<PAGE>
                            TRI-STATE 1ST BANK, INC.
                                 P. O. Box 796
                          East Liverpool, Ohio, 43920

                   Notice of Annual Meeting of Shareholders
                 to be held April 14, 1999 at the offices of 
 1st National Community Bank, 16924 St. Clair Avenue, East Liverpool, Ohio

Dear Tri-State 1st Bank, Inc. Shareholder:

      You are cordially invited to attend the 1999 Annual Meeting of the
Shareholders of Tri-State 1st Bank, Inc., an Ohio corporation ("1st Bank"), on
Wednesday, April 14, 1999.  The meeting will be held at the new executive
offices of 1st National Community Bank at 16924 St. Clair Avenue, East
Liverpool, Ohio, at 7:00 P.M.  1st National Community Bank ("1st National") is
a wholly- owned subsidiary of 1st Bank.   Whether or not you will attend the
Annual Meeting of the Shareholders, I urge you to immediately sign and return
the enclosed Proxy in the envelope provided casting your vote on these
important issues.

You are being asked to consider and vote on the following proposals:

     1.   To set the number of Class 3 Directors to be elected at three (3)
members of the Board of Directors and to elect three (3) Class 3 Directors
each for a term of three (3) years to serve until the year 2002 A.D., or until
the next meeting of Shareholders called for the purpose of electing Class 3
Directors.  All three (3) of the current Class 3 Directors have been nominated
for reelection.

     2.  To ratify the appointment of S. R. Snodgrass, A.C., as the
independent certified public accountants for 1st Bank in 1999.

     3.  To transact such other business as may properly come before the
meeting or any adjournment thereof.

       The close of business on March 10, 1999, has been fixed as the record
date for the determination of Shareholders entitled to notice of and to vote
at the Annual Meeting or any adjournment thereof.

       By Order of the Board of Directors
       St. Clair Township, Ohio
       March 14, 1999
       Keith R. Clutter
       Secretary  
                            YOUR VOTE IS IMPORTANT

Please complete, sign, date and return the enclosed proxy so that your shares
will be represented at the meeting.  If you choose to attend the meeting, you
may revoke your proxy and personally cast your votes.
<PAGE>
                             TRI-STATE 1ST BANK, INC.
                                  P. O. BOX 796
                           EAST LIVERPOOL, OHIO, 43920

                              1999 Annual meeting
                                PROXY STATEMENT

Proxies, Solicitation and Voting

This Proxy Statement is furnished to the shareholders ("Shareholders") of
Tri-State 1st Bank, Inc. ("1st Bank") in connection with the solicitation by
the 1st Bank management, by order of the Board of Directors, of proxies
("Proxies") for use at the Annual Meeting of Shareholders to be held on April
14, 1999, and at any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders.

The enclosed Proxy Card is for use at the Annual Meeting if a Shareholder is
unable to attend the Annual Meeting in person or wishes to have his shares of
common stock, no par value, of 1st Bank (the "Common Stock") voted by Proxy
even if he attends the Annual Meeting.  The Proxy may be revoked by the person
giving it at any time before it is exercised, by notice to the Secretary of
1st Bank, by executing and delivering a Proxy having a later date, or by such
persons appearing at the Annual Meeting and electing to vote in person.  All
shares of Common Stock of 1st Bank represented by valid Proxies received
pursuant to this solicitation, and not revoked before they are exercised, will
be voted at the Annual Meeting.  The execution of a Proxy will in no way
affect a Shareholder's right to attend the Annual Meeting and vote in person.

The election of Class 3 Directors and the appointment of S. R. Snodgrass A.C.
as the Company's auditors, both require the affirmative vote of a majority of
votes cast, at a meeting at which the holders of a majority of the outstanding
Common Stock are present in person or by proxy.  Abstentions and broker
non-votes will be included in determining the number of shares present at the
Annual Meeting of Shareholders but will not be included in determining the
number of votes cast and as a result will not be considered in determining the
outcome of the vote.

Holders of Common Stock of record at the close of business on March 10, 1999,
(the "Record Date") will be entitled to vote at the Annual Meeting and at any
adjournment thereof.  At the close of business on the Record Date, 1st Bank
had issued and outstanding 451,869 shares of Common Stock.  In the election of
Class 3 Directors, and in deciding all other questions presented at the Annual
Meeting of Shareholders, each Share- holder will be entitled to one vote for
each share of Common Stock held by him.

The cost of soliciting Proxies will be borne by 1st Bank.  In addition to the
use of the mails, Proxies may be solicited by personal contact or telephone. 
If applicable, banks, brokers, nominees and fiduciaries will be required to
forward the soliciting material to the 

                                      - 2 -

<PAGE>
principals and obtain authorization for the execution of Proxies.  1st Bank
will, upon request, reimburse  banks, brokers and other institutions, nominees
and fiduciaries for their expenses in forwarding Proxy material to the
principals.

                    ELECTION OF DIRECTORS [Proposal No. 1]

The persons named in the accompanying Proxy will vote for the election of the
nominees named below as Class 3 Directors, unless otherwise directed by the
Shareholders giving Proxies.  All nominees are now Class 3 Directors and all
have consented to be named and to serve if elected.  The Bylaws of 1st Bank
provide that the number of Directors to be elected at the Annual Meeting of
the Shareholders will be determined by resolution of the Board of Directors or
the Shareholders.  The number of Directors has been fixed at nine, divided
into three equal Classes of three: Class 1, Class 2 and Class 3.  The current
term of the Class 3 Directors expires at the Annual Meeting and three Class 3
Directors are to be elected at the Annual Meeting, each for a three year term.

Provided a quorum is present, Class 3 Directors will be elected by the
affirmative vote of not less than a majority of all shares present in person
or represented by Proxy at the Annual Meeting.  At each meeting of
Shareholders for the election of Directors at which a quorum is present, the
persons receiving the greatest number of votes shall be deemed elected
Directors.  Any Shareholder may cumulate his votes at an election of Directors
upon fulfillment of the conditions prescribed in Section 1701.55 of the Ohio
Revised Code, or any similar statute which may hereafter be enacted.  Such
Section generally requires that a Shareholder desiring to cumulate voting give
advance notice in writing at least 48 hours before the Annual Meeting of his
or her desire that the voting at the Annual Meeting be cumulative and that
announcement of the giving of such notice be at the commencement of the Annual
Meeting.  Upon fulfillment of these notice requirements, each Shareholder has
the right to cumulate the voting power he or she possesses and to give one
candidate as many votes as the number of Directors to be elected multiplied by
the number his or her votes equals, or to distribute his or her votes on the
same principle among two or more candidates as he or she sees fit.

The Proxy solicited hereby cannot be voted for the election of a person to
fill a directorship for which no nomination has been duly made.

Nominations for election to the Board of Directors may be made by any
Shareholder entitled to vote for the election of Directors.  Any such
nomination shall contain the following information:  (i) the name and address
of the proposed nominee; (ii) the principal occupation of the nominee; (iii)
the total number of shares of Common Stock that to the knowledge of the
nominating Shareholder will be voted for the proposed nominee; (iv) the name
and residential address of each nominating Shareholder; (v) the number of
shares of Common Stock owned by the nominating Shareholder; (vi) the total
number of shares of Common Stock that to the knowledge of the nominating
Shareholder 
                                    - 3 -
<PAGE>
are owned by the proposed nominee; (vii) the signed consent of the proposed
nominee to serve on the Board, if elected.  Such nomination shall be delivered
to the Secretary of the 1st Bank not later than the opening of business at the
Annual Meeting.
 
Nominations not made in accordance herewith may be disregarded by the
chairperson of the meeting, and upon the chairperson's instructions the vote
tellers may disregard all votes cast for each such nominee. If, at the time of
the Annual Meeting of Shareholders, any of the nominees named in the Proxy
Statement should be unable or decline to serve as a Class 3 Director, the
Proxies are authorized to be voted for such substitute nominee or nominees as
the Board of Directors recommends.  The Board of Directors has no reason to
believe that any nominee will be unable or decline to serve as a Class 3
Director.

Set forth below are the names of the nominees for election to the Board of
Directors as Class 3 Directors and certain information furnished by such
nominees to 1st Bank concerning themselves.  The persons named below will be
nominated for election to serve until the 2002 A.D. Annual Meeting of the
Shareholders.  It is the intention of the persons named in the Proxy to vote
"For" the resolution establishing the number of Class 3 Directors at three (3)
persons and to vote "For" the election of these three (3) nominees.

RECOMMENDATION

The Board of Directors recommends that the Shareholders vote "For" the
proposal.  Proxies solicited by the Board of Directors will be voted in favor
of this proposal unless a contrary vote or abstention is specified.

<TABLE>
<CAPTION>
                      Nominees for the Class 3 Directors

<S>                <C>         <C>                       <C>          <C>                              <C>
Name                Age         Position and Offices      Director    Present and Principal
                                Held at 1st Bank and       Since       Occupation for last
                                    Subsidiaries                            five years

Charles B. Lang     59         Director; President of       1987      President of 1st Bank;
                               1st Bank; Chairman and                 Chairman & CEO of
                               CEO of 1st National                    1st National (banking)

R. Lynn Leggett     51         Director -1st Bank; 1st      1996      Funeral Director, Eells-
                               National                               Leggett Funeral Home
                                                                      (funeral services)

John C. Thompson    72         Director - 1st Bank; 1st     1987      Chairman of The
                               National                               Hall China Company 
                                                                      (pottery manufacturing)
</TABLE>
                                      - 4 -
<PAGE>

       IDENTIFICATION OF OTHER DIRECTORS AND EXECUTIVE OFFICERS

The following persons are (i) current Directors of 1st Bank who are serving as
either Class 1 Directors, whose terms expire in 2000, or Class 2 Directors,
whose terms expire in 2001, and/or (ii) executive officers of 1st National.

<TABLE>
<CAPTION>
<S>                      <C>         <C>                        <C>           <C>                  
Name                      Age         Position and Offices       Director     Present and Principal
----                      ---           Held at 1st Bank           Since     Occupation for last five
                                        and Subsidiaries           -----             years
                                        ----------------                             -----
CLASS 1 DIRECTORS

William E. Blair, Jr.     63           Director - 1st Bank; 1st     1991       President of Bill Blair
                                       National                                Inc. (oil and gas
                                                                               exploration)

Stephen W. Cooper         55           Director - 1st Bank; 1st     1989       President of Cooper
                                       National                                Insurance Agency
                                                                               (general insurance)

Marvin H. Feldman         53           Director - 1st Bank; 1st     1987       Partner in The
                                       National                                Feldman Agency
                                                                               (life insurance)

CLASS 2 DIRECTORS

Keith R. Clutter          55           Director; Secretary of       1987       Secretary of 1st Bank;   
                                       1st Bank; President of                  President 1st National
                                       1st National                            (banking)

G. Allen Dickey           68           Director - 1st Bank; 1st     1987       Chairman of D. W. 
                                       National                                Dickey & Son, Inc.
                                                                               (construction materials)
                                                      
John P. Scotford, Sr.     70           Director - 1st Bank; 1st     1987       Chairman, McBarscot
                                       National                                Company
                                                                               (automobile dealer)

</TABLE>
                                     - 5 -
<PAGE>
<TABLE>
<CAPTION>
OTHER EXECTIIVE OFFICERS        

<S>                       <C>         <C>                           <C>               
Name                      Age         Position and Offices          Present and Principal
----                      ---           Held at 1st Bank           Occupation for last five
                                        and Subsidiaries                    years
                                        ----------------                    -----

Kevin Anglemyer            34        Chief Financial Officer       Chief Financial Officer     
                                     CPA                           since 1998; over 7 years
                                                                   of banking experience

Roger D. Sanford           50        Vice President - 1st          Vice President and 
                                     National                      Branch Manager of 1st
                                                                   National since 1992;
                                                                   Assistant Vice President
                                                                   of 1st National from 1990
                                                                   to 1992; over 27 years of
                                                                   banking experience

R. Keith Broadbent         55        Vice President - 1st          Vice President of 1st
                                     National                      National since April 1996;
                                                                   Loan Officer of 1st          
                                                                   National since October  
                                                                   1995; over 30 years of  
                                                                   banking experience

Steven A. Mabbot           42        Vice President -              Vice President and
                                     1st National                  and Loan Department        
                                                                   Manager of 1st Bank; 
                                                                   since 1994; over 11 years 
                                                                   of banking experience

Vickie L. Owens            37        Assistant Vice President -    Assistant Vice President 
                                     1st National                  and Supervisor of Data  
                                                                   Processing;  since 1991;  
                                                                   over 20 years of banking
                                                                   experience

Judy A. Mouse              31        Assistant Cashier -           Assistant Cashier and
                                     1st National                  Supervisor; since 1988; 
                                                                   over 10 years of banking
                                                                   experience
</TABLE>
                                            - 6 -
<PAGE>
BOARD OF DIRECTOR AND COMMITTEE MEETINGS    

During 1998, the Board of Directors of 1st Bank held 3 regular meetings of the
Board.  1st Bank has no standing audit, nominating, compensation or other
committees of the Board of Directors.  All of 1st Bank's Directors attended at
least 75% of its Board meetings except Director John P. Scotford, Sr. who
attended none of the three meetings.  The Directors of 1st Bank also
constitute the entire Board of Directors of 1st National Community Bank, a
wholly-owned subsidiary of 1st Bank.  There were 12 meetings of the Board of
Directors of 1st National.  All of 1st National's Directors attended at least
75% of its Board meetings except Director John P. Scotford, Sr. who attended
42% of the meetings.  Director Scotford travels extensively and lives at a
Florida residence for a good portion of each year.

                           EXECUTIVE COMPENSATION                              

The following table reflects the compensation paid by 1st National Bank during
1998, 1997 and 1996 for services in all capacities by the Chairman & CEO.  No
employee received an annual salary and bonus in excess of $100,000.  More
specific information regarding compensation is provided in the notes
accompanying the tables.

                        Summary Compensation Table
                            Annual Compensation

                                            Salary               Bonus
                                              (A)                 (A)
     Name and Position       Year             ($)                 ($)
     ---------------------------------------------------------------------

     Charles B. Lang         1998          $64,972              $3,428       
     Chairman & CEO          1997           62,800               1,256
                             1996           59,750               3,235
________________________________________________________________________
(A)   Amounts shown include all cash compensation earned and received by the
      named executive officer.

OPTIONS/SAR GRANTS/INCENTIVE PLANS

1st Bank does have in place a stock option plan which was approved by the
Shareholders at their annual meeting on March 19, 1997.  A committee was
chosen by the Board of Directors of 1st National comprised of Directors but
not including any executive officers of either 1st Bank or 1st National for
the purpose of awarding options to purchase Common Stock of 1st Bank to
deserving officers and Directors for the year 1998.  Under the Plan, there are
53,300 shares of 1st Bank stock eligible for distribution under the stock
option plan.
 
                                    - 7 -
<PAGE>
Effective August 27, 1998, 15,800 share options were granted to 14 officers
and Directors of 1st National at an exercise price of $28.00 per share for a
term of five (5) years to expire in five years on August 26, 2003 A.D.  The
Fair Market Value per share on August 27, 1998, was $28.00 per share.  A total
of 8,800 Incentive Stock Options were granted to seven key officers and 7,000
Non-Qualified Stock Options were granted to seven Directors.    These are the
first and only shares to date granted under the Plan.

The following table describes the individual stock options granted to the
Chief Executive Officer of 1st Bank and 1st National during the year 1998:

                    OPTION/SAR GRANTS IN LAST FISCAL YEAR
                   Individual Grants to Executive Officers
-----------------------------------------------------------------------------
                   Number of       % of Total
                   Securities     Options/SARs
                   Underlying      Granted to      Exercise or
                  Options/SARs     Employees          Base       Expiration
Name               Granted (#)   in fiscal year   Price ($/Sh)      Date
-----------------------------------------------------------------------------
Charles B. Lang      3,200             36%           $28.00        8/26/2003   
           
The following table describes each exercise of stock options and SARs during
the year 1998 by the named executive officer of 1st National and 1st Bank:

              AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAK YEAR
                        AND FY-END OPTION/SAR VALUES
-----------------------------------------------------------------------------
                                              Number of
                                              Securities          Value
                                              Underlying        Unexercised
                                              Unexercised       In-the-Money 
                                              Options/SARs      Options/SARs
                      Shares                  at FY-End (#)     at FY-End (#)

                     Acquired        Value     Exercisable/     Exercisable/
Name              on Exercise (#)  Realized    Unexercisable   Unexercisable
-----------------------------------------------------------------------------
Charles B. Lang         None          $0           7,600/0       $77,204/$0

                                    - 8 -
<PAGE>
There are no other stock option or stock appreciation rights plans, nor are
there any long-term incentive plans for employees of 1st Bank or 1st National.

COMPENSATION OF DIRECTORS

For the year 1998, no compensation was paid to any Directors of 1st Bank for
their services to the holding company.  No compensation was paid to Directors
Lang and Clutter as Directors of 1st National, who are compensated in their
capacity as officers of 1st National.  Compensation paid to each of the
remaining seven outside Directors of 1st National was as follows: an annual
retainer of $2,200; $230 for each of the 12 Board meetings attended; and $230
for each Executive Committee attended (three outside Directors are assigned to
each of the monthly Executive Committee meetings).  $175 was paid to the four
members of the Audit Committee for each of the two meetings attended, and also
to the six non-officer Director members of the Future Directions and New
Office Expansion Committee for the four meeting held provided that they had
attended.

EMPLOYMENT ARRANGEMENTS

1st Bank has not entered into any employment contracts with any of its
executive officers, nor is there any arrangement, plan or agreement in effect
between 1st Bank and any executive officer providing for compensation to be
paid in the event of the resignation, retirement or termination of any such
officer or in the event of a change in control of 1st Bank.

                       SECURITY OWNERSHIP OF CERTAIN
                      BENEFICIAL OWNERS AND MANAGEMENT

As of March 10, 1999, there were 451,869 shares of Common Stock issued and
outstanding and 33,400 stock options to purchase unissued shares of which
31,025 stock options are owned by current Directors and officers of 1st
National.  The following table sets forth information as of March 10, 1999,
with respect to beneficial ownership of 1st Bank's Common Stock by:  (I) all
persons known to 1st Bank to be considered to own beneficially more than five
(5%) percent of its voting securities;  (ii) all Directors and Director
nominees of 1st Bank; and  (iii) all of 1st Bank's officers and Directors as a
group.  Unless otherwise stated, each person so named exercises or would
exercise sole voting power and investment power as to the shares of Common
Stock so indicated.

                                     - 9 -
<PAGE>
                                   Amount and
                                   Nature of
Name and Address                   Beneficial
of Beneficial Owner               Ownership(1)           Percentage of Class
----------------------------------------------------------------------------
William E. Blair, Jr.                6,500 (2)                  1.34%
13004 Woodworth Road
New Springfield, OH 44443

Keith R. Clutter                     4,240 (3)                    *
2642 Carter Street
East Liverpool, OH  43920

Stephen W. Cooper                    2,540 (4)                    *
933 Park Boulevard
East Liverpool, OH  43920

G. Allen Dickey                     15,575 (5)                  3.22%
6938 State Route 45
Lisbon, OH  44432

Marvin H. Feldman                   25,475 (6)                  5.27%
932 Midway Lane
East Liverpool, OH  43920

Charles B. Lang                     41,963 (7)                  8.67%
R. D. #1, Box 255
Chester, WV  26034

R. Lynn Leggett                      4,700 (8)                    *
425 Chestnut Street
Lisbon, OH  44432

John P. Scotford                    37,575 (9)                  7.77%
7316 Christopher Drive
Poland, OH  44514

John C. Thompson                    8,535 (10)                  1.77%
913 Park Boulevard
East Liverpool, OH  43920

R. Keith Broadbent                    720 (11)                    *
1321 Riverview Street
East Liverpool, OH  43920

Kevin Anglemyer                       500 (12)                    *
126 Ambrose Drive
Clinton, PA., 15026

Roger D. Sanford                    2,375 (13)                    *
50621 Stagecoach Road
East Liverpool, OH  43920

                                    - 10 -
<PAGE>
                                   Amount and
                                   Nature of
Name and Address                   Beneficial
of Beneficial Owner               Ownership(1)           Percentage of Class
----------------------------------------------------------------------------
Steven A. Mabbott                   1,000 (14)                    *
15792 Highland Drive
East Liverpool, OH., 43920

All Directors and Executive 
Officers as a group               151,698                      31.26%

*         Indicates that the percentage of shares beneficially owned does not
          exceed 1% of the class.

(1)      For the purposes of this table, shares are considered "beneficially"
         owned if the person directly or indirectly has the sole or shared
         power to vote or direct the voting of the securities or the sole or  
         shared power to dispose of or direct the disposition of the
         securities.  A person is also considered to beneficially own shares
         that such person has the right to acquire within 60 days.  In
         computing the percentage of ownership for each nominee, director and
         principal officer and the group, the shares covered by exercisable
         stock options held by such nominee, director, principal officer and 
         group are deemed outstanding.  In calculating the percentage of class
         owned, the total number of shares issued and outstanding have been
         increased to reflect the number of shares that would be outstanding.

(2)     Includes 2,200 shares owned of record, 2,200 shares owned in the name
        of his spouse and 2,100 stock options.

(3)     Includes 440 shares owned of record and 3,800 stock options.

(4)     Includes 440 shares owned of record and 2,100 stock options.

(5)     Includes 440 shares owned of record, 12,760 shares owned in trust and
        in the name of his spouse and 2,375 stock options.

(6)     Includes 440 shares owned of record, 22,660 shares owned jointly with
        his spouse, in the name of his spouse, in the name of his spouse in
        Trust and held in corporate name, and 2,375 stock options.

(7)     Includes 10,040 shares owned of record, 24,323 shares held in Trust,
        an IRA custodial account and as  Co-Trustee of the Francis H. Lang
        Trust, and 7,600 stock options.
 
(8)     Includes 440 shares owned of record, 2,710 shares owned jointly with
        his spouse in broker accounts and 1,550 stock options.

(9)     Includes 440 shares owned of record, 34,760 shares held in Trust from
        himself and in Trust in the name of his spouse and 2,375 stock
        options.

(10)    Includes 6,160 shares owned of record and 2,375 stock options.

(11)    All 220 shares are owned jointly with another person and 500 stock
        options.

(12)    All 500 shares are by stock option.

(13)    All 2,375 shares are by stock option.

(14)    All 1,000 shares are by stock option.

                                     - 11 -
<PAGE>
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the federal securities laws, 1st Bank Directors, officers and persons
holding more than ten percent (10%) of 1st Bank's stock are required to
report, within specified monthly and annual due dates, their initial ownership
of Common Stock and all subsequent acquisitions, dispositions or other
transfers of beneficial interests therein, if and to the extent reportable
events occur which require reporting by such due dates.  1st Bank is required
to describe in this Proxy Statement whether, to its knowledge, any person
required to file such a report may have failed to do so in a timely manner. 
1st Bank is not aware of any untimely filing.

        RATIFICATION OF S. R. SNODGRASS, A.C. [PROPOSAL NO. 2]

The Board of Directors of 1st Bank has appointed S. R. Snodgrass as
independent auditors to examine the financial statements of 1st Bank and its
subsidiaries for the fiscal year ending December 31, 1999, and have directed
that such appointment be submitted for ratification by the Shareholders at the
Annual Meeting.

The affirmative vote of the majority of the shares represented at the Annual
Meeting and entitled to vote is required for ratification.  Management
recommends the appointment of S.R. Snodgrass be ratified by Shareholders.

Representatives of S.R. Snodgrass are expected to be present at the Annual
Meeting.  S.R. Snodgrass has represented 1st Bank since its formation and has
represented 1st National since its charter was granted in 1987 and has served
the Board of Directors in that capacity for nearly 12 year.

RECOMMENDATION

The Board of Directors recommends that the Shareholders vote "For" the
proposal.  Proxies solicited by the Board of Directors will be voted in favor
of this proposal unless a contrary vote or abstention is specified.

                                    - 12 -
<PAGE>
               CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since the beginning of the 1st Bank's 1998 fiscal year, 1st Bank has been a
party to the transactions described as follows with certain of its Directors,
officers or Shareholders owning more than 5% of the 1st Bank Common Stock or
business controlled by such persons or any member of the immediate family of
any of such persons:

William E. Blair, Jr., a Director of 1st Bank, has obtained two lines of
credit and one demand note from 1st National in the maximum aggregate
principal amount of $370,000.  The balance outstanding at February 28, 1999,
was $101,505.  The rate of interest on the outstanding balance is the New York
Prime rate (currently 7.75%) plus 1%.

Keith R. Clutter, a Director of 1st Bank, has obtained an overdraft line of
credit in the principal amount of $1,000 from 1 st National.  The balance
outstanding at February 28, 1999, was $917.  The rate of interest on the
outstanding balance is 16%.

Stephen W. Cooper, a Director of 1st Bank, has obtained a term loan and a line
of credit in the aggregate principal amount of $114,697 from 1st National. 
The aggregate balance outstanding at February 28, 1999, was $121,623.  The
rates of interest on the loans are  New York Prime rate plus 1 1/2% and 11%
respectively.

G. Allen Dickey, a Director of 1st Bank, has obtained a line of credit and an
overdraft line of credit in the aggregate principal amount of $125,000 from 1
st National.  The aggregate balance outstanding at February 28, 1999, was $0. 
The rates of interest on the lines of credit are New York Prime rate plus 1%
and 16% respectively.

Marvin H. Feldman, a Director of 1st Bank, has obtained a line of credit in
the original principal amount of $300,000 and a member of his immediate family
has obtained a loan in the original principal amount of $13,046 from 1st
National.  The aggregate balance outstanding at February 28, 1999, was
$306,338.  The rates of interest on the loans are National Prime (currently
8.5%) plus 1% and 9% respectively.

Charles B. Lang, a Director and officer of 1st Bank, has obtained a real
estate mortgage and an installment loan in the aggregate original principal
amount of $76,521 from 1st National.  The aggregate balance outstanding on
February 28, 1999, was $74,968.  The rates of interest on the loans are 8% and
8.5% respectively.

R. Lynn Leggett, a Director of 1st Bank, has obtained two lines of credit in
the original principal amount of $60,000 and two term loans in the original
principal amounts of $38,044 from 1st National.  The aggregate balance
outstanding on February 28, 1999, was $66,464.  The rates of interest on the
lines of credit are National Prime Rate +2% and National Prime Rate +1% and on
the two term loans is 7.5%

                                    - 13 -
<PAGE>
OTHER MATTERS TO COME BEFORE THE MEETING [PROPOSAL NO. 3]

No other matters are intended to be brought before the Annual Meeting by 1st
Bank, nor does 1st Bank know of any other matters to be brought before the
Annual Meeting by others.  If other matters properly come before the meeting,
the persons named in the Proxy will vote the shares represented therein in
accordance with the judgment of management on any such matters.

                            SHAREHOLDER PROPOSALS

Shareholders who desire to submit proposals at 1st Bank's 2000 Annual Meeting
of Shareholders must submit such proposals so that they are received by 1st
Bank no later than October 26, 1999, in order to be considered for inclusion
in 1st Bank's 2000 Proxy materials.  Such shareholder proposals as well as any
questions relating thereto, should be submitted to Tri-State 1st Bank, Inc.,
16924 St. Clair Avenue, P. O. Box 796, East Liverpool, Ohio 43920, Attn.:
Secretary.

                                    GENERAL

Upon written request to 1st Bank by any Shareholder whose Proxy is solicited
hereby, 1st Bank will furnish a copy of its Annual Report on Form 10-K for the
year ended December 31, 1998, as filed with the Securities and Exchange
Commission, together with financial statements and schedules thereto, without
charge to the Shareholder requesting the same.  Requests should be directed to
the attention of Keith R. Clutter, Secretary, at P. O. Box 796, East
Liverpool, Ohio 43920.


By Order of the Board of Directors


Keith R. Clutter,
Secretary










                                     - 14 -
<PAGE>
                                  PROXY CARD
                            Tri-State 1st Bank, Inc.
                                 P. O. Box 796
                          East Liverpool, Ohio 43920

                  PLEASE CHECK THE APPROPRIATE SPACES BELOW

The undersigned hereby appoints Hazel C. Schreckengost and Nancy Thompson
Cope, and each of them, each with the power to appoint her substitute, to
represent the undersigned and to vote all of the shares of Common Stock in
Tri-State 1st Bank, Inc. ("1st Bank") held of record by the undersigned at the
close of business on March 10, 1999, at the Annual Meeting of Shareholders of
1st Bank to be held at the main office of 1st National Community Bank, 16924
St. Clair Avenue, East Liverpool, Ohio, on Wednesday, April 14, 1999, at 7:00
P.M., and at any adjournment thereof.

A vote FOR the following proposals is recommended by the Board of Directors:

The shares represented hereby shall be voted as specified.  If no
specification is made, such shares shall be voted FOR proposals 1, 2 and 3. 
Whether or not you are able to attend the meeting, you are urged to sign and
mail the Proxy in the return envelope provided so that your stock may be
represented at the meeting.

1.    ELECTION OF DIRECTORS
      Election of the three (3) nominees listed below as members of 1st Bank's
      Board of Directors as Class 3 Directors.

      Charles B. Lang    _____  FOR    _____  AGAINST    _____  ABSTAIN
     
      R. Lynn Leggett    _____  FOR    _____  AGAINST    _____  ABSTAIN

      John C. Thompson   _____  FOR    _____  AGAINST    _____  ABSTAIN

2.   TO RATIFY the selection by the Board of Directors of S.R. 
     Snodgrass, A.C., as 1st Bank's independent public auditors for the 1999
     fiscal year.

                         _____  FOR    _____  AGAINST    _____  ABSTAIN

3.   Transaction of such other business as may properly come before the
     meeting or any postponement or adjournments thereof.

                         _____  FOR    _____  AGAINST    _____  ABSTAIN

                     THIS PROXY IS SOLICITED ON BEHALF OF
                      THE BOARD OF DIRECTORS OF 1ST BANK

Signature (s)

------------------------------------      -----------------------------------

------------------------------------      -----------------------------------
  (Please print or type name [s])            (Please print or type name[s])

NOTE:  Sign exactly as your name(s) appear on your stock certificate.  If
shares of stock are held of record in the names of two or more persons or in
the name of husband and wife, whether as joint tenants or otherwise, both or
all such persons should sign.  If shares of stock are held of record by a
corporation, the Proxy should be executed by the President or other authorized
officer, and the corporate seal should be affixed thereto.  If shares of stock
are held of record by a partnership, the Proxy should be executed in
partnership name by an authorized person.  Executors or administrators or
other fiduciaries who execute the Proxy for a deceased shareholder should give
their full title.  Please date the Proxy.