amortized cost. Securities
are classified as available-for-sale when they may be sold before maturity. They are carried at fair value with unrealized gains and losses, net of tax, reported in other comprehensive income. The fair value of a security is based on quoted market
prices. If quoted prices are not available, fair value is determined based on quoted prices of similar investments.

Gains and losses on
sales are based on the amortized cost of the security sold using the specific identification method. Purchases and sales are recognized on the trade date. Interest income includes amortization of premiums and accretion of discounts arising at the
time of purchase or as the result of a business combination. Premiums are amortized and discounts are accreted using the level yield method including estimated prepayments for mortgage-backed securities and collateralized mortgage obligations.
Available-for-sale and held-to-maturity securities are reviewed quarterly for impairment in value. In performing this review management considers (1) the length of time and extent that fair value has been less than cost, (2) the financial
condition and near term prospects of the issuer and (3) the Companys ability and intent to hold the security for a period sufficient to allow for any anticipated recovery in fair value. If the fair value of a security is less than the
amortized cost and the impairment is determined to be other-than-temporary, the



61



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Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

security is written down, establishing a reduced cost basis and the related charge is recorded as a realized loss in the income statement.

Loans Held for Sale: Loans held for sale consist of residential mortgage loans originated for sale and other loans which have been identified for sale. These loans are carried on the books at the lower
of cost or fair value, determined in the aggregate. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings.

Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan origination fees and costs and any
premiums or discounts arising at the time of purchase or due to a business combination.

Interest income is reported on the accrual method
and includes amortization of premiums, discounts and net deferred loan fees and costs over the loan term using the level-yield method. Recognition of accrued interest income is discontinued at the time the loan is 90 days delinquent unless the loan
is well secured and in process of collection. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. When a loan is placed on nonaccrual status all accrued and
unpaid interest is charged against interest income. Subsequently, interest received on such loans is accounted for on the cash-basis or cost-recovery method, until those loans qualify for return to accrual status. Loans are returned to accrual
status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses: The allowance for loan losses represents managements estimate of probable incurred losses in the portfolio based on factors such as historical loss experience, the nature and volume of the
portfolio, loan concentrations, specific problem loans and current economic conditions. The allowance for loan losses is a material estimate that is particularly susceptible to significant changes in the near term. A provision for loan losses is
charged to operations based on managements periodic evaluation of factors previously mentioned. Loan charge-offs are deducted from the allowance, and subsequent recoveries are added. Loan losses are charged off against the allowance when
management believes that the full collectibility of the loan is unlikely. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in managements judgment, is deemed to be
uncollectible.

A loan is impaired when full payment under the terms of the loan is no longer expected. Commercial and commercial real
estate loans are individually evaluated for impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loans existing interest
rate or at the fair value of collateral if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, are not individually evaluated for impairment.
However, they are considered in determining the appropriate level of the allowance for loan losses.

Acquired Loans: Acquired
loans are accounted for in accordance with AICPA Statement of Position 03-3, Accounting for Certain Loans or Debt Securities acquired in a Transfer. This statement became effective for the Company on July 1, 2005. It requires that acquired
loans, including debt securities with credit weaknesses be recorded at fair value and prohibits the use of valuation allowances when the asset is initially recorded. It also limits the yield that may be accreted to the excess of the undiscounted
expected cash flows over the initial investment in the asset. The adoption of this statement did not have any material impact on the Companys financial position or results of operations.

Federal Home Loan Bank Stock: The Bank and Northern are members of the Federal Home Loan Bank system. As members they are required to hold
certain minimum levels of common stock in the Federal Home Loan Bank based on borrowing levels and other factors. The stock arises from required purchases or stock dividends on



62



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Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

previously owned stock and is carried on the books at par value. Both cash and stock dividends are reported as income. The stock is restricted and excess stock beyond the amount required to be held may only be sold
back to the Federal Home Loan Bank at times and in amounts that they approve. Historically, the redemption value has been equal to par value. The stock is periodically reviewed for impairment.

Foreclosed Assets: Assets acquired through foreclosure or received from the borrower in full or partial settlement of a loan obligation are
initially recorded at the lower of the loan balance or fair value less estimated selling costs, establishing a new cost basis. If fair value declines after the asset is acquired, a valuation allowance is recorded through expense. Costs to carry
foreclosed assets after acquisition are expensed as incurred.

Premises and Equipment: Premises and equipment are stated at
cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method based on the estimated useful lives of the assets. For tax purposes, depreciation on certain assets is calculated using accelerated
methods. The estimated useful lives are based on the asset type and range from three to ten years for furniture fixtures and equipment and fifteen to forty years on buildings and improvements to land and buildings. Premises and equipment and other
long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value. Maintenance and repair of premises and equipment
are charged to expense as incurred.

Securitizations: The Company may, from time to time, securitize loans in order to gain
access to a broader range of buyers of interests in loans. Historically, mortgage loans have been securitized with a third party. The securitization is recorded as a sale when control has been relinquished, with a gain or loss recorded on the sale.
The gain or loss is calculated based on the cash received compared to the carrying value of the assets transferred. If some interests, such as servicing assets and cash reserve accounts, are retained, the carrying value of assets sold and assets or
liabilities retained is allocated to each based on fair value at sale date. Fair values are based on market quotes or on the present value of future expected cash flows using estimates of credit losses, prepayment rates, interest rates and discount
rates. Cash flows are estimated using the Public Securities Associations (PSA) standard prepayment model. If the securitization and the sale take place simultaneously, the gain or loss is classified as a gain on the sale of loans. If the
securities are retained and subsequently sold, the gain or loss is classified as a gain or loss on the sale of securities.

Mortgage
Servicing Assets: Mortgage servicing assets represent the allocated value of retained servicing rights on loans sold. When loans are sold or securitized and the servicing rights are retained, those rights are valued by allocating the book
value of the loans between the loans or securities and the servicing rights based on the relative fair value of each. The fair value of the servicing right is determined by comparison with the market values of similar servicing rights or
alternatively through the use of a valuation model. When a valuation model is used the model includes assumptions as to loan prepayment speeds, the current short-term earning rate on idle cash, delinquency rates, servicing costs and a discount rate
which takes into account the current rate of return anticipated by holders of servicing rights. Servicing assets are included in other assets and are amortized in proportion to, and over the period of, estimated net servicing revenues. Servicing fee
revenue is typically based on a percentage of the outstanding principal balance or a fixed amount per loan and is recognized monthly on a cash basis when deducted from funds collected on the loan. Loan servicing income is the total of fees collected
net of amortization of servicing rights and charges or credits to record or reverse impairment of servicing rights.

Servicing assets are
stated at the lower of cost or fair value which is determined by a grouping of servicing assets by risk factors. Risk factors can include factors such as the current rate of interest, the term of the loan, the variability of the interest rate over
the life of the loan or the type of collateral. Fair value is determined quarterly by the use of an independent third party appraisal. Any impairment of a grouping is reported as a valuation allowance and charged



63



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Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

against loan servicing income. If impairment in a particular grouping no longer exists in a future period, the valuation allowance is reversed and the servicing rights are restored to the original allocated basis less
amortization.

Sales of servicing rights are recognized on the accrual basis as long as title has passed, the risks and rewards of ownership
have been transferred to the buyer and any contingencies in the sale are minor and can be reasonably estimated.

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

Goodwill and Other Intangible Assets: Goodwill results from business acquisitions and represents the excess of the purchase price over the
fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment is recognized in the period identified. Identified purchased intangibles,
primarily core deposits, are recorded at cost and amortized over their estimated lives of four to ten years.

Treasury Stock:
Management utilizes stock repurchases as a component of its strategy to invest capital after consideration of market and economic factors, the effect on shareholder dilution, adequacy of capital, effect on liquidity and an assessment of alternative
returns. The purchases are made in open market transactions or in privately negotiated transactions in accordance with applicable regulations of the Securities and Exchange Commission (SEC), and are recorded at cost. Shares repurchased by the
Company may be used to meet the Companys requirements for common shares under its dividend reinvestment plan, stock option or other stock based plans and for general corporate purposes such as expansion or acquisitions. Purchases are recorded
at actual historical cost. Shares reissued are accounted for based on the average cost of treasury shares.

Derivative Instruments and
Hedging Activities: All derivative instruments are recorded at their fair values. Derivatives that serve the economic purpose of a hedge may or may not be designated as a hedge for accounting purposes. A derivative used as a an economic
hedge but not designated as a hedge for accounting purposes will not have any impact on the accounting for the related asset or liability. 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 as they occur. If a hedge of fair values is dedesignated, the fair value adjustment of the hedged item is generally accounted for as a yield adjustment over its remaining life. If a hedge of cash flows is
dedesignated, the fair value adjustment in accumulated other comprehensive income, depending upon the dedesignation circumstances, is either included currently in earnings or reclassified to earnings over the remaining term of the originally
designated hedging relationship.

The Company routinely issues commitments to make loans as a part of its residential lending program. These
commitments are considered derivatives. The Company also enters into commitments to sell loans to mitigate the risk that the market value of residential loans may decline between the time the rate commitment is issued to the customer and the time
the company contracts to sell the loan. These commitments and sales contracts are also derivatives. Both types of derivatives are recorded at fair value. Sales contracts and commitments to sell loans are not designated as hedges of the fair value of
loans held for sale. Fair value adjustments related to derivatives are recorded in current period earnings as an adjustment to net gains on sale of loans.

Stock Compensation: Prior to July 1, 2005, the Company accounted for stock-based compensation expense using the intrinsic value method as required by Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued



64



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Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

to Employees and as permitted by Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation. No compensation cost for stock options was reflected in net
income for fiscal year 2005, as all options granted had an exercise price equal to the market price of the underlying common stock at date of grant.

On July 1, 2005, the Company adopted SFAS No. 123(R) (revised version of SFAS No. 123) which requires measurement of compensation cost for all stock-based awards to be based on the grant-date fair value and recognition of
compensation cost over the service period of stock-based awards, which is usually the same as the vesting period. The fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the Companys
valuation methodology previously utilized for options in footnote disclosures required under SFAS No. 123. The fair value of stock grants has been and will continue to be based on the market value of the stock at the date of grant. The Company
has adopted SFAS No. 123(R) using the modified prospective method, which provides for no retroactive application to prior periods and no cumulative adjustment to equity accounts. It also provides for expense recognition, for both new and
existing stock-based awards, as the required services are rendered. SFAS No. 123(R) also amends SFAS No. 95, Statement of Cash Flows, and requires tax benefits relating to excess stock-based compensation deductions to be
presented in the statement of cash flows as financing cash inflows. In accordance with SFAS No. 123(R), unearned compensation related to the Recognition and Retention Plan has been reclassified to additional paid-in-capital.

On March 29, 2005, the SEC published Staff Accounting Bulletin No. 107 (SAB 107), which expressed the views of the Staff regarding the
interaction between SFAS No. 123(R) and certain SEC rules and regulations and provided the Staffs views regarding the valuation of stock-based payment arrangements for public companies. SAB 107 requires that stock-based compensation be
classified in the same expense category as cash compensation. Accordingly, the Company has included stock-based compensation expense in salaries and employee benefits in the condensed consolidated statements of income.

The adoption of SFAS No. 123(R) had the following impact on reported amounts compared with amounts that would have been reported using the intrinsic
value method under previous accounting.



|                           |  |                           |        |                         |   |       |             |  |   |       
|-------------------------- |  | ------------------------- | ------ | ----------------------- | - | ----- | ----------- |  | - | ------
|                           |  | 2006                     
|                           |  | Using Previous Accounting |        | SFAS 123(R) Adjustments |   |       | As Reported
|Income before income taxes |  | $                         | 33,487 |                         | $ | (113  | )           |  | $ | 33,374
|Income taxes               |  |                           | 10,330 |                         |   |      |             |  |   | 10,330
|                           |  |                           |        |                         |   |       |             |  |   |       
|Net income                 |  | $                         | 23,157 |                         | $ | (113  | )           |  | $ | 23,044
|                           |  |                           |        |                         |   |       |             |  |   |       
|Basic earnings per share   |  | $                         | 1.59   |                         | $ | (0.01 | )           |  | $ | 1.58  
|Diluted earnings per share |  | $                         | 1.56   |                         | $ | (0.01 | )           |  | $ | 1.55  



65



---

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

The following tables illustrate the effect on net income and earnings per share if expense had been measured using the fair value recognition provisions of SFAS No. 123(R) for the years ending June 30:



|                                       |  |             |        |                       |   |       |                                   |  |   |       
|-------------------------------------- |  | ----------- | ------ | --------------------- | - | ----- | --------------------------------- |  | - | ------
|                                       |  | 2005       
|                                       |  | As Reported |        | Pro Forma Adjustments |   |       | Pro Forma as if Under SFAS 123(R)
|Income before income taxes             |  | $           | 26,836 |                       | $ | (180  | )                                 |  | $ | 26,656
|Income taxes                           |  |             | 7,898  |                       |   |      |                                   |  |   | 7,898 
|                                       |  |             |        |                       |   |       |                                   |  |   |       
|Net income                             |  | $           | 18,938 |                       | $ | (180  | )                                 |  | $ | 18,758
|                                       |  |             |        |                       |   |       |                                   |  |   |       
|Basic earnings per share               |  | $           | 1.32   |                       | $ | (0.01 | )                                 |  | $ | 1.31  
|Diluted earnings per share as reported |  | $           | 1.30   |                       | $ | (0.01 | )                                 |  | $ | 1.29  



|                                       |  |             |        |                       |   |       |                                   |  |   |       
|-------------------------------------- |  | ----------- | ------ | --------------------- | - | ----- | --------------------------------- |  | - | ------
|                                       |  | 2004       
|                                       |  | As Reported |        | Pro Forma Adjustments |   |       | Pro Forma as if Under SFAS 123(R)
|Income before income taxes             |  | $           | 20,365 |                       | $ | (609  | )                                 |  | $ | 19,756
|Income taxes                           |  |             | 6,214  |                       |   |      |                                   |  |   | 6,214 
|                                       |  |             |        |                       |   |       |                                   |  |   |       
|Net income                             |  | $           | 14,151 |                       | $ | (609  | )                                 |  | $ | 13,542
|                                       |  |             |        |                       |   |       |                                   |  |   |       
|Basic earnings per share               |  | $           | 1.11   |                       | $ | (0.05 | )                                 |  | $ | 1.06  
|Diluted earnings per share as reported |  | $           | 1.09   |                       | $ | (0.05 | )                                 |  | $ | 1.04  

The fair value of stock options granted during fiscal 2006, 2005 and 2004 was determined at the
date of grant using the Black-Scholes option-pricing model and the following assumptions:



|                                         |  |       |   |  |       |   |  |       |  
|---------------------------------------- |  | ----- | - |  | ----- | - |  | ----- | -
|                                         |  | 2006  |   |  | 2005  |   |  | 2004  |  
|Expected average risk-free interest rate |  | 4.36  | % |  | 4.00  | % |  | 4.00  | %
|Expected average life (in years)         |  | 5.06  |   |  | 10.00 |   |  | 9.00  |  
|Expected volatility                      |  | 24.33 | % |  | 21.90 | % |  | 21.89 | %
|Expected dividend yield                  |  | 2.79  | % |  | 2.86  | % |  | 2.90  | %

The expected average risk-free rate is based on the U.S. Treasury yield curve in effect at the
time of grant for periods corresponding with the expected life of the option. The expected average life represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules,
historical exercise and forfeiture patterns. Expected volatility is based on historical volatilities of the Companys common stock. The expected dividend yield is based on historical information.

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

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



66



---

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

Earnings Per Share: Basic earnings per common share is net income divided by the weighted average number of 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 share include the dilutive effect of RRP shares and the additional potential shares issuable under stock
options using the treasury stock method.

Commitments, Contingencies and Guarantees: Financial instruments include instruments
with off-balance-sheet credit risk, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount of these items represents the exposure to loss, before considering customer collateral
or ability to repay. Such financial instruments are recorded in the financial statements when they are funded or the related fees are incurred or received.

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

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, changes in the fair value of
cash flow hedges and reclassification of losses from terminated cash flow hedges which are also recognized as separate components of equity. Realized gains or losses are reclassified into income.

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.

Effect of Recent
Accounting Pronouncements: On March 9, 2004, the SEC issued Staff Accounting Bulletin (SAB) 105, Application of Accounting Principles to Loan Commitments stating that the fair value of loan commitments accounted for as a
derivative instrument under Statement of Financial Accounting Standards No. 133 should not consider expected future cash flows related to servicing of the future loan. SAB 105 was effective for loan commitments accounted for as derivatives
entered into after March 31, 2004. The Company adopted the provision of SAB 105 as of April 1, 2004. The adoption of this standard did not have a material impact on the Companys financial position or results of operations.

In March 2004, the Emerging Issues Task Force (EITF) arrived at a Consensus regarding EITF 03-1, The Meaning of Other-Than-Temporary
Impairment and its Application to Certain Investments. In November 2005, the Financial Accounting Standards Board issued Staff Position (SP) 115-1. This SP provides additional guidance on when an investment in a debt or equity security should be
considered impaired and when that impairment should be considered other-than-temporary and recognized as a loss in earnings. The guidance clarifies that an investor should recognize an impairment loss no later than when the impairment is deemed
other-than-temporary, even if a decision to sell has not been made. The SP also requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. Management does not believe that these recent
decisions of the EITF have had or will have a significant impact on accounting for the Companys investments.

In May 2005, the
Financial Accounting Standards Board Issued Statement of Financial Accounting Standards No. 154, Accounting Changes and Error Corrections. This statement changes the requirements for the accounting for and reporting of a change in accounting
principle. It is effective for fiscal years beginning after December 15, 2005



67



---

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

and will apply to the Company effective July 1, 2006. Management believes that the adoption of this pronouncement will not have a material impact on the Companys consolidated financial statements.

In February, 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 155, Accounting for
Certain Hybrid Financial Instruments. This statement clarifies the treatment of derivatives that are freestanding or embedded as part of a beneficial interest in a securitized financial asset. This statement will be effective July 1, 2007. The
adoption of this pronouncement is not expected to have a material impact on the consolidated financial statements.

In March, 2006, the
Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 156, Accounting for Servicing of Financial Assets. This statement allows the entity to choose the amortization method or the fair value method to
account for each class of servicing asset or liability. In addition, this statement also specifies that servicing rights will be recorded at fair value rather than an allocation of the relative fair values of the loan that is sold and the servicing
right that is retained. This statement will be effective July 1, 2007 unless the company elects early adoption in which case it would be effective July 1, 2006. The Company does not plan to adopt this statement early. If the company adopts
this pronouncement and elects to account for all servicing assets and liabilities according to the amortization method, it would not change the current treatment of accounting for servicing rights and therefore would have no impact on the
consolidated financial statements. The change in recording the initial value of servicing rights at fair value will not have a material impact on the consolidated financial statements.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement
No. 106 (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in a companys financial statements in accordance with SFAS 109, Accounting for Income Taxes. FIN 48 prescribes a recognition and
measurement threshold for a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 will be
effective July 1, 2007. The Company has not completed its evaluation of the impact of the adoption of FIN 48.

Reclassifications: Certain items in the prior year financial statements were reclassified to conform to the current presentation.



68



---

Notes to Consolidated Financial Statements

NOTE 2 - ACQUISITION

On June 27, 2006, the Company acquired The
Northern Savings & Loan Company of Elyria, Ohio. As of that date the Company recorded the purchase of Northern for $71.0 million, including $12.9 million in cash and 2.289 million shares of the Companys common stock valued at
$58.1 million. These amounts are subject to minor adjustments due to the contractual procedures to allocate stock and cash to the Northern shareholders. The acquisition was accounted for as a purchase and the results of operations of Northern have
been included in the consolidated financial statements since the acquisition date. The Bank and Northern were merged into one entity effective July 25, 2006. The following table presents the allocation of the acquisition cost of Northern to the
assets and liabilities assumed based on their fair values:



|                                                  |  |   |        
|------------------------------------------------- |  | - | -------
|Cash and interest-bearing deposits in other banks |  | $ | 5,751  
|Securities available for sale                     |  |   | 25,951 
|Loans, net                                        |  |   | 277,559
|Premises and equipment                            |  |   | 6,600  
|Core deposit and other intangible assets          |  |   | 5,750  
|Goodwill                                          |  |   | 31,655 
|Other assets                                      |  |   | 6,454  
|                                                  |  |   |        
|Total assets                                      |  |   | 359,720
|                                                  |  |   |        
|Deposits                                          |  |   | 253,987
|Borrowings                                        |  |   | 26,687 
|Other liabilities                                 |  |   | 6,946  
|                                                  |  |   |        
|Total liabilities                                 |  |   | 287,620
|                                                  |  |   |        
|Net assets acquired                               |  | $ | 72,100 
|                                                  |  |   |        

The acquisition cost of Northern included $71.0 million payable to Northern shareholders, $0.9 million in
acquisition costs and $0.2 million from a previous investment in Northerns common stock. The Company recorded $2,173 of merger, integration and restructuring charges related to the acquisition. Included are compensation and other employee
related costs of $915, data processing conversion expense of $300, and professional fees and other conversion costs of $958. Of those costs, $1,269 was paid prior to June 30, 2006. The Company anticipates that the remainder will be funded
during fiscal 2007.

The following (unaudited) pro forma information was computed as if the acquisition had occurred as of July 1, 2004. This pro forma
information includes adjustments due to recognition of fair value adjustments of Northerns assets and liabilities in the income statement including amortization of premiums and discounts of loans and securities, term deposits and borrowings,
amortization of intangibles and depreciation. The intangibles are being amortized over seven years. This pro forma information is not necessarily indicative of the results of operations as they would have been had the transaction taken place on
July 1, 2004.



|                           |  |                     |        |      |   |       
|-------------------------- |  | ------------------- | ------ | ---- | - | ------
|                           |  | Year ended June 30,
|                           |  | 2006                |        | 2005
|Net interest income        |  | $                   | 89,473 |      | $ | 82,542
|Provision for loan losses  |  |                     | 6,640  |      |   | 3,509 
|Noninterest income         |  |                     | 29,508 |      |   | 20,491
|Noninterest expense        |  |                     | 78,533 |      |   | 69,270
|Net income                 |  | $                   | 23,013 |      | $ | 21,206
|                           |  |                    
|Basic earnings per share   |  | $                   | 1.37   |      | $ | 1.27  
|Diluted earnings per share |  | $                   | 1.34   |      | $ | 1.25  

On May 28, 2004, the Company acquired Franklin Bancorp, Inc., (Franklin), a bank holding company
headquartered in Southfield, Michigan, and its wholly owned subsidiary, Franklin Bank N.A. Franklin shareholders received $80.6 million for their common stock, including $39.8 million in cash and 2.156 million shares of the Companys
common stock valued at $40.8 million. In addition, holders of options on Franklins common stock received $1.7 million in cash in settlement of the options.



69



---

Notes to Consolidated Financial Statements

NOTE 2 - ACQUISITION (continued)

The acquisition was accounted for
as a purchase and the results of operations of Franklin have been included in the consolidated financial statements since the acquisition date. Concurrent with the merger, Franklin Bank N.A. converted to a federally chartered savings association and
changed its name to Franklin Bank. The Bank and Franklin Bank were merged into one entity effective July 2, 2004.

NOTE 3 - SECURITIES

The fair value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income
(loss) at June 30, were as follows:



|                                                                     |  |            |         |                        |   |                         |  |   |        |  
|-------------------------------------------------------------------- |  | ---------- | ------- | ---------------------- | - | ----------------------- |  | - | ------ | -
|                                                                     |  | 2006       |        
|                                                                     |  | Fair Value |         | Gross Unrealized Gains |   | Gross Unrealized Losses | 
|Debt securities                                                      |  |            |         |                        |   |                         |  |   |        |  
|U. S. Government agencies and other government sponsored enterprises |  | $          | 73,871  |                        | $ | 19                      |  | $ | (1,472 | )
|Obligations of states and political subdivisions                     |  |            | 41,582  |                        |   | 216                     |  |   | (594   | )
|Trust preferred securities                                           |  |            | 17,938  |                        |   | 511                     |  |   | (31    | )
|Mortgage-backed securities and collateralized mortgage obligations   |  |            | 112,549 |                        |   | 176                     |  |   | (3,478 | )
|                                                                     |  |            |         |                        |   |                         |  |   |        |  
|Total                                                                |  |            | 245,940 |                        |   | 922                     |  |   | (5,575 | )
|                                                                     |  |            |         |                        |   |                         |  |   |        |  
|Equity securities                                                    |  |            |         |                        |   |                         |  |   |        |  
|Common stock and partnership interests                               |  |            | 3,845   |                        |   | 372                     |  |   |       |  
|Fannie Mae and Freddie Mac preferred stock                           |  |            | 19,643  |                        |   | 1,788                   |  |   | (91    | )
|Mutual funds                                                         |  |            | 33,566  |                        |   |                        |  |   | (1,511 | )
|                                                                     |  |            |         |                        |   |                         |  |   |        |  
|Total                                                                |  |            | 57,054  |                        |   | 2,160                   |  |   | (1,602 | )
|                                                                     |  |            |         |                        |   |                         |  |   |        |  
|Total securities                                                     |  | $          | 302,994 |                        | $ | 3,082                   |  | $ | (7,177 | )
|                                                                     |  |            |         |                        |   |                         |  |   |        |  



|                                                                     |  |            |         |                        |   |                         |  |   |        |  
|-------------------------------------------------------------------- |  | ---------- | ------- | ---------------------- | - | ----------------------- |  | - | ------ | -
|                                                                     |  | 2005       |        
|                                                                     |  | Fair Value |         | Gross Unrealized Gains |   | Gross Unrealized Losses | 
|Debt securities                                                      |  |            |         |                        |   |                         |  |   |        |  
|U. S. Government agencies and other government sponsored enterprises |  | $          | 102,878 |                        | $ | 164                     |  | $ | (669   | )
|Obligations of states and political subdivisions                     |  |            | 25,128  |                        |   | 690                     |  |   | (21    | )
|Trust preferred securities                                           |  |            | 17,786  |                        |   | 376                     |  |   |       |  
|Mortgage-backed securities and collateralized mortgage obligations   |  |            | 97,418  |                        |   | 973                     |  |   | (475   | )
|                                                                     |  |            |         |                        |   |                         |  |   |        |  
|Total                                                                |  |            | 243,210 |                        |   | 2,203                   |  |   | (1,165 | )
|                                                                     |  |            |         |                        |   |                         |  |   |        |  
|Equity securities                                                    |  |            |         |                        |   |                         |  |   |        |  
|Common stock and partnership interests                               |  |            | 2,916   |                        |   | 84                      |  |   |       |  
|Fannie Mae and Freddie Mac Preferred stock                           |  |            | 17,443  |                        |   | 90                      |  |   | (593   | )
|Mutual funds                                                         |  |            | 32,745  |                        |   |                        |  |   | (1,066 | )
|                                                                     |  |            |         |                        |   |                         |  |   |        |  
|Total                                                                |  |            | 53,104  |                        |   | 174                     |  |   | (1,659 | )
|                                                                     |  |            |         |                        |   |                         |  |   |        |  
|Total securities                                                     |  | $          | 296,314 |                        | $ | 2,377                   |  | $ | (2,824 | )
|                                                                     |  |            |         |                        |   |                         |  |   |        |  



70



---

Notes to Consolidated Financial Statements

NOTE 3 - SECURITIES  (continued)

Proceeds, realized gains,
losses and impairment charges for available for sale securities were as follows:



|                   |  |      |        |      |   |        |  |   |       
|------------------ |  | ---- | ------ | ---- | - | ------ |  | - | ------
|                   |  | 2006 |        | 2005 |   | 2004  
|Proceeds           |  | $    | 42,055 |      | $ | 49,838 |  | $ | 29,174
|Gross gains        |  |      |       |      |   | 336    |  |   | 480   
|Gross losses       |  |      | 943    |      |   | 245    |  |   |      
|Impairment charges |  |      |       |      |   | 5,246  |  |   |      

The estimated fair value of debt securities available for sale by contractual maturity at June 30, 2006 are
summarized in the following table. Expected maturities may differ from contractual maturities because some issuers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity
date, primarily mortgage-backed securities, are shown separately.



|                                                                   |  |            |        
|------------------------------------------------------------------ |  | ---------- | -------
|                                                                   |  | Fair Value
|Debt securities available for sale                                 |  |            |        
|Due in one year or less                                            |  | $          | 16,597 
|Due after one year through five years                              |  |            | 71,833 
|Due after five years through ten years                             |  |            | 6,420  
|Due after ten years                                                |  |            | 38,541 
|                                                                   |  |            |        
|                                                                   |  |            | 133,391
|Mortgage-backed securities and collateralized mortgage obligations |  |            | 112,549
|                                                                   |  |            |        
|Total                                                              |  | $          | 245,940
|                                                                   |  |            |        

Debt and mortgage-backed securities with a fair value of $204,201 and $197,585 as of June 30, 2006 and 2005
were pledged to secure public deposits, repurchase agreements, borrowings from the Federal Home Loan Bank and for other purposes as required or permitted by law.

Securities with continuous unrealized losses at June 30, 2006 are as follows:



|                                                                     |  |                     |         |                 |                   |        |            |       |                 |         |  |            |        |                 |  |   |         |  |   |        |  
|-------------------------------------------------------------------- |  | ------------------- | ------- | --------------- | ----------------- | ------ | ---------- | ----- | --------------- | ------- |  | ---------- | ------ | --------------- |  | - | ------- |  | - | ------ | -
|                                                                     |  | Less than 12 months |         |                 | 12 months or more |        |            | Total |                
|Description of securities                                            |  | Fair Value          |         | Unrealized Loss |                   |        | Fair Value |       | Unrealized Loss |         |  | Fair Value |        | Unrealized Loss | 
|U. S. Government agencies and other government sponsored enterprises |  | $                   | 23,984  |                 | $                 | (363   | )          |       | $               | 41,547  |  | $          | (1,109 | )               |  | $ | 65,531  |  | $ | (1,472 | )
|Trust preferred securities                                           |  |                     | 1,969   |                 |                   | (31    | )          |       |                 |        |  |            |       |                 |  |   | 1,969   |  |   | (31    | )
|Obligations of states and political subdivisions                     |  |                     | 16,911  |                 |                   | (383   | )          |       |                 | 5,447   |  |            | (211   | )               |  |   | 22,358  |  |   | (594   | )
|Mortgage-backed securities and collateralized mortgage obligations   |  |                     | 56,601  |                 |                   | (1,506 | )          |       |                 | 34,764  |  |            | (1,972 | )               |  |   | 91,365  |  |   | (3,478 | )
|Fannie Mae and Freddie Mac preferred stock                           |  |                     | 969     |                 |                   | (91    | )          |       |                 |        |  |            |       |                 |  |   | 969     |  |   | (91    | )
|Mutual funds                                                         |  |                     |        |                 |                   |       |            |       |                 | 33,209  |  |            | (1,511 | )               |  |   | 33,209  |  |   | (1,511 | )
|                                                                     |  |                     |         |                 |                   |        |            |       |                 |         |  |            |        |                 |  |   |         |  |   |        |  
|Total                                                                |  | $                   | 100,434 |                 | $                 | (2,374 | )          |       | $               | 114,967 |  | $          | (4,803 | )               |  | $ | 215,401 |  | $ | (7,177 | )
|                                                                     |  |                     |         |                 |                   |        |            |       |                 |         |  |            |        |                 |  |   |         |  |   |        |  

Unrealized losses on debt and equity securities as of June 30, 2006 have not been recognized into income
because the issuers securities are of high credit quality (rated AA or higher), management has the intent and ability to hold for the foreseeable future, and the unrealized losses are largely attributable to changes in market interest rates.
During fiscal 2006 both short-term and long-term interest rates increased which resulted in an increase in the unrealized loss on fixed rate securities. The fair value is expected to recover as the securities approach their maturity date and/or as
market interest rates change. The unrealized loss on mutual funds increased during fiscal 2006 as these funds invest primarily in adjustable rate mortgage loans and the yield on these funds lags market yields in a period of rising rates such as
fiscal 2006. The fair value of these funds is expected to recover when interest rates stabilize or begin to decline.



71



---

Notes to Consolidated Financial Statements

NOTE 3 - SECURITIES  (continued)

Securities with
continuous unrealized losses at June 30, 2005 were as follows:



|                                                                     |  |                     |         |                 |                   |        |            |       |                 |        |  |            |        |                 |  |   |         |  |   |        |  
|-------------------------------------------------------------------- |  | ------------------- | ------- | --------------- | ----------------- | ------ | ---------- | ----- | --------------- | ------ |  | ---------- | ------ | --------------- |  | - | ------- |  | - | ------ | -
|                                                                     |  | Less than 12 months |         |                 | 12 months or more |        |            | Total |                
|Description of securities                                            |  | Fair Value          |         | Unrealized Loss |                   |        | Fair Value |       | Unrealized Loss |        |  | Fair Value |        | Unrealized Loss | 
|U. S. Government agencies and other government sponsored enterprises |  | $                   | 60,873  |                 | $                 | (551   | )          |       | $               | 4,881  |  | $          | (118   | )               |  | $ | 65,754  |  | $ | (669   | )
|Trust preferred securities                                           |  |                     |        |                 |                   |       |            |       |                 |       |  |            |       |                 |  |   |        |  |   |       |  
|Obligations of states and political subdivisions                     |  |                     | 1,337   |                 |                   | (5     | )          |       |                 | 1,164  |  |            | (16    | )               |  |   | 2,501   |  |   | (21    | )
|Mortgage-backed securities and collateralized mortgage obligations   |  |                     | 25,285  |                 |                   | (125   | )          |       |                 | 28,540 |  |            | (350   | )               |  |   | 53,825  |  |   | (475   | )
|Fannie Mae and Freddie Mac preferred stock                           |  |                     | 14,984  |                 |                   | (593   | )          |       |                 |       |  |            |        |                 |  |   | 14,984  |  |   | (593   | )
|Mutual funds                                                         |  |                     |        |                 |                   |       |            |       |                 | 32,426 |  |            | (1,066 | )               |  |   | 32,426  |  |   | (1,066 | )
|                                                                     |  |                     |         |                 |                   |        |            |       |                 |        |  |            |        |                 |  |   |         |  |   |        |  
|Total                                                                |  | $                   | 102,479 |                 | $                 | (1,274 | )          |       | $               | 67,011 |  | $          | (1,550 | )               |  | $ | 169,490 |  | $ | (2,824 | )
|                                                                     |  |                     |         |                 |                   |        |            |       |                 |        |  |            |        |                 |  |   |         |  |   |        |  

In December 2004, the Company recorded an other-than-temporary charge for the impairment of certain Fannie Mae and
Freddie Mac preferred stocks, held in the available for sale portfolio, in the amount of $5,246, pretax. The Company recorded the charge because the market value of the stock declined significantly in the quarter ended December 31, 2004,
following several negative announcements by Fannie Mae and Freddie Mac involving regulatory actions, earnings restatements and management turnover. The Company concluded that these events made the likelihood of future price appreciation less certain
in the near term and would extend the time period for a recovery of the Companys investment cost beyond previous estimates.

NOTE 4 - LOANS

Loans at year-end were as follows:



|                                          |  |      |           |      |   |          
|----------------------------------------- |  | ---- | --------- | ---- | - | ---------
|                                          |  | 2006 |           | 2005
|1-4 family residential real estate loans: |  |      |           |      |   |          
|Permanent financing                       |  | $    | 950,133   |      | $ | 643,617  
|Construction                              |  |      | 173,778   |      |   | 162,677  
|                                          |  |      |           |      |   |          
|Total                                     |  |      | 1,123,911 |      |   | 806,294  
|Commercial loans:                         |  |      |           |      |   |          
|Commercial real estate                    |  |      | 429,694   |      |   | 396,206  
|Multifamily                               |  |      | 106,999   |      |   | 87,712   
|Commercial                                |  |      | 243,945   |      |   | 152,779  
|Construction                              |  |      | 75,491    |      |   | 79,206   
|                                          |  |      |           |      |   |          
|Total                                     |  |      | 856,129   |      |   | 715,903  
|Consumer loans                            |  |      | 370,744   |      |   | 308,924  
|                                          |  |      |           |      |   |          
|Total loans                               |  | $    | 2,350,784 |      | $ | 1,831,121
|                                          |  |      |           |      |   |          

Total loans include net deferred loan costs of $4,033 at June 30, 2006 and $3,090 at June 30, 2005.



72



---

Notes to Consolidated Financial Statements

NOTE 4 - LOANS (continued)

Activity in the allowance for loan losses
was as follows:



|                          |  |      |        |   |      |   |        |      |  |   |        |  
|------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                          |  | 2006 |        |   | 2005 |   |        | 2004 | 
|Beginning balance         |  | $    | 18,266 |   |      | $ | 16,528 |      |  | $ | 9,603  |  
|Provision for loan losses |  |      | 5,875  |   |      |   | 3,509  |      |  |   | 4,896  |  
|Acquisition               |  |      | 525    |   |      |   |       |      |  |   | 4,506  |  
|Loans charged-off         |  |      | (3,122 | ) |      |   | (3,242 | )    |  |   | (3,073 | )
|Recoveries                |  |      | 775    |   |      |   | 1,471  |      |  |   | 596    |  
|                          |  |      |        |   |      |   |        |      |  |   |        |  
|Ending balance            |  | $    | 22,319 |   |      | $ | 18,266 |      |  | $ | 16,528 |  
|                          |  |      |        |   |      |   |        |      |  |   |        |  

Impaired loans were as follows:



|                                                           |  |      |       |      |   |      
|---------------------------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                                           |  | 2006 |       | 2005
|Year-end loans with no allocated allowance for loan losses |  | $    |      |      | $ |     
|Year-end loans with allocated allowance for loan losses    |  |      | 2,797 |      |   | 3,374
|Total                                                      |  | $    | 2,797 |      | $ | 3,374
|                                                           |  |      |       |      |   |      
|Amount of the allowance for loan losses allocated          |  | $    | 844   |      | $ | 2,053
|                                                           |  |      |       |      |   |      



|                                             |  |      |       |      |   |       |  |   |      
|-------------------------------------------- |  | ---- | ----- | ---- | - | ----- |  | - | -----
|                                             |  | 2006 |       | 2005 |   | 2004 
|Average of impaired loans during the year    |  | $    | 1,851 |      | $ | 1,831 |  | $ | 1,086
|Interest income recognized during impairment |  | $    | 194   |      | $ | 82    |  | $ | 105  
|Cash-basis interest income recognized        |  | $    | 172   |      | $ | 82    |  | $ | 67   

Nonperforming loans were as follows:



|                            |  |      |        |      |   |       
|--------------------------- |  | ---- | ------ | ---- | - | ------
|                            |  | 2006 |        | 2005
|Nonaccrual loans            |  | $    | 16,210 |      | $ | 11,993
|Troubled debt restructuring |  |      | 561    |      |   | 612   
|                            |  |      |        |      |   |       
|Total nonperforming loans   |  | $    | 16,771 |      | $ | 12,605
|                            |  |      |        |      |   |       

There were no loans past due over 90 days still on accrual as of June 30, 2006 or 2005.

Nonperforming loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. For loans
classified as nonperforming for the years ended June 30, 2006, 2005 and 2004 the contractual interest due and actual interest recognized on those loans is presented in the table below.



|                           |  |      |       |      |   |      |  |   |      
|-------------------------- |  | ---- | ----- | ---- | - | ---- |  | - | -----
|                           |  | 2006 |       | 2005 |   | 2004
|Contractual interest due   |  | $    | 1,249 |      | $ | 848  |  | $ | 2,154
|Actual interest recognized |  | $    | 331   |      | $ | 316  |  | $ | 723  

There were no loans acquired in connection with the Northern acquisition that had credit weaknesses which required
the recording of a nonaccreatable discount in accordance with the AICPAs Statement of Position 03-3.



73



---

Notes to Consolidated Financial Statements

NOTE 5 - MORTGAGE SERVICING ASSETS

Following is a summary of
mortgage servicing assets at June 30:



|                                           |  |      |         |   |      |   |        |      |  |   |        |  
|------------------------------------------ |  | ---- | ------- | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                           |  | 2006 |         |   | 2005 |   |        | 2004 | 
|Servicing rights:                          |  |      |         |   |      |   |        |      |  |   |        |  
|Beginning of year                          |  | $    | 21,013  |   |      | $ | 15,343 |      |  | $ | 7,051  |  
|Additions                                  |  |      | 10,990  |   |      |   | 10,639 |      |  |   | 11,277 |  
|Sale of servicing rights                   |  |      | (10,987 | ) |      |   |       |      |  |   |       |  
|(Increase) decrease in valuation allowance |  |      | 517     |   |      |   | (341   | )    |  |   | 2,098  |  
|Amortized to expense                       |  |      | (5,366  | ) |      |   | (4,628 | )    |  |   | (5,083 | )
|                                           |  |      |         |   |      |   |        |      |  |   |        |  
|End of year                                |  | $    | 16,167  |   |      | $ | 21,013 |      |  | $ | 15,343 |  
|                                           |  |      |         |   |      |   |        |      |  |   |        |  

The fair value of mortgage servicing rights was $19,986 at June 30, 2006 and $23,126 at June 30, 2005



|                               |  |      |      |   |      |   |     |      |  |   |        |  
|------------------------------ |  | ---- | ---- | - | ---- | - | --- | ---- |  | - | ------ | -
|                               |  | 2006 |      |   | 2005 |   |     | 2004 | 
|Valuation allowance:           |  |      |      |   |      |   |     |      |  |   |        |  
|Beginning of year              |  | $    | 675  |   |      | $ | 334 |      |  | $ | 2,432  |  
|Additions expensed             |  |      | 94   |   |      |   | 380 |      |  |   | 604    |  
|Reductions credited to expense |  |      | (611 | ) |      |   | (39 | )    |  |   | (2,702 | )
|Sale of servicing rights       |  |      | (47  | ) |      |   |    |      |  |   |       |  
|                               |  |      |      |   |      |   |     |      |  |   |        |  
|End of year                    |  | $    | 111  |   |      | $ | 675 |      |  | $ | 334    |  
|                               |  |      |      |   |      |   |     |      |  |   |        |  

Loans serviced for others, which are not reported as assets, totaled $1,627,595 and $2,100,689 at June 30,
2006 and 2005. Noninterest-bearing deposits included $16,528 and $14,668 of custodial account deposits related to loans serviced for others as of June 30, 2006 and 2005.



74



---

Notes to Consolidated Financial Statements

NOTE 6 - SECURITIZATIONS

Periodically the Company will securitize
residential real estate loans in order to gain access to a larger number of buyers than it would normally have for the sale of whole loans. During 2006, 2005, 2004 and at times in the past, the Company has securitized loans, sold the securities and
retained the right to service those loans. For each securitization the issuer of the security has been an independent third party. Information on those securitizations follows.



|                                                                 |  |      |             |   |      |   |             |      |  |   |             |  
|---------------------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ----------- | ---- |  | - | ----------- | -
|                                                                 |  | 2006 |             |   | 2005 |   |             | 2004 | 
|Securitization activity during the year ended June 30:           |  |      |             |   |      |   |             |      |  |   |             |  
|For new securitizations during the year                          |  |      |             |   |      |   |             |      |  |   |             |  
|Principal balance of loans securitized                           |  | $    | 91,037      |   |      | $ | 145,276     |      |  | $ | 93,458      |  
|Principal balance of securitized assets sold                     |  |      | 91,037      |   |      |   | 145,276     |      |  |   | 93,458      |  
|Initial value of loan servicing asset retained                   |  |      | 906         |   |      |   | 1,444       |      |  |   | 910         |  
|Gain on sale of securitized assets                               |  |      | 91          |   |      |   | 1,076       |      |  |   | 1,693       |  
|Assumptions to determine fair value of servicing asset retained: |  |      |             |   |      |   |             |      |  |   |             |  
|Discount rate                                                    |  |      | 14.0-14.5   | % |      |   | 9.5-14.5    | %    |  |   | 9.5-10.5    | %
|Prepayment rate                                                  |  |      | 325-625 PSA |   |      |   | 250-600 PSA |      |  |   | 300-675 PSA |  
|Anticipated delinquency                                          |  |      | 6.23        | % |      |   | 6.15        | %    |  |   | 6.50        | %
|Weighted average expected life in months                         |  |      | 25-55       |   |      |   | 30-160      |      |  |   | 25-105      |  
|Activity related to all securitizations interests                |  |      |             |   |      |   |             |      |  |   |             |  
|Charge-offs, net of recoveries for securitized loans             |  | $    |            |   |      | $ |            |      |  | $ |            |  
|Servicing revenue from securitized loans                         |  |      | 699         |   |      |   | 483         |      |  |   | 335         |  
|Securitization information at June 30:                           |  |      |             |   |      |   |             |      |  |   |             |  
|Current principal balance of loans securitized                   |  | $    | 279,536     |   |      | $ | 241,485     |      |  | $ | 137,288     |  
|Balance of securities still owned                                |  |      |            |   |      |   |            |      |  |   |            |  
|Fair value of loan servicing asset retained                      |  |      | 2,471       |   |      |   | 2,311       |      |  |   | 1,440       |  
|Loans delinquent 30 days or more                                 |  |      | 3,761       |   |      |   | 2,579       |      |  |   | 850         |  
|Assumptions to determine fair value of servicing asset retained: |  |      |             |   |      |   |             |      |  |   |             |  
|Discount rate                                                    |  |      | 9.5-14.5    | % |      |   | 9.5-14.5    | %    |  |   | 9.5-10.0    | %
|Prepayment rate                                                  |  |      | 275-900 PSA |   |      |   | 250-600 PSA |      |  |   | 300-600 PSA |  
|Anticipated delinquency                                          |  |      | 6.30        | % |      |   | 6.15        | %    |  |   | 6.50        | %
|Weighted average expected life in months                         |  |      | 15-65       |   |      |   | 30-160      |      |  |   | 25-105      |  

The fair value of loan servicing assets retained can change significantly over time as the underlying assumptions
used in the valuation change. The following table is a projection of how the fair value of servicing rights would change based on two magnitudes of adverse changes in each of the key assumptions used in the valuation. These projections are
hypothetical and should be used with caution. They project only one change in one variable at a time. Extrapolation of these results beyond the assumptions indicated may not produce meaningful results. All variables are dynamic, are subject to
change at any time, and may interrelate so that movement in one may cause movement in another.

Projected value of loan servicing asset under various
adverse alternative assumptions as of June 30:



|                                          |  |      |       |      |   |      
|----------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                          |  | 2006 |       | 2005
|1% added to discount rate                 |  | $    | 2,425 |      | $ | 2,261
|2% added to discount rate                 |  |      | 2,381 |      |   | 2,213
|10% increase in PSA prepayment speed used |  |      | 2,359 |      |   | 2,208
|20% increase in PSA prepayment speed used |  |      | 2,259 |      |   | 2,116
|10% increase in delinquency rate          |  |      | 2,469 |      |   | 2,320
|20% increase in delinquency rate          |  |      | 2,466 |      |   | 2,330



75



---

Notes to Consolidated Financial Statements

NOTE 7 - PREMISES AND EQUIPMENT

Following is a summary of premises
and equipment:



|                               |  |      |         |   |      |   |         |  
|------------------------------ |  | ---- | ------- | - | ---- | - | ------- | -
|                               |  | 2006 |         |   | 2005 |  
|Land and improvements          |  | $    | 7,659   |   |      | $ | 5,994   |  
|Buildings and improvements     |  |      | 21,327  |   |      |   | 14,869  |  
|Leasehold improvements         |  |      | 2,535   |   |      |   | 2,235   |  
|Furniture and equipment        |  |      | 15,885  |   |      |   | 14,245  |  
|Construction in process        |  |      | 6,879   |   |      |   | 128     |  
|                               |  |      |         |   |      |   |         |  
|                               |  |      | 54,285  |   |      |   | 37,471  |  
|Less: Accumulated depreciation |  |      | (18,800 | ) |      |   | (16,104 | )
|                               |  |      |         |   |      |   |         |  
|                               |  | $    | 35,485  |   |      | $ | 21,367  |  
|                               |  |      |         |   |      |   |         |  

Depreciation expense totaled $2,788, $3,140 and $2,481 for 2006, 2005 and 2004 respectively.

The Companys subsidiaries have entered into a number of noncancelable lease agreements with respect to premises. Following is a summary of future minimum rental
payments under operating leases that have initial or remaining noncancelable terms in excess of one year as of June 30, 2006:



|           |  |   |       
|---------- |  | - | ------
|2007       |  | $ | 2,549 
|2008       |  |   | 2,023 
|2009       |  |   | 1,625 
|2010       |  |   | 971   
|2011       |  |   | 311   
|Thereafter |  |   | 3,166 
|           |  |   |       
|           |  | $ | 10,645
|           |  |   |       

Rent expense for cancelable and noncancelable agreements totaled $2,498, $2,237 and $972 for 2006, 2005 and 2004.

NOTE 8 - GOODWILL AND INTANGIBLE ASSETS

GOODWILL

The change in the carrying amount of goodwill for the year ended June 30 is as follows:



|                                               |  |      |        |      |   |        |  
|---------------------------------------------- |  | ---- | ------ | ---- | - | ------ | -
|                                               |  | 2006 |        | 2005 |  
|Beginning balance                              |  | $    | 55,076 |      | $ | 55,348 |  
|Goodwill acquired during the year              |  |      | 32,933 |      |   | 269    |  
|Adjustment for Franklin Bancorp, Inc. goodwill |  |      |       |      |   | (541   | )
|                                               |  |      |        |      |   |        |  
|Ending balance                                 |  | $    | 88,009 |      | $ | 55,076 |  
|                                               |  |      |        |      |   |        |  



76



---

Notes to Consolidated Financial Statements

NOTE 8 - GOODWILL AND INTANGIBLE ASSETS  (continued)

The
adjustment of the Franklin Bancorp, Inc, goodwill during fiscal 2005 represents an adjustment of the liability for Federal income taxes after final returns were filed.

ACQUIRED INTANGIBLE ASSETS

Activity in intangibles for the year ended June 30, 2006 was as follows:



|                                  |  |                       |        |                          |   |         |           |  |   |        |  
|--------------------------------- |  | --------------------- | ------ | ------------------------ | - | ------- | --------- |  | - | ------ | -
|                                  |  | Gross Carrying Amount |        | Accumulated Amortization |   |         | Net Value | 
|Balance as of June 30, 2005       |  | $                     | 23,027 |                          | $ | (7,745  | )         |  | $ | 15,282 |  
|Intangible assets acquired        |  |                       | 5,778  |                          |   | (4      | )         |  |   | 5,774  |  
|Amortization of intangible assets |  |                       |       |                          |   | (3,651  | )         |  |   | (3,651 | )
|                                  |  |                       |        |                          |   |         |           |  |   |        |  
|Balance as of June 30, 2006       |  | $                     | 28,805 |                          | $ | (11,400 | )         |  |   | 17,405 |  
|                                  |  |                       |        |                          |   |         |           |  |   |        |  

Aggregate amortization expense was $3,655, $3,880 and $1,305, for 2006, 2005 and 2004 respectively.

Estimated amortization expense for each of the next five years:



|           |  |   |       
|---------- |  | - | ------
|2007       |  | $ | 4,207 
|2008       |  |   | 3,825 
|2009       |  |   | 2,512 
|2010       |  |   | 2,205 
|2011       |  |   | 1,904 
|Thereafter |  |   | 2,752 
|           |  |   |       
|           |  | $ | 17,405
|           |  |   |       

NOTE 9 - INTEREST BEARING DEPOSITS

At June 30, 2006, scheduled maturities of certificate of deposits are as follows:



|           |  |   |        
|---------- |  | - | -------
|2007       |  | $ | 682,313
|2008       |  |   | 168,227
|2009       |  |   | 55,683 
|2010       |  |   | 22,605 
|2011       |  |   | 11,985 
|Thereafter |  |   | 784    
|           |  |   |        
|           |  | $ | 941,597
|           |  |   |        

At June 30, 2006, scheduled maturities of certificate of deposits of $100 or more are as follows:



|                               |  |   |        
|------------------------------ |  | - | -------
|Three months or less           |  | $ | 82,555 
|Over three through six months  |  |   | 91,703 
|Over six through twelve months |  |   | 107,372
|Over twelve months             |  |   | 82,220 
|                               |  |   |        
|Total                          |  | $ | 363,850
|                               |  |   |        



77



---

Notes to Consolidated Financial Statements

NOTE 9 - INTEREST BEARING DEPOSITS  (continued)

The
certificates of deposit of $100 or more summarized above include $76,746 of brokered deposits at June 30, 2006. The Company also had $845 of brokered deposits with balances less than $100 at June 30, 2006.

NOTE 10 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Securities
sold under agreements to repurchase consisted of the following as of June 30:



|                       |  |        |        |                       |      |   |        |   |                       |  |      |  
|---------------------- |  | ------ | ------ | --------------------- | ---- | - | ------ | - | --------------------- |  | ---- | -
|                       |  | 2006   |        |                       | 2005 |  
|                       |  | Amount |        | Weighted Average Rate |      |   | Amount |   | Weighted Average Rate | 
|Short-term             |  | $      | 29,513 |                       | 2.60 | % |        | $ | 14,196                |  | 2.16 | %
|                       |  |        |        |                      
|Long-term maturing in: |  |        |        |                       |      |   |        |   |                       |  |      |  
|September 2006         |  |        |       |                       |     |   |        |   | 8,250                 |  | 3.03 | %
|September 2007         |  |        | 7,500  |                       | 3.56 | % |        |   | 7,500                 |  | 3.56 | %
|September 2008         |  |        | 7,000  |                       | 4.01 | % |        |   | 7,000                 |  | 4.01 | %
|                       |  |        |        |                       |      |   |        |   |                       |  |      |  
|Subtotal               |  |        | 14,500 |                       | 3.78 | % |        |   | 22,750                |  | 3.51 | %
|                       |  |        |        |                       |      |   |        |   |                       |  |      |  
|Total                  |  | $      | 44,013 |                       | 2.99 | % |        | $ | 36,946                |  | 2.99 | %
|                       |  |        |        |                       |      |   |        |   |                       |  |      |  

Securities sold under agreements to repurchase are secured primarily by mortgage-backed securities with a fair
value of approximately $48,250 at June 30, 2006 and $39,267 at June 30, 2005. Securities sold under agreements to repurchase are typically held by an independent third party when they are for retail customers and are delivered to the
counterparty when they are wholesale borrowings with brokerage firms. At maturity, the securities underlying the agreements are returned to the Company.

Information concerning short-term securities sold under agreements to repurchase is as follows:



|                                          |  |      |        |   |      |   |        |      |  |   |        |  
|----------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                          |  | 2006 |        |   | 2005 |   |        | 2004 | 
|Average daily balance during the year     |  | $    | 23,006 |   |      | $ | 9,439  |      |  | $ | 7,89   |  
|Average interest rate during the year     |  |      | 2.47   | % |      |   | 1.77   | %    |  |   | 1.08   | %
|Maximum month-end balance during the year |  | $    | 29,513 |   |      | $ | 14,724 |      |  | $ | 10,346 |  

NOTE 11 - BORROWINGS

Following is a summary of borrowings at June 30:



|                           |  |        |         |                      |      |   |        |   |                      |  |      |  
|-------------------------- |  | ------ | ------- | -------------------- | ---- | - | ------ | - | -------------------- |  | ---- | -
|                           |  | 2006   |         |                      | 2005 |  
|                           |  | Amount |         | Weighted AverageRate |      |   | Amount |   | Weighted AverageRate | 
|Short-term borrowings      |  |        |         |                      |      |   |        |   |                      |  |      |  
|Federal Home Loan Bank     |  | $      | 354,674 |                      | 5.31 | % |        | $ | 248,097              |  | 3.38 | %
|Long-term borrowings       |  |        |         |                      |      |   |        |   |                      |  |      |  
|Federal Home Loan Bank     |  |        |         |                      |      |   |        |   |                      |  |      |  
|2006                       |  |        |        |                      |     |   |        |   | 20,175               |  | 5.06 | %
|2007                       |  |        | 24,897  |                      | 2.84 | % |        |   | 21,375               |  | 2.61 | %
|2008                       |  |        | 31,375  |                      | 4.56 | % |        |   | 4,375                |  | 3.46 | %
|2009                       |  |        | 83,000  |                      | 5.07 | % |        |   | 28,500               |  | 5.54 | %
|2010                       |  |        | 77,141  |                      | 4.74 | % |        |   | 75,000               |  | 4.76 | %
|2011                       |  |        | 21,286  |                      | 5.09 | % |        |   | 31,474               |  | 4.20 | %
|Thereafter                 |  |        | 11,533  |                      | 4.75 | % |        |   | 26,210               |  | 3.37 | %
|                           |  |        |         |                      |      |   |        |   |                      |  |      |  
|Total long-term borrowings |  |        | 249,232 |                      | 4.66 | % |        |   | 207,109              |  | 4.43 | %
|                           |  |        |         |                      |      |   |        |   |                      |  |      |  
|Total borrowings           |  | $      | 603,906 |                      | 4.79 | % |        | $ | 455,206              |  | 3.79 | %
|                           |  |        |         |                      |      |   |        |   |                      |  |      |  



78



---

Notes to Consolidated Financial Statements

NOTE 11 - BORROWINGS  (continued)

Federal Home Loan Bank
advances totaling $81,000 at June 30, 2006 which are scheduled to mature in 2009 and later years can be called by the issuer on various dates and under various conditions. At June 30, 2006, Federal Home Loan Bank borrowings were secured by
a blanket pledge of multifamily loans of $27,299, a blanket pledge of 1-4 family residential loans of $807,067, a blanket pledge of commercial loans of $52,140, a pledge of specific securities of $1,348 and by the Companys stock in the Federal
Home Loan Bank. Based on the Companys existing collateral, the dollar amount of additional Federal Home Loan Bank advance borrowings available at June 30, 2006 was $131,221. Federal Home Loan Bank advances generally carry prepayment
penalties equal to the present value of the difference in interest between the rate on the loan and the current rate for loans with similar terms and remaining maturities.

The Company has a $10,000 line of credit with a commercial bank. Interest on the line is charged at the banks federal funds rate plus 0.25%.

Information concerning short-term borrowings during the periods indicated is as follows:



|                                          |  |      |         |   |      |   |         |      |  |   |         |  
|----------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                          |  | 2006 |         |   | 2005 |   |         | 2004 | 
|Federal Home Loan Bank                    |  |      |         |   |      |   |         |      |  |   |         |  
|Average daily balance during the year     |  | $    | 245,739 |   |      | $ | 258,176 |      |  | $ | 167,329 |  
|Average interest rate during the year     |  |      | 4.26    | % |      |   | 2.23    | %    |  |   | 1.06    | %
|Maximum month-end balance during the year |  | $    | 361,674 |   |      | $ | 307,090 |      |  |   | 246,590 |  
|Commercial bank line of credit            |  |      |         |   |      |   |         |      |  |   |         |  
|Average daily balance during the year     |  | $    | 55      |   |      | $ |        |      |  | $ | 355     |  
|Average interest rate during the year     |  |      | 4.75    | % |      |   |        |      |  |   | 3.96    | %
|Maximum month-end balance during the year |  | $    |        |   |      | $ |        |      |  | $ | 5,000   |  

NOTE 12 - JUNIOR SUBORDINATED DEBENTURES OWED TO UNCONSOLIDATED SUBSIDIARY TRUSTS

As of June 30, 2006, the Company sponsored three affiliated trusts, First Place Capital Trust, First Place Capital Trust II and First Place Capital Trust III
(collectively the Trust Affiliates), that issued $60,000 of Guaranteed Capital Trust Securities (Trust Preferred Securities). In connection with this transaction, the Company issued $61,857 of Junior Subordinated Deferrable Interest Debentures
(Junior Debentures) to the Trust Affiliates. The Trust Affiliates were formed for the purpose of issuing Trust Preferred Securities to third-party investors and investing the proceeds from the sale of these capital securities solely in Junior
Debentures of the Company. The Junior Debentures held by each Trust Affiliate are the sole assets of that trust.

Distributions on the Trust Preferred
Securities issued by First Place Capital Trust are payable quarterly at a variable rate equal to the three-month LIBOR rate plus 2.85%. Distributions on the Trust Preferred Securities issued by First Place Capital Trust II are payable quarterly at a
fixed rate of 6.45%. Distributions on the Trust Preferred Securities issued by First Place Capital Trust III are payable quarterly at a fixed rate of 5.69% for five years, through September, 2010, and a floating rate of interest that resets
quarterly to the three-month LIBOR rate plus 1.45% for the remaining 25 years.

The Trust Preferred Securities are subject to mandatory redemption, in
whole or in part, upon repayment of the Junior Debentures. The Company has entered into an agreement that fully and unconditionally guarantees the Trust Preferred Securities subject to the terms of the guarantee. The issuers may redeem the Trust
Preferred Securities and the Junior Debentures for a premium through September 15, 2010 at the greater of (i) 107.5% of the principal amount of the Junior Debentures or (ii) the sum of the present values of the scheduled payments of
principal during the fixed rate period remaining life of the Debentures discounted to the special redemption date on a quarterly basis at the treasury rate. After September 15, 2010, the issuers may redeem the Trust Preferred Securities and
Junior Debentures at par.



79



---

Notes to Consolidated Financial Statements

NOTE 12 - JUNIOR SUBORDINATED DEBENTURES OWED TO UNCONSOLIDATED SUBSIDIARY TRUSTS (continued)

Junior Debentures issued by the Company to the Trust Affiliates follow. These amounts represent the par value of the obligations owed to the Trust Affiliates, including the Companys equity interest in the
trusts.



|                                                                                                          |  |              |        |              |   |       
|--------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | ------------ | - | ------
|                                                                                                          |  | June 30,2006 |        | June 30,2005
|Variable rate junior subordinated debentures owed to First Place Capital Trust due January 23, 2034       |  | $            | 15,465 |              | $ | 15,465
|6.45% junior subordinated debentures owed to First Place Capital Trust II due January 23, 2034            |  |              | 15,464 |              |   | 15,464
|Variable rate junior subordinated debentures owed to First Place Capital Trust III due September 15, 2035 |  |              | 30,928 |              |   |      
|                                                                                                          |  |              |        |              |   |       
|Total junior subordinated debentures owed to unconsolidated subsidiary trusts                             |  | $            | 61,857 |              | $ | 30,929
|                                                                                                          |  |              |        |              |   |       

The Company has used the proceeds of the Junior Debentures issued in September 2005 for general corporate
purposes. Interest on all three issues of trust preferred securities may be deferred for a period of up to five years at the option of the issuer. The trusts are accounted for using the equity method of accounting for investments, and therefore have
not been included in the consolidated financial statements of the Company.

NOTE 13 - INCOME TAXES

The provision for income taxes consisted of the following:



|                             |  |      |        |   |      |   |       |      |  |   |      
|---------------------------- |  | ---- | ------ | - | ---- | - | ----- | ---- |  | - | -----
|                             |  | 2006 |        |   | 2005 |   |       | 2004
|Current provision            |  | $    | 12,450 |   |      | $ | 8,214 |      |  | $ | 4,115
|Deferred provision (benefit) |  |      | (2,120 | ) |      |   | (316  | )    |  |   | 2,099
|                             |  |      |        |   |      |   |       |      |  |   |      
|                             |  | $    | 10,330 |   |      | $ | 7,898 |      |  | $ | 6,214
|                             |  |      |        |   |      |   |       |      |  |   |      

The income tax benefit from the exercise of non-qualified stock option shares and disposition of incentive stock
options was recognized for financial reporting purposes by crediting additional paid-in capital for $240 in 2006, $277 in 2005 and $151 in 2004.

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



|                                                    |  |      |        |   |      |   |       |      |  |   |       |  
|--------------------------------------------------- |  | ---- | ------ | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                                    |  | 2006 |        |   | 2005 |   |       | 2004 | 
|Income tax computed at the statutory federal rate   |  | $    | 11,681 |   |      | $ | 9,393 |      |  | $ | 7,128 |  
|Add (subtract) tax effect of:                       |  |      |        |   |      |   |       |      |  |   |       |  
|Tax-exempt income                                   |  |      | (453   | ) |      |   | (436  | )    |  |   | (350  | )
|Earnings and proceeds from life insurance contracts |  |      | (403   | ) |      |   | (758  | )    |  |   | (286  | )
|Miscellaneous items                                 |  |      | (495   | ) |      |   | (301  | )    |  |   | (278  | )
|                                                    |  |      |        |   |      |   |       |      |  |   |       |  
|                                                    |  | $    | 10,330 |   |      | $ | 7,898 |      |  | $ | 6,214 |  
|                                                    |  |      |        |   |      |   |       |      |  |   |       |  

The statutory tax rate was 35% for 2006, 2005 and 2004.



80



---

Notes to Consolidated Financial Statements

NOTE 13 - INCOME TAXES  (continued)

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



|                                                        |  |         |   |  |      |         |  
|------------------------------------------------------- |  | ------- | - |  | ---- | ------- | -
|                                                        |  | 2006    |   |  | 2005 |        
|Items giving rise to deferred tax assets:               |  |         |   |  |      |         |  
|Bad debts                                               |  | 7,811   |   |  | $    | 6,393   |  
|Unrealized loss on securities available for sale        |  | 1,421   |   |  |      | 156     |  
|Recognized loss on impairment of securities             |  | 1,836   |   |  |      | 1,836   |  
|Unrealized loss on hedging transactions                 |  | 1,302   |   |  |      | 1,737   |  
|Nonaccrual loan interest                                |  | 508     |   |  |      | 289     |  
|Other valuation allowances                              |  | 180     |   |  |      | 480     |  
|Other                                                   |  | 1,234   |   |  |      | 1,386   |  
|                                                        |  |         |   |  |      |         |  
|                                                        |  | 14,292  |   |  |      | 12,277  |  
|Items giving rise to deferred tax liabilities:          |  |         |   |  |      |         |  
|Loan servicing                                          |  | (5,659  | ) |  |      | (7,354  | )
|FHLB stock dividends                                    |  | (6,141  | ) |  |      | (4,453  | )
|Purchase accounting adjustments and related intangibles |  | (3,373  | ) |  |      | (4,163  | )
|Depreciation                                            |  | (1,169  | ) |  |      | (1,123  | )
|Deferred loan fees and costs                            |  | (1,912  | ) |  |      | (1,061  | )
|Other                                                   |  | (854    | ) |  |      | (271    | )
|                                                        |  |         |   |  |      |         |  
|                                                        |  | (19,108 | ) |  |      | (18,425 | )
|                                                        |  |         |   |  |      |         |  
|Net deferred liability                                  |  | (4,816  | ) |  | $    | (6,148  | )
|                                                        |  |         |   |  |      |         |  

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

Retained earnings at June 30, 2006, include approximately $37,042 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, 2006 was
approximately $12,965.

Tax expense (benefit) attributable to securities gains and losses approximated $(330), $32 and $168 for 2006, 2005 and 2004.

NOTE 14 - EMPLOYEE BENEFIT PLANS

ESOP PLAN

The Company maintains an Employee Stock Ownership Plan (ESOP) for the benefit of employees of the Bank who are 21 and older and who have completed at
least one thousand hours of service.

To fund the plan, the ESOP borrowed $8,993 from the Company for the purposes of purchasing 899,300 shares of stock at
$10 per share in the conversion from mutual to stock ownership in 1998. Principal and interest payments on the loan are due in annual installments, which began December 31, 1999, with the final payments of principal and interest being due and
payable at maturity on December 31, 2013. Interest is payable during the term of the loan at a fixed rate of 7.75%. The loan is collateralized by the shares of the Companys common stock purchased with the proceeds. As the Bank
periodically makes contributions to the ESOP to repay the loan, shares are allocated to participants on the basis of the ratio of each years principal and interest payments to the total of all principal and interest payments. These
contributions to the ESOP plan were $1,003 for each of the years 2006,



81



---

Notes to Consolidated Financial Statements

NOTE 14 - EMPLOYEE BENEFIT PLANS (continued)

2005 and 2004. The
balance of the ESOP loan was $5,821 at June 30, 2006 and $6,334 at June 30, 2005. Dividends on allocated shares increase participant accounts. Dividends on unallocated shares are used for debt service. ESOP compensation expense was $1,372,
$1,175 and $1,081 for 2006, 2005, and 2004 respectively. The fair value of unallocated shares was $10,243 at June 30, 2006 and $10,136 at June 30, 2005.

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



|                                              |  |                          |   |  |                          |   |  |         |   |  |           |   |  |             |   |  |         |  
|--------------------------------------------- |  | ------------------------ | - |  | ------------------------ | - |  | ------- | - |  | --------- | - |  | ----------- | - |  | ------- | -
|                                              |  | Year ended June 30, 2006 |   |  | Year ended June 30, 2005 |  
|                                              |  | Allocated                |   |  | Unallocated              |   |  | Total   |   |  | Allocated |   |  | Unallocated |   |  | Total   |  
|Beginning balance                             |  | 361,932                  |   |  | 504,519                  |   |  | 866,451 |   |  | 302,900   |   |  | 563,871     |   |  | 866,771 |  
|Allocation of shares to participants          |  | 59,352                   |   |  | (59,352                  | ) |  |        |   |  | 59,352    |   |  | (59,352     | ) |  |        |  
|Distribution of shares to former participants |  | (17,846                  | ) |  |                         |   |  | (17,846 | ) |  | (320      | ) |  |            |   |  | (320    | )
|                                              |  |                          |   |  |                          |   |  |         |   |  |           |   |  |             |   |  |         |  
|Ending balance                                |  | 403,438                  |   |  | 445,167                  |   |  | 848,605 |   |  | 361,932   |   |  | 504,519     |   |  | 866,451 |  
|                                              |  |                          |   |  |                          |   |  |         |   |  |           |   |  |             |   |  |         |  

401(k) PLAN

The Company maintains a 401(k) plan for the benefit of substantially all of the employees of the Bank. That plan allows employee contributions up to a maximum of $15,000 per year and contains provisions for catch-up contributions as
currently permitted by applicable regulations. The Company may make a discretionary matching contribution. For fiscal 2006, 2005 and 2004, the Company did make a matching contribution equal to 50% of the first 6% of compensation contributed. That
contribution may take the form of cash or Company common stock from the ESOP shares that are committed to be released to employees for that year. 401(k) expense was $210, $105 and $0 for 2006, 2005, and 2004.

The Company also sponsors, as a result of the acquisition of Northern, a 401(k) plan that is available to certain eligible employees of Northern. The 401(k) plan allows
employee contributions of up to 15% of their compensation. The Company makes a matching contribution equal to 50% of the first 6% of the compensation contributed. The Companys matching contributions vest to the employee after two years of
service. To earn a year of service, the employee must be credited with at least 1,000 hours of service each year. It is expected that in January 2007, the Northern 401(k) plan will be merged into the 401(k) plan of the Company.

EMPLOYEE STOCK PURCHASE PLAN

The Company established the First Place
Financial Corp. Employee Stock Purchase Plan (ESPP) effective May 1, 2004. The purpose of the plan is to provide employees of the Company with an opportunity to purchase shares of First Place common stock. Participation in the ESPP is voluntary
and employees may elect a payroll deduction in any whole dollar amount between 1% and 15% of gross wages to purchase First Place common stock. An amount of 150,000 shares of common stock in the aggregate have been approved for the ESPP. The ESPP was
made available to employees in August, 2004. As of June 30, 2006, 5,925 shares had been purchased under this plan, and 144,075 shares remained available for purchase.



82



---

Notes to Consolidated Financial Statements

NOTE 15 - 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:



|                                     |  |      |       |   |      |   |       |  
|------------------------------------ |  | ---- | ----- | - | ---- | - | ----- | -
|                                     |  | 2006 |       |   | 2005 |  
|Balance at beginning of period       |  | $    | 1,899 |   |      | $ | 2,248 |  
|New loans                            |  |      | 662   |   |      |   | 284   |  
|Effect of changes in related parties |  |      |      |   |      |   | (333  | )
|Repayments                           |  |      | (214  | ) |      |   | (300  | )
|                                     |  |      |       |   |      |   |       |  
|Balance at end of period             |  | $    | 2,347 |   |      | $ | 1,899 |  
|                                     |  |      |       |   |      |   |       |  

Deposits from executive officers, directors and their related business interests at year-end 2006 and 2005 were
$3,861 and $5,733.

NOTE 16 - STOCK COMPENSATION PLANS

On July 2, 1999 the shareholders approved and the Board of Directors established the 1999 Incentive Plan (1999 Plan). The 1999 Plan provided the Board with the authority to compensate directors, key employees and individuals performing
services as consultants or independent contractors with stock awards for their services to the Company. The awards authorized included incentive stock options, nonqualified stock options and stock grants. The granting of stock awards is also
referred to as the Recognition and Retention Plan. The 1999 Plan originally authorized 1,124,125 shares of stock for options and 449,650 for grants or a total of 1,573,775. Subsequent to the establishment of the plan 587,500 shares were added to the
shares available for stock options due to a merger. Stock options and stock grants reduce the shares available for grant while awards which are forfeited increase the shares available for grant. As of June 30, 2006 there were 2,461 shares
available to be awarded as options and 80,780 shares available to be awarded as stock grants.

On October 28, 2004, the shareholders of the Company
approved the creation of the 2004 Incentive Plan (2004 Plan). It is similar to the 1999 Plan. It also provides for awards to be issued in the form of incentive stock options, nonqualified stock options and stock awards. A total of 1,000,000 shares
may be issued under the 2004 Plan in any combination of the three types of awards. As of June 30, 2006, no awards have been issued under the 2004 Plan.

STOCK OPTIONS

The Company can issue incentive stock options and nonqualified stock options under the 1999 Plan and the 2004 Plan. Existing
option awards generally become exercisable at the rate of 20% per year on the first five anniversary dates of the grant. However, the vesting schedule is determined at the time of the grant and future grants may have different vesting
schedules. Generally, the option period expires ten years from the date of grant and the exercise price is the market price at the date of grant.



83



---

Notes to Consolidated Financial Statements

NOTE 16 - STOCK COMPENSATION PLANS (continued)

Following is activity
under the plans during the years ended June 30, 2006, 2005 and 2004:



|                                       |  |         |   |      |                              |       |        |          |   |                              |   |        |  |         |                              |  |   |      
|-------------------------------------- |  | ------- | - | ---- | ---------------------------- | ----- | ------ | -------- | - | ---------------------------- | - | ------ |  | ------- | ---------------------------- |  | - | -----
|                                       |  | 2006    |   | 2005 |                              | 2004 
|                                       |  | Shares  |   |      | WeightedAverageExercisePrice |       | Shares |          |   | WeightedAverageExercisePrice |   | Shares |  |         | WeightedAverageExercisePrice
|Options outstanding, beginning of year |  | 859,554 |   |      | $                            | 13.28 |        | 955,737  |   |                              | $ | 12.91  |  | 962,870 |                              |  | $ | 12.21
|Forfeited                              |  |        |   |      |                              |      |        | (22,120  | ) |                              |   | 16.48  |  | (11,272 | )                            |  |   | 12.81
|Exercised                              |  | (97,470 | ) |      |                              | 11.95 |        | (120,943 | ) |                              |   | 11.71  |  | (85,861 | )                            |  |   | 11.74
|Granted                                |  | 2,000   |   |      |                              | 20.98 |        | 46,880   |   |                              |   | 18.28  |  | 90,000  |                              |  |   | 19.30
|                                       |  |         |   |      |                              |       |        |          |   |                              |   |        |  |         |                              |  |   |      
|Options outstanding, end of year       |  | 764,084 |   |      | $                            | 13.47 |        | 859,554  |   |                              | $ | 13.28  |  | 955,737 |                              |  | $ | 12.91
|                                       |  |         |   |      |                              |       |        |          |   |                              |   |        |  |         |                              |  |   |      
|Options exercisable, end of year       |  | 679,301 |   |      |                              |       |        | 722,391  |   |                              |   |        |  | 661,478 |                              |  |   |      



|                                                            |  |      |      |      |   |      |  |   |     
|----------------------------------------------------------- |  | ---- | ---- | ---- | - | ---- |  | - | ----
|                                                            |  | 2006 |      | 2005 |   | 2004
|Weighted-average fair value of options granted during year: |  | $    | 4.51 |      | $ | 4.56 |  | $ | 4.38

A summary of unvested options as of June 30, 2006 and changes during the year ended June 30, 2006 were
as follows:



|                                      |  |                        |   |  |                          |     
|------------------------------------- |  | ---------------------- | - |  | ------------------------ | ----
|                                      |  | Total unvested options
|                                      |  | Shares                 |   |  | WeightedAverageFairValue
|Unvested options, beginning of period |  | 137,163                |   |  | $                        | 4.04
|Vested                                |  | (54,380                | ) |  | $                        | 3.43
|Granted                               |  | 2,000                  |   |  | $                        | 4.51
|                                      |  |                        |   |  |                          |     
|Unvested options, end of period       |  | 84,783                 |   |  | $                        | 4.44
|                                      |  |                        |   |  |                          |     

Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised were as
follows:



|                                     |  |                     |       |      |   |      
|------------------------------------ |  | ------------------- | ----- | ---- | - | -----
|                                     |  | Year ended June 30,
|                                     |  | 2006                |       | 2005
|Proceeds of options exercised        |  | $                   | 1,164 |      | $ | 1,455
|Related tax benefit recognized       |  | $                   | 240   |      | $ | 277  
|Intrinsic value of options exercised |  | $                   | 1,011 |      | $ | 931  

Options outstanding at June 30, 2006 were as follows:



|                          |  |             |         |                                                   |     |        |   |                              |  |   |      
|------------------------- |  | ----------- | ------- | ------------------------------------------------- | --- | ------ | - | ---------------------------- |  | - | -----
|                          |  | Outstanding |         | Exercisable                                      
|Range of Exercise prices  |  | Shares      |         | Weightedaverageremainingcontractuallife (inyears) |     | Shares |   | Weightedaverageexerciseprice
|$   9.54 - 12.00          |  |             | 90,415  |                                                   | 4.1 |        |   | 90,415                       |  | $ | 11.09
|12.01 - 14.00             |  |             | 523,381 |                                                   | 3.0 |        |   | 523,381                      |  |   | 12.33
|14.01 - 20.98             |  |             | 150,288 |                                                   | 7.2 |        |   | 65,505                       |  |   | 18.55
|                          |  |             |         |                                                   |     |        |   |                              |  |   |      
|Total                     |  |             | 764,084 |                                                   | 3.9 |        |   | 679,301                      |  | $ | 12.77
|                          |  |             |         |                                                   |     |        |   |                              |  |   |      
|Aggregate intrinsic value |  | $           | 7,156   |                                                   |     |        | $ | 6,842                        |  |   |      
|                          |  |             |         |                                                   |     |        |   |                              |  |   |      



84



---

Notes to Consolidated Financial Statements

NOTE 16 - STOCK COMPENSATION PLANS (continued)

Information
pertaining to the Companys method of accounting for stock options and the pro forma effect on net income and earnings per share of applying the fair value method of accounting to all forms of stock-based compensation are included
in Note 1 (Summary of Significant Accounting Policies) under the heading Stock Compensation.

RECOGNITION AND RETENTION PLAN

The Company can issue stock grants as a form of compensation to directors and key employees under the 1999 Plan and the 2004 Plan. Generally, one-fifth
of such shares are earned and nonforfeitable on each of the first five anniversaries of the date of the awards. In the event of the death or disability of a participant or a change in control of the Company, the participants shares will be
deemed to be entirely earned and nonforfeitable upon such date. Recipients are entitled to receive dividends on their respective shares but are restricted from selling, transferring or assigning their shares until full vesting of such shares has
occurred.

Compensation expense for grants, is based on the market value of the shares at the date of grant, which approximates fair value, and is
recognized over the vesting period of the grant. Unearned compensation is reported as a separate component of shareholders equity until earned in fiscal 2005 and prior years and as a reduction of additional paid in capital in fiscal 2006.
Compensation expense for shares granted under the Recognition and Retention Plan was $52, $106 and $682 for 2006, 2005, and 2004.

Activity in issued but
unvested stock grants during the year ended June 30, 2006, was as follows:



|                                        |  |        |   |  |                        |      
|--------------------------------------- |  | ------ | - |  | ---------------------- | -----
|                                        |  | Shares |   |  | Weighted Average Value
|Issued and unvested as of June 30, 2005 |  | 4,875  |   |  | $                      | 18.05
|Shares vested during the period         |  | (3,020 | ) |  | $                      | 17.20
|                                        |  |        |   |  |                        |      
|Issued and unvested as of June 30, 2006 |  | 1,855  |   |  | $                      | 19.42
|                                        |  |        |   |  |                        |      

The intrinsic value of unvested stock grants at June 30, 2006 was $43.

Compensation costs for all share-based plans were as follows:



|                                       |  |               |     |              |   |               |  |              |   |               |   |              |  |   |   |  |   |    
|-------------------------------------- |  | ------------- | --- | ------------ | - | ------------- |  | ------------ | - | ------------- | - | ------------ |  | - | - |  | - | ---
|                                       |  | 2006          |     | 2005         |   | 2004         
|                                       |  | Stock Options |     | Stock Grants |   | Stock Options |  | Stock Grants |   | Stock Options |   | Stock Grants
|Compensation cost recognized in income |  | $             | 113 |              | $ | 52            |  | $            |  |               | $ | 106          |  | $ |  |  | $ | 682
|Related tax benefit recognized         |  |               |    |              |   | 18            |  |              |  |               |   | 37           |  |   |  |  |   | 239

The compensation cost yet to be recognized for stock-based awards that have been awarded but not vested is as
follows:



|      |  |               |     |              |   |              |  |   |    
|----- |  | ------------- | --- | ------------ | - | ------------ |  | - | ---
|      |  | Stock Options |     | Stock Grants |   | Total Awards
|2007  |  | $             | 104 |              | $ | 9            |  | $ | 113
|2008  |  |               | 103 |              |   | 9            |  |   | 112
|2009  |  |               | 31  |              |   | 9            |  |   | 40 
|2010  |  |               | 28  |              |   | 2            |  |   | 30 
|2011  |  |               | 2   |              |   |             |  |   | 2  
|      |  |               |     |              |   |              |  |   |    
|Total |  | $             | 268 |              | $ | 29           |  | $ | 297
|      |  |               |     |              |   |              |  |   |    

The weighted average life for stock-based awards that have been awarded but not vested is 1.8 years.



85



---

Notes to Consolidated Financial Statements

NOTE 17 - COMMITMENTS, CONTINGENCIES AND GUARANTEES

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

The Company has a program to reduce the interest rate risk associated with the interest rate commitment made to borrowers for mortgage loans that have not yet been closed and potentially made eligible for sale to secondary markets. The
Company will, depending on market interest rates and loan volume, enter into commitments to sell loans or mortgage-backed securities, considered to be derivatives, to limit the exposure to potential movements in market interest rates. This
contractual position is monitored daily to maintain coverage ranging from 40% to 100% of our loan commitments depending on the status of the loan commitments as they progress from application to sale.

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



|                                             |  |            |         |               |   |            |  |               |         |  |   |        
|-------------------------------------------- |  | ---------- | ------- | ------------- | - | ---------- |  | ------------- | ------- |  | - | -------
|                                             |  | 2006       |         | 2005         
|                                             |  | Fixed rate |         | Variable rate |   | Fixed rate |  | Variable rate
|Commitments to make loans (at market rates)  |  | $          | 126,237 |               | $ | 35,129     |  | $             | 101,159 |  | $ | 39,268 
|Construction loan funds not yet disbursed    |  |            | 94,325  |               |   | 109,001    |  |               | 104,001 |  |   | 87,924 
|Unused lines of credit and letters of credit |  |            | 56,885  |               |   | 230,432    |  |               | 43,139  |  |   | 186,564
|Mortgage loan sales commitment               |  |            | 168,268 |               |   |           |  |               | 130,000 |  |   |       

Commitments to make loans are generally made for periods of 60 days or less. The fixed rate loan commitments have
interest rates ranging from 5.25% to 9.125% and maturities ranging from 5 years to 40 years. The commitments to sell loans have been established with mortgage backed securities of like maturity and coupon to the commitment to make loans and as of
June 30, 2006, have a maturity of less than 90 days.

The Company issues standby letters of credit for commercial customers to third parties to
guarantee the performance of customers to those third parties. If the customer fails to perform, the Company performs in its place and treats the funds advanced as an interest-bearing loan. Therefore, these standby letters of credit represent the
same risk to the Company as a loan would. At June 30, 2006, the Company had $2,259 in standby letters of credit outstanding with an average remaining term of 9 months. At June 30, 2005 the Company had $3,832 in standby letters of credit
outstanding with an average remaining term of 7 months. While no liability has been recorded for the nominal amount of this obligation, the fair value of the obligation has been recorded in the form of unearned fees.

The Company has originated and sold certain loans for which the buyer has limited recourse to the Company in the event the loans do not perform as specified in the
agreements. As of June 30, 2006, these loans have an aggregate principal balance of $254 million, and the maximum contractual loss exposure for the Company is approximately $72 million. An estimated loss allowance of $513 has been established
in recognition of this contingent liability. As of June 30, 2005 the Company had limited recourse on loans with an aggregate principal balance of $254 million, and the maximum contractual loss exposure for the Company was approximately $107 million.
An estimated loss allowance of $1,371 has been established in recognition of this liability.

NOTE 18 - INTEREST RATE SWAPS

On August 9, 2002, the Company redeemed several interest rate swap agreements that had been designated as cash flow hedges of certain Federal Home Loan Bank
advances. The fair value of the interest rate swaps at the time of the redemption was a liability of $12,560 and the cash flow hedge relationship was dedesignated. The loss recorded in accumulated other comprehensive income at the time of the
dedesignation totaled $8,164 net of tax, and will be reclassified into interest expense thru fiscal year 2010, the remaining term of the original hedge periods.



86



---

Notes to Consolidated Financial Statements

NOTE 18 - INTEREST RATE SWAPS (continued)

The amount of the loss on
the termination of interest rate swaps reclassified into interest expense in 2006, 2005 and 2004 was $1,243, $2,332 and $2,577, respectively. Net income for the same years was reduced by $808, $1,515 and $1,675, net of income taxes. The amount of
remaining losses on the termination of interest rate swaps to be recorded in other comprehensive income was $2,419 and $3,226 as of June 30, 2006 and 2005, respectively. The amount of the loss expected to be reclassified into interest expense
in 2007 is $954 or $620 net of income taxes.

NOTE 19 - REGULATORY REQUIREMENTS

CAPITAL

The Bank and Northern are 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 institutions that are both well-capitalized and given favorable
qualitative examination ratings by the OTS. The Bank has not paid any dividends to the holding company during fiscal 2006 and Northern paid a dividend of $15 million to the holding company in June 2006. As of June 30, 2006, the Bank would be
able to pay approximately $12 million and Northern would not be able to pay any additional dividend without the approval of the OTS. Future dividend payments by the Bank beyond the $12 million will be based on future earnings or the approval of the
OTS.

The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If an institution is only 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.

As
described in Note 2 - Acquisition, the Company acquired The Northern Savings & Loan Company in June, 2006 with the intent to merge Northern and the Bank during the first quarter of fiscal 2007. This merger was completed on July 25,
2006.

The table below presents the actual capital levels of Northern as of June 30, 2006 along with the minimum levels established by the regulatory
framework for prompt corrective action to be classified as well capitalized or adequately capitalized. At year end, Northern is considered to be well capitalized.



|                                            |  |        |        |       |                               |   |        |                                                                  |        |  |      |        |  |       |        |  |       |  
|------------------------------------------- |  | ------ | ------ | ----- | ----------------------------- | - | ------ | ---------------------------------------------------------------- | ------ |  | ---- | ------ |  | ----- | ------ |  | ----- | -
|                                            |  | Actual |        |       | For Capital Adequacy Purposes |   |        | To Be Well Capitalized Under Prompt CorrectiveAction Regulations |       
|                                            |  | Amount |        | Ratio |                               |   | Amount |                                                                  | Ratio  |  |      | Amount |  | Ratio |       
|2006                                        |  |        |        |       |                               |   |        |                                                                  |        |  |      |        |  |       |        |  |       |  
|Total capital (to risk weighted assets)     |  | $      | 20,378 |       | 11.65                         | % |        | $                                                                | 13,988 |  | 8.00 | %      |  | $     | 17,485 |  | 10.00 | %
|Tier 1 capital (to risk weighted assets)    |  |        | 19,222 |       | 10.99                         | % |        |                                                                  | 6,994  |  | 4.00 | %      |  |       | 10,491 |  | 6.00  | %
|Tier 1 capital (to adjusted total assets)   |  |        | 19,222 |       | 6.00                          | % |        |                                                                  | 12,808 |  | 4.00 | %      |  |       | 16,010 |  | 5.00  | %
|Tangible capital (to adjusted total assets) |  |        | 19,222 |       | 6.00                          | % |        |                                                                  | 4,803  |  | 1.50 | %      |  |       |        |  |       |  



87



---

Notes to Consolidated Financial Statements

NOTE 19 - REGULATORY REQUIREMENTS  (continued)

The tables
below present the actual capital levels of the Bank as of June 30, 2006 and 2005. At year end, the Bank is considered to be well capitalized.



|                                            |  |        |         |       |                               |   |        |                                                                  |         |  |      |        |  |       |         |  |       |  
|------------------------------------------- |  | ------ | ------- | ----- | ----------------------------- | - | ------ | ---------------------------------------------------------------- | ------- |  | ---- | ------ |  | ----- | ------- |  | ----- | -
|                                            |  | Actual |         |       | For Capital Adequacy Purposes |   |        | To Be Well Capitalized Under Prompt CorrectiveAction Regulations |        
|                                            |  | Amount |         | Ratio |                               |   | Amount |                                                                  | Ratio   |  |      | Amount |  | Ratio |        
|2006                                        |  |        |         |       |                               |   |        |                                                                  |         |  |      |        |  |       |         |  |       |  
|Total capital (to risk weighted assets)     |  | $      | 224,695 |       | 11.12                         | % |        | $                                                                | 161,633 |  | 8.00 | %      |  | $     | 202,041 |  | 10.00 | %
|Tier 1 capital (to risk weighted assets)    |  |        | 204,153 |       | 10.10                         |   |        |                                                                  | 80,817  |  | 4.00 |        |  |       | 121,225 |  | 6.00  |  
|Tier 1 capital (to adjusted total assets)   |  |        | 204,153 |       | 7.62                          |   |        |                                                                  | 107,178 |  | 4.00 |        |  |       | 133,973 |  | 5.00  |  
|Tangible capital (to adjusted total assets) |  |        | 204,153 |       | 7.62                          |   |        |                                                                  | 40,192  |  | 1.50 |        |  |       |         |  |       |  
|                                            |  |        |        
|                                            |  | Actual |         |       | For Capital Adequacy Purposes |   |        | To Be Well Capitalized Under Prompt CorrectiveAction Regulations |        
|                                            |  | Amount |         | Ratio |                               |   | Amount |                                                                  | Ratio   |  |      | Amount |  | Ratio |        
|2005                                        |  |        |         |       |                               |   |        |                                                                  |         |  |      |        |  |       |         |  |       |  
|Total capital (to risk weighted assets)     |  | $      | 190,544 |       | 10.61                         | % |        | $                                                                | 143,662 |  | 8.00 | %      |  | $     | 179,577 |  | 10.00 | %
|Tier 1 capital (to risk weighted assets)    |  |        | 172,886 |       | 9.60                          |   |        |                                                                  | 71,831  |  | 4.00 |        |  |       | 107,746 |  | 6.00  |  
|Tier 1 capital (to adjusted total assets)   |  |        | 172,886 |       | 7.14                          |   |        |                                                                  | 96,797  |  | 4.00 |        |  |       | 120,996 |  | 5.00  |  
|Tangible capital (to adjusted total assets) |  |        | 172,886 |       | 7.14                          |   |        |                                                                  | 36,299  |  | 1.50 |        |  |       |         |  |       |  

The table below presents the actual capitalized levels of the Bank and Northern on a combined basis as of
June 30, 2006. The Bank and Northern were merged effective July 25, 2006. As of June 30, 2006, the combined capital levels of the Bank and Northern would be considered to be well capitalized.



|                                            |  |        |         |       |                               |   |        |                                                                  |         |  |      |        |  |       |         |  |       |  
|------------------------------------------- |  | ------ | ------- | ----- | ----------------------------- | - | ------ | ---------------------------------------------------------------- | ------- |  | ---- | ------ |  | ----- | ------- |  | ----- | -
|                                            |  | Actual |         |       | For Capital Adequacy Purposes |   |        | To Be Well Capitalized Under Prompt CorrectiveAction Regulations |        
|                                            |  | Amount |         | Ratio |                               |   | Amount |                                                                  | Ratio   |  |      | Amount |  | Ratio |        
|2006                                        |  |        |         |       |                               |   |        |                                                                  |         |  |      |        |  |       |         |  |       |  
|Total capital (to risk weighted assets)     |  | $      | 245,073 |       | 11.16                         | % |        | $                                                                | 175,621 |  | 8.00 | %      |  | $     | 219,526 |  | 10.00 | %
|Tier 1 capital (to risk weighted assets)    |  |        | 223,375 |       | 10.18                         |   |        |                                                                  | 87,811  |  | 4.00 |        |  |       | 131,716 |  | 6.00  |  
|Tier 1 capital (to adjusted total assets)   |  |        | 223,375 |       | 7.45                          |   |        |                                                                  | 119,987 |  | 4.00 |        |  |       | 149,983 |  | 5.00  |  
|Tangible capital (to adjusted total assets) |  |        | 223,375 |       | 7.45                          |   |        |                                                                  | 44,995  |  | 1.50 |        |  |       |         |  |       |  

The Bank converted from a mutual to a stock institution in 1998. Subsequently the Bank merged with a company that
had previously converted from a mutual to a stock institution. In connection with these conversions, liquidation accounts were established totaling $113,063. Eligible depositors who have maintained their accounts, less annual reductions to the
extent they have reduced their deposits, would receive a distribution from this account if the Bank liquidated. Dividends may not reduce shareholders equity below the required liquidation account balance.

CASH

The Bank is required to maintain cash on hand or on deposit
with the Federal Reserve Bank to meet reserve requirements under Regulation D of the Federal Reserve System. Cash on hand and in banks includes $2,506 at June 30, 2006, which was required to be on deposit with the Federal Reserve Bank and was
not available for other purposes. This amount does not earn interest.



88



---

Notes to Consolidated Financial Statements

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, 2006 and 2005:



|                                                   |  |                 |            |   |            |   |            |                 |  |   |            |   |  |   |           |  
|-------------------------------------------------- |  | --------------- | ---------- | - | ---------- | - | ---------- | --------------- |  | - | ---------- | - |  | - | --------- | -
|                                                   |  | 2006            |            |   | 2005       |  
|                                                   |  | Carrying Amount |            |   | Fair Value |   |            | Carrying Amount |  |   | Fair Value |  
|Financial Assets:                                  |  |                 |            |   |            |   |            |                 |  |   |            |   |  |   |           |  
|Cash and due from banks                            |  | $               | 72,906     |   |            | $ | 72,906     |                 |  | $ | 52,549     |   |  | $ | 52,549    |  
|Interest-bearing deposits in other banks           |  |                 | 4,605      |   |            |   | 4,605      |                 |  |   |           |   |  |   |          |  
|Securities available for sale                      |  |                 | 302,994    |   |            |   | 302,994    |                 |  |   | 296,314    |   |  |   | 296,314   |  
|Loans held for sale                                |  |                 | 154,799    |   |            |   | 155,071    |                 |  |   | 145,053    |   |  |   | 145,208   |  
|Loans, net                                         |  |                 | 2,328,465  |   |            |   | 2,315,590  |                 |  |   | 1,812,855  |   |  |   | 1,851,666 |  
|Federal Home Loan Bank stock                       |  |                 | 32,616     |   |            |   | 32,616     |                 |  |   | 30,621     |   |  |   | 30,621    |  
|Accrued interest receivable                        |  |                 | 12,162     |   |            |   | 12,162     |                 |  |   | 9,283      |   |  |   | 9,283     |  
|                                                   |  |                 |            |  
|Financial Liabilities:                             |  |                 |            |   |            |   |            |                 |  |   |            |   |  |   |           |  
|Demand and savings deposits                        |  | $               | (1,119,150 | ) |            | $ | (1,119,150 | )               |  | $ | (982,951   | ) |  | $ | (982,951  | )
|Time deposits                                      |  |                 | (941,597   | ) |            |   | (930,141   | )               |  |   | (726,388   | ) |  |   | (724,916  | )
|Repurchase agreements                              |  |                 | (44,013    | ) |            |   | (43,528    | )               |  |   | (36,946    | ) |  |   | (36,705   | )
|Borrowings                                         |  |                 | (603,906   | ) |            |   | (599,197   | )               |  |   | (455,206   | ) |  |   | (459,441  | )
|Junior subordinated deferrable interest debentures |  |                 | (61,857    | ) |            |   | (58,094    | )               |  |   | (30,929    | ) |  |   | (30,919   | )
|Advances by borrowers for taxes and insurance      |  |                 | (3,624     | ) |            |   | (3,624     | )               |  |   | (4,326     | ) |  |   | (4,326    | )
|Accrued interest payable                           |  |                 | (3,373     | ) |            |   | (3,373     | )               |  |   | (2,175     | ) |  |   | (2,175    | )
|Derivatives                                        |  |                 |            |   |            |   |            |                 |  |   |            |   |  |   |           |  
|Commitments to originate loans                     |  |                 | (152       | ) |            |   | (152       | )               |  |   | 566        |   |  |   | 566       |  
|Commitments to sell loans and securities           |  |                 | 462        |   |            |   | 462        |                 |  |   | (502       | ) |  |   | (502      | )

The met hods and assumptions used to estimate fair value are described as follows. Carrying amount is the
estimated fair value for cash and due from banks, interest-bearing deposits in other banks, accrued interest receivable and payable, demand deposits, savings, money market accounts and advances by borrowers for taxes and insurance. Security fair
values, including trust preferred securities, are based on market prices or dealer quotes, and if no such information is available, on the rate and term of the security and information about the issuer. For fixed rate loans or deposits and for
variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair value of loans held for sale and commitments
to purchase/sell/originate loan and mortgage-backed securities is based on market quotes. Fair value of repurchase agreements, borrowings and junior subordinated debentures is based on current rates for similar financing.



89



---

Notes to Consolidated Financial Statements

NOTE 21 - CONDENSED PARENT COMPANY FINANCIAL INFORMATION

Condensed
financial information of First Place Financial Corp.:

CONDENSED BALANCE SHEETS



|                                                                   |  |      |         |      |   |        
|------------------------------------------------------------------ |  | ---- | ------- | ---- | - | -------
|As of June 30,                                                     |  | 2006 |         | 2005
|ASSETS                                                             |  |      |         |      |   |        
|Cash and due from banks                                            |  | $    | 33,159  |      | $ | 9,480  
|Securities available for sale                                      |  |      | 6,894   |      |   | 6,779  
|Notes receivable from banking subsidiaries                         |  |      | 6,076   |      |   | 6,589  
|Investment in banking subsidiaries                                 |  |      | 319,448 |      |   | 236,790
|Investment in other subsidiaries                                   |  |      | 9,923   |      |   | 8,397  
|Other assets                                                       |  |      | 3,426   |      |   | 2,826  
|                                                                   |  |      |         |      |   |        
|Total assets                                                       |  | $    | 378,926 |      | $ | 270,861
|                                                                   |  |      |         |      |   |        
|LIABILITIES AND SHAREHOLDERS EQUITY                               |  |      |         |      |   |        
|Junior subordinated debentures owed to unconsolidated subsidiaries |  | $    | 61,857  |      | $ | 30,929 
|Accrued expenses and other liabilities                             |  |      | 5,495   |      |   | 3,276  
|                                                                   |  |      |         |      |   |        
|Total liabilities                                                  |  |      | 67,352  |      |   | 34,205 
|Shareholders equity                                               |  |      | 311,574 |      |   | 236,656
|                                                                   |  |      |         |      |   |        
|Total liabilities and shareholders equity                         |  | $    | 378,926 |      | $ | 270,861
|                                                                   |  |      |         |      |   |        

CONDENSED STATEMENTS OF INCOME



|                                                         |  |      |        |   |      |   |        |      |  |   |        |  
|-------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|Years ended June 30,                                     |  | 2006 |        |   | 2005 |   |        | 2004 | 
|INCOME                                                   |  |      |        |   |      |   |        |      |  |   |        |  
|Interest income                                          |  | $    | 943    |   |      | $ | 1,153  |      |  | $ | 995    |  
|Dividends from subsidiary banks                          |  |      | 15,000 |   |      |   | 10,000 |      |  |   | 10,000 |  
|Income from unconsolidated affiliates                    |  |      | 106    |   |      |   | 54     |      |  |   | 26     |  
|Net gains on sale of securities                          |  |      |       |   |      |   | 23     |      |  |   |       |  
|                                                         |  |      |        |   |      |   |        |      |  |   |        |  
|Total income                                             |  |      | 16,049 |   |      |   | 11,230 |      |  |   | 11,021 |  
|                                                         |  |      |       
|EXPENSES                                                 |  |      |        |   |      |   |        |      |  |   |        |  
|Interest expense                                         |  |      | 3,587  |   |      |   | 1,891  |      |  |   | 907    |  
|Merger related costs                                     |  |      | 1,347  |   |      |   |       |      |  |   | 2,045  |  
|Other expenses                                           |  |      | 875    |   |      |   | 906    |      |  |   | 479    |  
|                                                         |  |      |        |   |      |   |        |      |  |   |        |  
|Total expense                                            |  |      | 5,809  |   |      |   | 2,797  |      |  |   | 3,431  |  
|                                                         |  |      |        |   |      |   |        |      |  |   |        |  
|Income before income taxes                               |  |      | 10,240 |   |      |   | 8,433  |      |  |   | 7,590  |  
|Income tax (benefit)                                     |  |      | (1,716 | ) |      |   | (625   | )    |  |   | (917   | )
|                                                         |  |      |        |   |      |   |        |      |  |   |        |  
|Income before undistributed net earnings of subsidiaries |  |      | 11,956 |   |      |   | 9,058  |      |  |   | 8,507  |  
|Equity in undistributed net earnings of subsidiaries     |  |      | 11,088 |   |      |   | 9,880  |      |  |   | 5,644  |  
|                                                         |  |      |        |   |      |   |        |      |  |   |        |  
|Net income                                               |  | $    | 23,044 |   |      | $ | 18,938 |      |  | $ | 14,151 |  
|                                                         |  |      |        |   |      |   |        |      |  |   |        |  



90



---

Notes to Consolidated Financial Statements

NOTE 21 - CONDENSED PARENT COMPANY FINANCIAL INFORMATION  (continued)

CONDENSED STATEMENTS OF CASH FLOWS



|                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|--------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|Years ended June 30,                                                              |  | 2006 |         |   | 2005 |   |         | 2004 | 
|Cash flows from operating activities                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Net income                                                                        |  | $    | 23,044  |   |      | $ | 18,938  |      |  | $ | 14,151  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |         |   |      |   |         |      |  |   |         |  
|Equity in undistributed earnings of subsidiaries                                  |  |      | (11,088 | ) |      |   | (9,880  | )    |  |   | (5,644  | )
|Amortization, net of accretion                                                    |  |      | 67      |   |      |   | 70      |      |  |   | 12      |  
|Securities gains                                                                  |  |      |        |   |      |   | (23     | )    |  |   |        |  
|Change in deferred taxes                                                          |  |      | (167    | ) |      |   | 20      |      |  |   | 679     |  
|Change in other assets                                                            |  |      | (904    | ) |      |   | (264    | )    |  |   | (2,541  | )
|Change in interest payable                                                        |  |      | 144     |   |      |   |        |      |  |   |        |  
|Change in other liabilities                                                       |  |      | 2,200   |   |      |   | (501    | )    |  |   | 458     |  
|                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash from operating activities                                                |  |      | 13,296  |   |      |   | 8,360   |      |  |   | 7,115   |  
|                                                                                  |  |      |        
|Cash flows from investing activities                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Proceeds from sales of mortgage-backed securities                                 |  |      |        |   |      |   | 268     |      |  |   |        |  
|Proceeds from maturities of securities                                            |  |      | 527     |   |      |   | 218     |      |  |   | 870     |  
|Purchases of securities                                                           |  |      | (290    | ) |      |   | (23     | )    |  |   | (51     | )
|Net decrease in loans receivable                                                  |  |      |        |   |      |   |        |      |  |   | 5       |  
|Cash paid for Franklin Bancorp, Inc., net of cash acquired                        |  |      |        |   |      |   |        |      |  |   | (40,918 | )
|Cash paid for Northern Savings and Loan Company                                   |  |      | (14,010 | ) |      |   |        |      |  |   |        |  
|Change in loans to Bank                                                           |  |      | 513     |   |      |   | 8,334   |      |  |   | 442     |  
|                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash from investing activities                                                |  |      | (13,260 | ) |      |   | 8,797   |      |  |   | (39,652 | )
|                                                                                  |  |      |        
|Cash flows from financing activities                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Purchase of treasury stock                                                        |  |      |        |   |      |   | (4,284  | )    |  |   | (6,815  | )
|Cash dividends paid                                                               |  |      | (8,165  | ) |      |   | (8,101  | )    |  |   | (6,916  | )
|Net proceeds from issuance of subordinated debt securities                        |  |      | 30,928  |   |      |   |        |      |  |   | 30,608  |  
|Proceeds from stock options exercised                                             |  |      | 1,164   |   |      |   | 1,415   |      |  |   | 1,009   |  
|Dividends on unearned ESOP shares                                                 |  |      | (284    | ) |      |   | (315    | )    |  |   | (335    | )
|                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash from financing activities                                                |  |      | 23,643  |   |      |   | (11,285 | )    |  |   | 17,551  |  
|                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Net change in cash and cash equivalents                                           |  |      | 23,679  |   |      |   | 5,872   |      |  |   | (14,986 | )
|Cash and cash equivalents at beginning of year                                    |  |      | 9,480   |   |      |   | 3,608   |      |  |   | 18,594  |  
|                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of year                                          |  | $    | 33,159  |   |      | $ | 9,480   |      |  | $ | 3,608   |  
|                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Supplemental noncash disclosures:                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Stock portion of acquisition price of Franklin Bancorp, Inc.                      |  |      |        |   |      |   |        |      |  |   | 40,765  |  
|Stock portion of acquisition price of Northern Savings and Loan Company           |  |      | 58,090  |   |      |   |        |      |  |   |        |  



91



---

Notes to Consolidated Financial Statements

NOTE 22 - EARNINGS PER SHARE

The factors used in the earnings per
share computation follow.



|                                                       |  |      |            |   |      |   |            |      |  |   |            |  
|------------------------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                       |  | 2006 |            |   | 2005 |   |            | 2004 | 
|Basic                                                  |  |      |            |   |      |   |            |      |  |   |            |  
|Net income                                             |  | $    | 23,044     |   |      | $ | 18,938     |      |  | $ | 14,151     |  
|                                                       |  |      |            |   |      |   |            |      |  |   |            |  
|Average shares outstanding                             |  |      | 15,126,531 |   |      |   | 15,011,401 |      |  |   | 13,453,861 |  
|Average unearned ESOP shares                           |  |      | (477,269   | ) |      |   | (536,621   | )    |  |   | (595,952   | )
|Average unearned RRP shares                            |  |      | (84,353    | ) |      |   | (87,601    | )    |  |   | (120,325   | )
|                                                       |  |      |            |   |      |   |            |      |  |   |            |  
|Weighted average common shares outstanding - basic     |  |      | 14,564,909 |   |      |   | 14,387,179 |      |  |   | 12,737,584 |  
|                                                       |  |      |            |   |      |   |            |      |  |   |            |  
|Basic earnings per share                               |  | $    | 1.58       |   |      | $ | 1.32       |      |  | $ | 1.11       |  
|                                                       |  |      |            |   |      |   |            |      |  |   |            |  
|Diluted                                                |  |      |            |   |      |   |            |      |  |   |            |  
|Net income                                             |  | $    | 23,044     |   |      | $ | 18,938     |      |  | $ | 14,151     |  
|                                                       |  |      |            |   |      |   |            |      |  |   |            |  
|Weighted average common shares outstanding - basic     |  |      | 14,564,909 |   |      |   | 14,387,179 |      |  |   | 12,737,584 |  
|Dilutive effects of assumed exercises of stock options |  |      | 256,065    |   |      |   | 235,504    |      |  |   | 229,793    |  
|Dilutive effects of unearned RRP shares                |  |      | 392        |   |      |   | 336        |      |  |   | 5,032      |  
|                                                       |  |      |            |   |      |   |            |      |  |   |            |  
|Weighted average common shares outstanding - diluted   |  |      | 14,821,366 |   |      |   | 14,623,019 |      |  |   | 12,972,409 |  
|                                                       |  |      |            |   |      |   |            |      |  |   |            |  
|Diluted earnings per share                             |  | $    | 1.55       |   |      | $ | 1.30       |      |  | $ | 1.09       |  
|                                                       |  |      |            |   |      |   |            |      |  |   |            |  

Stock options in the amount of 48,689 shares of stock were not considered in computing diluted earnings per share
for 2004 because they were antidilutive.

NOTE 23 - TOTAL COMPREHENSIVE INCOME

Total comprehensive income components, net of taxes at June 30 are as follows:



|                                                                                 |  |      |        |   |      |   |        |      |  |   |        |  
|-------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                                                 |  | 2006 |        |   | 2005 |   |        | 2004 | 
|Net income                                                                       |  | $    | 23,044 |   |      | $ | 18,938 |      |  | $ | 14,151 |  
|Other comprehensive income (loss)                                                |  |      |        |   |      |   |        |      |  |   |        |  
|Changes in unrealized gains (losses) on available for sale securities            |  |      | (4,591 | ) |      |   | (1,363 | )    |  |   | (7,774 | )
|                                                                                 |  |      |       
|Less reclassification adjustments for (gains) losses later recognized in income: |  |      |        |   |      |   |        |      |  |   |        |  
|Realized losses (gains) on sale of available for sale securities                 |  |      | 943    |   |      |   | (91    | )    |  |   | (480   | )
|Recognition of other-than-temporary impairment                                   |  |      |       |   |      |   | 5,246  |      |  |   |       |  
|Realized losses on termination of interest rate swaps                            |  |      | 1,243  |   |      |   | 2,332  |      |  |   | 2,577  |  
|                                                                                 |  |      |        |   |      |   |        |      |  |   |        |  
|                                                                                 |  |      | (2,405 | ) |      |   | 6,124  |      |  |   | (5,677 | )
|Tax effect                                                                       |  |      | 863    |   |      |   | (2,144 | )    |  |   | 1,987  |  
|Total other comprehensive income (loss)                                          |  |      | (1,542 | ) |      |   | 3,980  |      |  |   | (3,690 | )
|                                                                                 |  |      |        |   |      |   |        |      |  |   |        |  
|Total comprehensive income                                                       |  | $    | 21,502 |   |      | $ | 22,918 |      |  | $ | 10,461 |  
|                                                                                 |  |      |        |   |      |   |        |      |  |   |        |  



92



---

Notes to Consolidated Financial Statements

NOTE 24 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)



|                                                    |  |              |        |             |   |        |          |  |         |        |  |   |        |    
|--------------------------------------------------- |  | ------------ | ------ | ----------- | - | ------ | -------- |  | ------- | ------ |  | - | ------ | ---
|                                                    |  | September 30 |        | December 31 |   |        | March 31 |  | June 30 |       
|2006                                                |  |              |        |             |   |        |          |  |         |        |  |   |        |    
|Total interest income                               |  | $            | 34,791 |             | $ | 36,530 |          |  | $       | 37,547 |  | $ | 40,185 |    
|Total interest expense                              |  |              | 15,360 |             |   | 16,878 |          |  |         | 18,467 |  |   | 19,934 |    
|                                                    |  |              |        |             |   |        |          |  |         |        |  |   |        |    
|Net interest income                                 |  |              | 19,431 |             |   | 19,652 |          |  |         | 19,080 |  |   | 20,251 |    
|Provision for loan losses                           |  |              | 1,355  |             |   | 1,190  |          |  |         | 1,013  |  |   | 2,317  | (1)
|                                                    |  |              |        |             |   |        |          |  |         |        |  |   |        |    
|Net interest income after provision for loan losses |  |              | 18,076 |             |   | 18,462 |          |  |         | 18,067 |  |   | 17,934 |    
|Total noninterest income                            |  |              | 6,902  |             |   | 6,807  |          |  |         | 7,904  |  |   | 7,372  |    
|Total noninterest expense                           |  |              | 16,066 |             |   | 16,535 |          |  |         | 16,749 |  |   | 18,800 | (2)
|                                                    |  |              |        |             |   |        |          |  |         |        |  |   |        |    
|Income before income taxes                          |  |              | 8,912  |             |   | 8,734  |          |  |         | 9,222  |  |   | 6,506  |    
|Provision for income taxes                          |  |              | 2,745  |             |   | 2,688  |          |  |         | 2,896  |  |   | 2,001  |    
|                                                    |  |              |        |             |   |        |          |  |         |        |  |   |        |    
|Net income                                          |  | $            | 6,167  |             | $ | 6,046  |          |  | $       | 6,326  |  | $ | 4,505  |    
|                                                    |  |              |        |             |   |        |          |  |         |        |  |   |        |    
|Basic earnings per share                            |  | $            | 0.43   |             | $ | 0.42   |          |  | $       | 0.43   |  | $ | 0.31   |    
|Diluted earnings per share                          |  | $            | 0.42   |             | $ | 0.41   |          |  | $       | 0.43   |  | $ | 0.30   |    
|                                                    |  |              |        |            
|2005                                                |  |              |        |             |   |        |          |  |         |        |  |   |        |    
|Total interest income                               |  | $            | 27,831 |             | $ | 29,305 |          |  | $       | 31,233 |  | $ | 33,133 |    
|Total interest expense                              |  |              | 11,067 |             |   | 11,796 |          |  |         | 12,633 |  |   | 13,994 |    
|                                                    |  |              |        |             |   |        |          |  |         |        |  |   |        |    
|Net interest income                                 |  |              | 16,764 |             |   | 17,509 |          |  |         | 18,600 |  |   | 19,139 |    
|Provision for loan losses                           |  |              | 307    |             |   | 1,371  |          |  |         | 906    |  |   | 925    |    
|                                                    |  |              |        |             |   |        |          |  |         |        |  |   |        |    
|Net interest income after provision for loan losses |  |              | 16,457 |             |   | 16,138 |          |  |         | 17,694 |  |   | 18,214 |    
|Total noninterest income                            |  |              | 5,312  |             |   | 1,095  | (3)      |  |         | 7,400  |  |   | 6,072  |    
|Total noninterest expense                           |  |              | 14,843 |             |   | 14,919 |          |  |         | 15,749 |  |   | 16,035 |    
|                                                    |  |              |        |             |   |        |          |  |         |        |  |   |        |    
|Income before income taxes                          |  |              | 6,926  |             |   | 2,314  |          |  |         | 9,345  |  |   | 8,251  |    
|Provision for income taxes                          |  |              | 2,169  |             |   | 678    |          |  |         | 2,755  |  |   | 2,296  |    
|                                                    |  |              |        |             |   |        |          |  |         |        |  |   |        |    
|Net income                                          |  | $            | 4,757  |             | $ | 1,636  |          |  | $       | 6,590  |  | $ | 5,955  |    
|                                                    |  |              |        |             |   |        |          |  |         |        |  |   |        |    
|Basic earnings per share                            |  | $            | 0.33   |             | $ | 0.11   |          |  | $       | 0.46   |  | $ | 0.41   |    
|Diluted earnings per share                          |  | $            | 0.33   |             | $ | 0.11   |          |  | $       | 0.45   |  | $ | 0.41   |    

---

|(1) | Includes $631 provision for loan losses to reflect a change in the approach to managing credit issues at Northern after the acquisition and to conform Northerns practices to
those that the Bank uses.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes $2,173 of merger expenses related to the Northern acquisition completed June 27, 2006.
|--- | -----------------------------------------------------------------------------------------------

|(3) | Includes charge of $5,246 for other-than-temporary impairment of securities.
|--- | ----------------------------------------------------------------------------



93



---

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Companys
management, including the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based on that evaluation, the Companys
Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective to ensure that the financial and nonfinancial information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act, including this form 10-K for the period ended June 30, 2006, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions
rules and forms.



94



---

Managements Report on Internal Control Over Financial Reporting

August 25, 2006

The management of First Place Financial Corp. is
responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934, as amended. The Companys internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Companys internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our assessment and those criteria, management concluded that the Company maintained
effective internal control over financial reporting as of June 30, 2006.

Management assessed the effectiveness of the Companys internal control
over financial reporting as of June 30, 2006. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. This
assessment excluded internal control over financial reporting for The Northern Savings & Loan Company of Elyria, Ohio as allowed by the SEC for current year acquisitions. The Northern Savings & Loan Company was acquired on
June 27, 2006 and represented 11.5% of assets at June 30, 2006 and 1.5% of net income for fiscal year ending June 30, 2006.

The
Companys independent registered public accounting firm has issued their report on managements assessment of the Companys internal control over financial reporting. That report follows under the heading, Report of Independent
Registered Public Accounting Firm on Internal Control Over Financial Reporting.



|                                      |  |                                                               
|------------------------------------- |  | --------------------------------------------------------------
|LOGO                                  |  | LOGO                                                          
|Steven R. Lewis                       |  | Paul S. Musgrove                                              
|President and Chief Executive Officer |  | Corporate Executive Vice President and Chief
Financial Officer



95



---

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

LOGO

We have audited managements assessment, included in the accompanying Managements Report on Internal Control Over
Financial Reporting, that First Place Financial Corp. maintained effective internal control over financial reporting as of June 30, 2006, based on criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). First Place Financial Corp.s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the Companys internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material
effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

As permitted, the Company excluded the bank acquired in June 2006 (The Northern Savings & Loan Company of Elyria, Ohio) from the scope of
Managements Report on Internal Control Over Financial Reporting. As such, this entity has also been excluded from the scope of our audit of internal control over financial reporting.

In our opinion, managements assessment that First Place Financial Corp. maintained effective internal control over financial reporting as of June 30, 2006, is
fairly stated, in all material respects, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Also in our opinion, First Place Financial Corp. maintained, in all material respects, effective internal control over financial reporting as of June 30, 2006,
based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of June 30, 2006 and 2005, and the related consolidated
statements of income, shareholders equity, and cash flows for each of the three years in the period ended June 30, 2006 of First Place Financial Corp. and our report dated August 25, 2006, expressed an unqualified opinion on the
consolidated financial statements.

LOGO

Crowe Chizek and Company LLC

Cleveland, Ohio

August 25, 2006

Changes in Internal Control over Financial Reporting

There have not
been any changes in the Companys internal control over financial reporting that occurred during the Companys most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys
internal control over financial reporting.



96



---

Item 9B. Other Information

None

PART III

Item 10. Directors and Executive Officers of the Registrant

Directors and Executive Officers of the Company and First Place Bank

Information concerning Directors and Executive Officers who are not Directors of the Company and First Place Bank is incorporated herein by reference
from the proxy statement for the 2006 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Companys fiscal year.

Section 16(a) Beneficial Ownership Reporting Compliance

Information
concerning Section 16(a) beneficial ownership reporting compliance is incorporated herein by reference from the proxy statement for the 2006 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later
than 120 days after the end of the Companys fiscal year.

Code of Ethics

The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial and accounting officer, controller, or persons performing similar functions. A copy of the Code of Ethics,
as amended, is filed as Exhibit 14 to this Annual Report on Form 10-K.

Item 11. Executive Compensation

Information concerning executive compensation is incorporated herein by reference from the proxy statement for the 2006 Annual Meeting of Shareholders, which will be
filed with the Securities and Exchange Commission not later than 120 days after the end of the Companys fiscal year.

Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information concerning security ownership of certain beneficial
owners and management is incorporated herein by reference from the proxy statement for the 2006 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the
Companys fiscal year.

Equity Compensation Plan Information

The following table sets forth information regarding the securities authorized for issuance under equity compensation plans as of June 30, 2006.



|                                                       |  |                                                                                           |  |                                                                             |       |                                                                                              |          
|------------------------------------------------------ |  | ----------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ----- | -------------------------------------------------------------------------------------------- | ---------
|Plan Category                                          |  | Number of Securities to be Issued Upon Exercise of OutstandingOptions, Warrants andRights |  | Weighted- Average Exercise Price of Outstanding Options, Warrants andRights |       | Number of Securities Remaining Available for Future
Issuance under Equity Compensation Plans
|Equity compensation plans approved by shareholders     |  | 764,084                                                                                   |  | $                                                                           | 13.47 |                                                                                              | 1,083,241
|Equity compensation plans not approved by shareholders |  |                                                                                          |  |                                                                             |      |                                                                                              |         
|                                                       |  |                                                                                           |  |                                                                             |       |                                                                                              |          
|Total                                                  |  | 764,084                                                                                   |  | $                                                                           | 13.47 |                                                                                              | 1,083,241
|                                                       |  |                                                                                           |  |                                                                             |       |                                                                                              |          



97



---

Item 13. Certain Relationships and Related Transactions

Information concerning certain relationships and related transactions is incorporated herein by reference from the proxy statement for the 2006 Annual Meeting of
Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Companys fiscal year end.

Item 14. Principal Accounting Fees and Services

Information concerning principal accounting fees and services is incorporated herein
by reference from the proxy statement for the 2006 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Companys fiscal year end.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) (1) Financial Statements

The following
information is filed in the Items of this Form 10-K indicated below.



|                                                                                                        |  |        
|------------------------------------------------------------------------------------------------------- |  | -------
|Document                                                                                                |  | Item   
|Selected Financial Data                                                                                 |  | Item 6 
|Managements Discussion and Analysis of Financial Condition and Results of Operations                   |  | Item 7 
|Managements Report on Internal Control over Financial Reporting                                        |  | Item 9A
|Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting    |  | Item 9A
|Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements            |  | Item 8 
|Consolidated Statements of Financial Condition as of June 30, 2006 and 2005                             |  | Item 8 
|Consolidated Statements of Income for Years Ended June 30, 2006, 2005 and 2004                          |  | Item 8 
|Consolidated Statements of Changes in Shareholders Equity for Years Ended June 30, 2006, 2005 and 2004 |  | Item 8 
|Consolidated Statements of Cash Flows for Years Ended June 30, 2006, 2005 and 2004                      |  | Item 8 
|Notes to Consolidated Financial Statements                                                              |  | Item 8 

(a) (2) Financial Statement Schedules

All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Consolidated Financial Statements or notes thereto.



98



---

(a) (3) Exhibits

The following exhibits are filed as part of this Form 10-K, and this list includes the Exhibit Index:



|                              |  |                                                                                                                                                                                          |  |                                                            
|----------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------
|Regulation S-K Exhibit Number |  | Document                                                                                                                                                                                 |  | Reference to Prior Filing or Exhibit Number Attached
Herein
|2                             |  | Agreement and Plan of Merger, dated as of January 27, 2006, by and among First Place Financial Corp., First Place Bank, First Place Interim Bank and The Northern Savings & Loan
Company |  | (i)                                                        
|                              |  |                                                                                                                                                                                         
|3.1                           |  | First Place Financial Corp. Certificate of Incorporation                                                                                                                                 |  | (ii)                                                       
|                              |  |                                                                                                                                                                                         
|3.2                           |  | First Place Financial Corp. Bylaws                                                                                                                                                       |  | 3.2                                                        
|                              |  |                                                                                                                                                                                         
|4                             |  | Specimen First Place Financial Corp. common stock certificate                                                                                                                            |  | (ii)                                                       
|                              |  |                                                                                                                                                                                         
|10.1                          |  | Employment Contract between First Place Bank and Steven R. Lewis, President and Chief Executive Officer effective July 1, 2003                                                           |  | (iv)                                                       
|                              |  |                                                                                                                                                                                         
|10.2                          |  | Employment Contract between First Place Financial Corp. and Steven R. Lewis, President and Chief Executive Officer effective July 1, 2003                                                |  | (iv)                                                       
|                              |  |                                                                                                                                                                                         
|10.3                          |  | Employment Contract between First Place Bank and Paul S. Musgrove, Corporate Executive Vice President, Chief Financial Officer and Treasurer                                             |  | (v)                                                        
|                              |  |                                                                                                                                                                                         
|10.4                          |  | Employment Contract between First Place Bank and Neal Hubbard, Senior Vice President  Bank Operations                                                                                   |  | (vii)                                                      
|                              |  |                                                                                                                                                                                         
|10.5                          |  | Form of change in control and severance agreement                                                                                                                                        |  | 10.5                                                       
|                              |  |                                                                                                                                                                                         
|10.6                          |  | First Place Financial Corp. 1999 Incentive Plan                                                                                                                                          |  | (iii)                                                      
|                              |  |                                                                                                                                                                                         
|10.7                          |  | First Place Financial Corp. 2004 Incentive Plan                                                                                                                                          |  | (vi)                                                       
|                              |  |                                                                                                                                                                                         
|14                            |  | Code of Ethics                                                                                                                                                                           |  | 14                                                         
|                              |  |                                                                                                                                                                                         
|21                            |  | Subsidiaries of Registrant                                                                                                                                                               |  | 21                                                         
|                              |  |                                                                                                                                                                                         
|23                            |  | Consent of Crowe Chizek and Company LLC                                                                                                                                                  |  | 23                                                         
|                              |  |                                                                                                                                                                                         
|31.1                          |  | Rule 13a14(a) Certification of Chief Executive Officer                                                                                                                                  |  | 31.1                                                       
|                              |  |                                                                                                                                                                                         
|31.2                          |  | Rule 13a14(a) Certification of Chief Financial Officer                                                                                                                                  |  | 31.2                                                       
|                              |  |                                                                                                                                                                                         
|32.1                          |  | Section 1350 Certification of Chief Executive Officer                                                                                                                                    |  | 32.1                                                       
|                              |  |                                                                                                                                                                                         
|32.2                          |  | Section 1350 Certification of Chief Financial Officer                                                                                                                                    |  | 32.2                                                       

---

|(i) | Filed as an exhibit to the Companys Current Report on Form 8-K dated January 30, 2006 and as amended and included as Annex I in the Companys Form S-4/A dated
April 26, 2006 and incorporated by reference herein.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | Filed as exhibits to the Companys Form S-1 registration statement filed on September 9, 1998 (File No. 333-63099) pursuant to the Securities Act of 1933, as amended.
All of such previously filed documents are hereby incorporated by reference in accordance with Item 601 of Regulation S-K.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | Filed as Appendix A to the Definitive Proxy Statement filed May 19, 1999 and incorporated by reference herein.
|----- | --------------------------------------------------------------------------------------------------------------

|(iv) | Filed as an exhibit to the Companys Annual Report on Form 10-K dated September 10, 2004 and incorporated by reference herein.
|---- | ------------------------------------------------------------------------------------------------------------------------------

|(v) | Filed as an exhibit to Form 8-K dated September 7, 2005 and incorporated by reference herein.
|--- | ---------------------------------------------------------------------------------------------

|(vi) | Filed as Appendix A to the Definitive Proxy Statement filed September 27, 2004 and incorporated by reference herein.
|---- | --------------------------------------------------------------------------------------------------------------------

|(vii) | Filed as an exhibit to Form 8-K dated June 28, 2006 and incorporated by reference herein.
|----- | -----------------------------------------------------------------------------------------



99



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SIGNATURES

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



First Place Financial Corp.By:

/s/ Steven R. LewisSteven R. LewisPresident, Chief Executive Officer andDirectorDate: September 8, 2006


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



|                                               
|-----------------------------------------------
|/s/ Steven R. Lewis                            
|Steven R. Lewis                                
|President, Chief Executive Officer and Director
|Date: September 8, 2006                        
|                                               
|/s/ Paul S. Musgrove                           
|Paul S. Musgrove                               
|Chief Financial Officer                        
|Date: September 8, 2006                        
|                                               
|/s/ A Gary Bitonte                             
|A. Gary Bitonte                                
|Director                                       
|Date: September 8, 2006                        
|                                               
|/s/ Donald Cagigas                             
|Donald Cagigas                                 
|Director                                       
|Date: September 8, 2006                        
|                                               
|/s/ Marie Izzo Cartwright                      
|Marie Izzo Cartwright                          
|Director                                       
|Date: September 8, 2006                        
|                                               
|/s/ Robert P. Grace                            
|Robert P. Grace                                
|Director                                       
|Date: September 8, 2006                        
|                                               
|/s/ Thomas M. Humphries                        
|Thomas M. Humphries                            
|Director                                       
|Date: September 8, 2006                        
|                                               
|/s/ Earl T. Kissell                            
|Earl T. Kissell                                
|Director                                       
|Date: September 8, 2006                        



100



---

|                         
|-------------------------
|/s/ Jeffrey B. Ohlemacher
|Director                 
|Date: September 8, 2006  
|                         
|/s/ E. Jeffrey Rossi     
|E. Jeffrey Rossi         
|Director                 
|Date: September 8, 2006  
|                         
|/s/ Samuel A. Roth       
|Samuel A. Roth           
|Chairman of the Board    
|Date: September 8, 2006  
|                         
|/s/ William A. Russell   
|William A. Russell       
|Director                 
|Date: September 8, 2006  
|                         
|/s/ Ronald P. Volpe      
|Ronald P. Volpe          
|Director                 
|Date: September 8, 2006  
|                         
|/s/ Robert L. Wagmiller  
|Robert L. Wagmiller      
|Director                 
|Date: September 8, 2006  



101