##### Table of Contents

---

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

---

FORM
10-Q

---

x

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

For the quarterly period ended March 31, 2003

OR

o

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

For the transition period fromto

Commission File Number
0-13270

---

Unizan Financial Corp.

(Exact name of registrant as specified in its charter)

---



| | Ohio(State or other jurisdiction ofincorporation or organization) |  | 34-1442295(I.R.S. EmployerIdentification No.) | 
| | ----------------------------------------------------------------- |  | --------------------------------------------- | 

220 Market Avenue South, Canton, Ohio 44702(Address of principal executive
offices)(Zip Code)

(330) 438-1118(Registrants telephone number, including area
code)

(Former name, former address and former fiscal year, if changed since last report)

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 o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).Yes
x No o

Indicate the number of shares outstanding of each of the issuers classes of common stock as of the latest
practicable date.

| | ClassCommon Stock, $1.00 Stated Value |  | Outstanding as of April 30, 200321,615,792 | 
| | ------------------------------------- |  | ------------------------------------------ | 

---





---

##### Table of Contents



INDEXUNIZAN FINANCIAL CORP.



|         |  |                       |    |                                                                                       | PAGE NO.
|-------- |  | --------------------- | -- | ------------------------------------------------------------------------------------- | --------
|         |  |                       |    |                                                                                       |         
|PART I.  |  | FINANCIAL INFORMATION |   
|         |  |                       |    |                                                                                       |         
|         |  | Item 1.               |    | Financial Statements                                                                  |         
|         |  |                       |    |                                                                                       |         
|         |  |                       |    | Consolidated Balance Sheets                                                           | 1       
|         |  |                       |    |                                                                                       |         
|         |  |                       |    | Consolidated Statements of Income                                                     | 2       
|         |  |                       |    |                                                                                       |         
|         |  |                       |    | Consolidated Statements of Comprehensive Income                                       | 3       
|         |  |                       |    |                                                                                       |         
|         |  |                       |    | Consolidated Statements of Cash Flows                                                 | 4       
|         |  |                       |    |                                                                                       |         
|         |  |                       |    | Notes to Consolidated Financial Statements                                            | 5-6     
|         |  |                       |    |                                                                                       |         
|         |  | Item 2.               |    | Managements Discussion and Analysis of Financial Condition and Results of Operations | 7-13    
|         |  |                       |    |                                                                                       |         
|         |  | Item 3.               |    | Quantitative and Qualitative Disclosures About Market Risk                            | 14-15   
|         |  |                       |    |                                                                                       |         
|         |  | Item 4.               |    | Controls and Procedures                                                               | 15      
|         |  |                       |    |                                                                                       |         
|PART II. |  | OTHER INFORMATION     |   
|         |  |                       |    |                                                                                       |         
|         |  | Other Information     | 16
|         |  |                       |    |                                                                                       |         
|         |  | Item 1.               |    | Legal Proceedings                                                                     | 16      
|         |  | Item 2.               |    | Changes in Securities and Use of Proceeds                                             | 16      
|         |  | Item 3.               |    | Defaults upon Senior Securities                                                       | 16      
|         |  | Item 4.               |    | Submission of Matters to a Vote of Security Holders                                   | 16      
|         |  | Item 5.               |    | Other Information                                                                     | 17      
|         |  | Item 6.               |    | Exhibits and Reports on Form 8-K                                                      |         
|         |  |                       |    | (a) Exhibits on Item 601 of Regulation S-K                                            | 17-18   

|SIGNATURES     | 18   
|-------------- | -----
|               |      
|CERTIFICATIONS | 19-20





---

##### Table of Contents

Unizan Financial Corp.CONSOLIDATED BALANCE SHEETS



|(In thousands except per share data)                                                          |  | March 31,2003 |           | December 31,2002 |  
|--------------------------------------------------------------------------------------------- |  | ------------- | --------- | ---------------- | -
|                                                                                              |  |               |           |                  |  
|                                                                                              |  |               |           |                  |  
|ASSETS                                                                                        |  | $             | 77,895    |                  | $
|Cash and cash equivalents                                                                     |  |               | 3,800     |                  |  
|Federal Funds Sold                                                                            |  |               | 189       |                  |  
|Interest bearing deposits with banks                                                          |  |               |           |                  |  
|Securities held-to-maturity, (Fair value: $4,862 and $5,529, respectively)                    |  |               | 4,636     |                  |  
|Securities available-for-sale, at fair value                                                  |  |               | 516,949   |                  |  
|Federal Home Loan Bank stock, at cost                                                         |  |               | 33,691    |                  |  
|Loans originated and held for sale                                                            |  |               | 17,660    |                  |  
|Loans:                                                                                        |  |               |           |                  |  
|Commercial, financial and agricultural                                                        |  |               | 265,945   |                  |  
|Aircraft                                                                                      |  |               | 130,122   |                  |  
|Commercial real estate                                                                        |  |               | 638,494   |                  |  
|Residential real estate                                                                       |  |               | 480,510   |                  |  
|Consumer                                                                                      |  |               | 442,563   |                  |  
|                                                                                              |  |               |           |                  |  
|Total loans                                                                                   |  |               | 1,957,634 |                  |  
|Less allowance for loan losses                                                                |  |               | (25,281   | )                |  
|                                                                                              |  |               |           |                  |  
|Net loans                                                                                     |  |               | 1,932,353 |                  |  
|Premises and equipment, net                                                                   |  |               | 27,025    |                  |  
|Goodwill                                                                                      |  |               | 91,971    |                  |  
|Other intangible assets                                                                       |  |               | 21,190    |                  |  
|Accrued interest receivable and other assets                                                  |  |               | 77,373    |                  |  
|                                                                                              |  |               |           |                  |  
|Total Assets                                                                                  |  | $             | 2,804,732 |                  | $
|                                                                                              |  |               |           |                  |  
|                                                                                              |  |               |           |                  |  
|LIABILITIES                                                                                   |  |               |           |                  |  
|Deposits:                                                                                     |  |               |           |                  |  
|Noninterest bearing deposits                                                                  |  | $             | 192,318   |                  | $
|Interest bearing deposits                                                                     |  |               | 1,825,635 |                  |  
|                                                                                              |  |               |           |                  |  
|Total deposits                                                                                |  |               | 2,017,953 |                  |  
|Short-term borrowings                                                                         |  |               | 82,889    |                  |  
|Other borrowings                                                                              |  |               | 352,842   |                  |  
|Company obligated mandatorily redeemable trust preferred                                      |  |               | 20,000    |                  |  
|Accrued taxes, expenses and other liabilities                                                 |  |               | 33,300    |                  |  
|                                                                                              |  |               |           |                  |  
|Total Liabilities                                                                             |  |               | 2,506,984 |                  |  
|                                                                                              |  |               |           |                  |  
|SHAREHOLDERS EQUITY                                                                          |  |               |           |                  |  
|Common stock ($1.00 stated value, 100,000,000 shares authorized and 22,123,069 shares
issued) |  |               | 22,123    |                  |  
|Paid-in capital                                                                               |  |               | 221,288   |                  |  
|Retained earnings                                                                             |  |               | 67,608    |                  |  
|Stock held by deferred compensation plan, 89,418 and 87,234 shares at cost                    |  |               | (1,394    | )                |  
|Treasury stock, 508,949 and 52,693 shares at cost                                             |  |               | (10,479   | )                |  
|Accumulated other comprehensive income                                                        |  |               | (1,398    | )                |  
|                                                                                              |  |               |           |                  |  
|Total Shareholders Equity                                                                    |  |               | 297,748   |                  |  
|                                                                                              |  |               |           |                  |  
|Total Liabilities and Shareholders Equity                                                    |  | $             | 2,804,732 |                  | $
|                                                                                              |  |               |           |                  |  

See Notes to the Consolidated Financial Statements

1



---

##### Table of Contents

Unizan Financial Corp.CONSOLIDATED STATEMENTS OF INCOME



|(In thousands except per share data)                                                |  | Three Months EndedMarch 31, |           
|----------------------------------------------------------------------------------- |  | --------------------------- | ----------
|                                                                                    |  |                             |           
|                                                                                    |  | 2003                        |           
|                                                                                    |  |                             |           
|Interest income:                                                                    |  |                             |           
|Interest and fees on loans:                                                         |  |                             |           
|Taxable                                                                             |  | $                           | 31,355    
|Tax exempt                                                                          |  |                             | 42        
|Interest and dividends on securities                                                |  |                             |           
|Taxable                                                                             |  |                             | 5,516     
|Tax exempt                                                                          |  |                             | 418       
|Interest on bank deposits and federal funds sold                                    |  |                             | 9         
|                                                                                    |  |                             |           
|Total interest income                                                               |  |                             | 37,340    
|                                                                                    |  |                             |           
|Interest expense:                                                                   |  |                             |           
|Interest on deposits                                                                |  |                             | 11,051    
|Interest on company obligated mandatorily redeemable trust preferred                |  |                             | 505       
|Interest on borrowings                                                              |  |                             | 4,493     
|                                                                                    |  |                             |           
|Total interest expense                                                              |  |                             | 16,049    
|                                                                                    |  |                             |           
|Net interest income                                                                 |  |                             | 21,291    
|Provision for loan losses                                                           |  |                             | 1,269     
|                                                                                    |  |                             |           
|Net interest income after provision for loan losses                                 |  |                             | 20,022    
|Other income:                                                                       |  |                             |           
|Trust and financial planning income                                                 |  |                             | 1,712     
|Customer service fees                                                               |  |                             | 1,553     
|Gains on sale of loans                                                              |  |                             | 2,130     
|Other operating income                                                              |  |                             | 1,557     
|                                                                                    |  |                             |           
|Total other income                                                                  |  |                             | 6,952     
|                                                                                    |  |                             |           
|Other expenses:                                                                     |  |                             |           
|Salaries, wages, pension and benefits                                               |  |                             | 8,932     
|Occupancy expense                                                                   |  |                             | 911       
|Furniture and equipment expense                                                     |  |                             | 558       
|Taxes other than income taxes                                                       |  |                             | 517       
|Other intangible amortization expense                                               |  |                             | 858       
|Other operating expense                                                             |  |                             | 4,934     
|                                                                                    |  |                             |           
|Total other expenses                                                                |  |                             | 16,710    
|                                                                                    |  |                             |           
|Income before income taxes and cumulative effect of change in accounting principles |  |                             | 10,264    
|Provision for income taxes                                                          |  |                             | 3,228     
|                                                                                    |  |                             |           
|Income before cumulative effect of change in accounting principles                  |  |                             | 7,036     
|Accounting method change - Adoption of FAS 142                                      |  |                             |          
|                                                                                    |  |                             |           
|Net income/(loss)                                                                   |  | $                           | 7,036     
|                                                                                    |  |                             |           
|Basic earnings/(loss) per share:                                                    |  |                             |           
|Before cumulative effect of change in accounting                                    |  | $                           | 0.32      
|Cumulative effect of change in accounting                                           |  |                             |          
|After cumulative effect of change in accounting                                     |  | $                           | 0.32      
|                                                                                    |  |                             |           
|Diluted earnings/(loss) per share:                                                  |  |                             |           
|Before cumulative effect of change in accounting                                    |  | $                           | 0.32      
|Cumulative effect of change in accounting                                           |  |                             |          
|After cumulative effect of change in accounting                                     |  | $                           | 0.32      
|                                                                                    |  |                             |           
|Dividends per share                                                                 |  | $                           | 0.14      
|                                                                                    |  |                             |           
|Weighted average shares outstanding:                                                |  |                             |           
|Basic                                                                               |  |                             | 21,831,377
|Diluted                                                                             |  |                             | 22,290,839
|                                                                                    |  |                             |           

See Notes to the Consolidated Financial Statements

2



---

##### Table of Contents

Unizan Financial Corp.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



|(In thousands)                    |  | Three Months EndedMarch 31, |      
|--------------------------------- |  | --------------------------- | -----
|                                  |  |                             |      
|                                  |  | 2003                        |      
|                                  |  |                             |      
|Net Income/(loss)                 |  | $                           | 7,036
|Comprehensive income, net of tax: |  |                             |      
|Unrealized gains on derivatives   |  |                             | 101  
|Unrealized losses on securities   |  |                             | (201 
|                                  |  |                             |      
|Comprehensive income/(loss)       |  | $                           | 6,936
|                                  |  |                             |      

See the Notes to the Consolidated Financial Statements

3



---

##### Table of Contents

Unizan Financial Corp.CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                           |  | Three months endedMarch 31, |         
|-------------------------------------------------------------------------- |  | --------------------------- | --------
|                                                                           |  |                             |         
|(In thousands)                                                             |  | 2003                        |         
|                                                                           |  |                             |         
|Cash flows from operating activities:                                      |  |                             |         
|Net income/(loss)                                                          |  | $                           | 7,036   
|Adjustments to reconcile net income to net cash from operating activities: |  |                             |         
|Depreciation and amortization                                              |  |                             | (867    
|Provision for loan losses                                                  |  |                             | 1,269   
|Government guaranteed loans sold originated for resale                     |  |                             | (6,951  
|Proceeds from sale ofgovernment guaranteed loans                           |  |                             | 7,711   
|Gains from sale of government guaranteed loans                             |  |                             | (760    
|Residential real estate loans originated for resale                        |  |                             | (43,884 
|Proceeds from sale of residential real estate loan originations            |  |                             | 50,805  
|Gains from sale of residential real estate loans originated for sale       |  |                             | (514    
|Gains from sale of residential real estate loans from portfolio            |  |                             | (856    
|Changes in:                                                                |  |                             |         
|Interest receivable                                                        |  |                             | (357    
|Interest payable                                                           |  |                             | 287     
|Other assets and liabilities, net                                          |  |                             | (7,779  
|FHLB stock dividend                                                        |  |                             | (329    
|                                                                           |  |                             |         
|Net cash from operating activities                                         |  |                             | 4,811   
|                                                                           |  |                             |         
|Cash flows from investing activities:                                      |  |                             |         
|Net change in interest bearing deposits with banks                         |  |                             | 646     
|Net derease in funds sold                                                  |  |                             | 5,450   
|Proceeds from maturities of securities held to maturity                    |  |                             | 607     
|Proceeds from maturities of securities available for sale                  |  |                             | 59,111  
|Purchases of securities available for sale                                 |  |                             | (127,664
|Net (increase)/decrease in loans made to customers                         |  |                             | (76,600 
|Proceeds from sale of loans                                                |  |                             | 24,372  
|Net cash received in merger                                                |  |                             |        
|Purchases of premises and equipment, net                                   |  |                             | (948    
|                                                                           |  |                             |         
|Net cash from investing activities                                         |  |                             | (115,026
|                                                                           |  |                             |         
|Cash flows from financing activities:                                      |  |                             |         
|Net change in deposits                                                     |  |                             | 86,338  
|Cash dividends paid, net of shares issued through dividend reinvestment    |  |                             | (2,917  
|Treasury stock sales                                                       |  |                             | 3,320   
|Treasury stock purchases                                                   |  |                             | (13,849 
|Net change in stock held in deferred compensation plan                     |  |                             | (32     
|Net change in short-term borrowings                                        |  |                             | 24,175  
|Net change in Federal Home Loan Bank overnight borrowings                  |  |                             | (10,100 
|Proceeds from other borrowings                                             |  |                             | 50,885  
|Repayment of other borrowings                                              |  |                             | (19,792 
|                                                                           |  |                             |         
|Net cash from financing activities                                         |  |                             | 118,028 
|                                                                           |  |                             |         
|Net change in cash and cash equivalents                                    |  |                             | 7,813   
|Cash and cash equivalents at beginning of year                             |  |                             | 70,082  
|                                                                           |  |                             |         
|Cash and cash equivalents at end of period                                 |  | $                           | 77,895  
|                                                                           |  |                             |         
|Supplemental cash flow disclosures:                                        |  |                             |         
|Income taxes paid                                                          |  | $                           |        
|Interest paid                                                              |  | $                           | 15,811  
|Merger with UNB Corp. through issuance of common stock                     |  |                             |        

See the Notes to the Consolidated Financial Statements

4



---

##### Table of Contents

UNIZAN FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2003 (Unaudited)(In thousands, except per share
data)

The consolidated financial statements for interim periods are unaudited; however, in the opinion of management of Unizan Financial Corp. (Company), the
accompanying consolidated financial statements contain all material adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and results of operations and cash flows for the periods presented.
The unaudited financial statements are presented in accordance with the requirements of Form 10-Q and do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Reference should be
made to the Companys consolidated financial statements and notes thereto included in the Companys annual report on Form 10-K for the year ended December 31, 2002 for additional disclosures, including a summary of the Companys
accounting policies. The results of operations for the three month period ended March 31, 2003 are not necessarily indicative of the results to be expected for the full year.

1)

BASIS OF PRESENTATION:

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and accounts have been
eliminated in consolidation. Unless otherwise indicated, dollars are in thousands except per share data.

2)

COMPUTATION OF EARNINGS PER SHARE

The
computation of earnings per share is as follows. In connection with the merger that was completed on March 7, 2002, UNB Corp. issued 1.325 shares of common stock in exchange for each share of BancFirst Ohio Corp. common stock. All share and per
share amounts have been adjusted to give effect of the exchange.



|                                                                                          |  | Three Months EndedMarch 31, |       
|----------------------------------------------------------------------------------------- |  | --------------------------- | ------
|                                                                                          |  |                             |       
|                                                                                          |  | 2003                        |       
|                                                                                          |  |                             |       
|Actual weighted average common Shares outstanding                                         |  |                             | 21,831
|Dilutive common stock equivalents:                                                        |  |                             |       
|Stock options                                                                             |  |                             | 460   
|Bonus shares - Company match                                                              |  |                             |      
|                                                                                          |  |                             |       
|Weighted average common shares Outstanding adjusted for dilutive common Stock equivalents |  |                             | 22,291
|                                                                                          |  |                             |       
|Net income/(loss)                                                                         |  | $                           | 7,036 
|                                                                                          |  |                             |       
|Basic earnings/(loss) per share                                                           |  | $                           | 0.32  
|                                                                                          |  |                             |       
|Diluted earnings/(loss) per share                                                         |  | $                           | 0.32  
|                                                                                          |  |                             |       

3)

STOCK INCENTIVE PLAN:

Employee compensation
expense under stock options is reported using the intrinsic value method. No compensation cost related to stock options is reflected in net income, as all options granted had an exercise price equal to or greater than the market price of the
underlying common stock at date of grant. Any tax benefit realized by the Company from the exercise of non-qualified stock options is added to paid-in-capital. The following table illustrates the effect on net income and earnings per share if
expense was measured using the fair value method of SFAS No. 123, Accounting for Stock-Based Compensation:

5



---

##### Table of Contents



|                                                                                  |  | 2003 |       | 2002 |  
|--------------------------------------------------------------------------------- |  | ---- | ----- | ---- | -
|                                                                                  |  |      |       |      |  
|Net income/(loss), as reported                                                    |  | $    | 7,036 |      | $
|Deduct: Stock based compensation expense determined under fair value based method |  |      | 64    |      |  
|Pro forma net income                                                              |  | $    | 6,972 |      | $
|Earnings/(loss) per share, as reported:                                           |  |      |       |      |  
|Basic                                                                             |  | $    | 0.32  |      | $
|Diluted                                                                           |  | $    | 0.32  |      | $
|Pro forma earnings/(loss) per share:                                              |  |      |       |      |  
|Basic                                                                             |  | $    | 0.32  |      | $
|Diluted                                                                           |  | $    | 0.31  |      | $

4)

SEGMENT REPORTING:

The Company manages and
operates two major lines of businesses: community banking and investment and funds management. Community banking includes lending and related services to businesses and consumers, mortgage banking, and deposit gathering. Investment and funds
management includes trust services, financial planning services and retail sales of investment products. These business lines are identified by the entities through which the product or service is delivered.

The reported line of business results reflect the underlying core operating performance within the business units. Parent and Other includes activities that are not directly attributed to the
identified lines of business and is comprised of the parent company and its special purpose trust subsidiary. Substantially all of the Companys assets are part of the community banking line of business. Selected segment information is included
in the following table:



|2003:                                               |  | CommunityBanking |        | Investmentand FundsManagement |   | Parentand Other |  | Total |     
|--------------------------------------------------- |  | ---------------- | ------ | ----------------------------- | - | --------------- |  | ----- | ----
|                                                    |  |                  |        |                               |   |                 |  |       |     
|Net interest income                                 |  | $                | 21,823 |                               | $ | 6               |  | $     | (538
|Provision for loan losses                           |  |                  | 1,269  |                               |   |                |  |       |    
|                                                    |  |                  |        |                               |   |                 |  |       |     
|Net interest income after provision for loan losses |  |                  | 20,554 |                               |   | 6               |  |       | (538
|Non-interest income                                 |  |                  | 5,240  |                               |   | 1,712           |  |       |    
|Non-interest expense                                |  |                  | 14,950 |                               |   | 1,365           |  |       | 395 
|                                                    |  |                  |        |                               |   |                 |  |       |     
|Income (loss) before income taxes                   |  |                  | 10,844 |                               |   | 353             |  |       | (933
|Income tax expense (benefit)                        |  |                  | 3,405  |                               |   | 150             |  |       | (327
|                                                    |  |                  |        |                               |   |                 |  |       |     
|Net income (loss)                                   |  | $                | 7,439  |                               | $ | 203             |  | $     | (606
|                                                    |  |                  |        |                               |   |                 |  |       |     



|2002:                                                                 |  | CommunityBanking |        | Investmentand FundsManagement |   | Parentand Other |   | Total |       
|--------------------------------------------------------------------- |  | ---------------- | ------ | ----------------------------- | - | --------------- | - | ----- | ------
|                                                                      |  |                  |        |                               |   |                 |   |       |       
|Net interest income                                                   |  | $                | 14,875 |                               | $ | 4               |   | $     | (561  
|Provision for loan losses                                             |  |                  | 5,587  |                               |   |                |   |       |      
|                                                                      |  |                  |        |                               |   |                 |   |       |       
|Net interest income after provision for loan losses                   |  |                  | 9,288  |                               |   | 4               |   |       | (561  
|Non-interest income                                                   |  |                  | 2,877  |                               |   | 1,248           |   |       |      
|Non-interest expense                                                  |  |                  | 11,412 |                               |   | 966             |   |       | 771   
|                                                                      |  |                  |        |                               |   |                 |   |       |       
|Income (loss) before income taxes and change in accounting principles |  |                  | 753    |                               |   | 286             |   |       | (1,332
|Income tax expense (benefit)                                          |  |                  | (66    | )                             |   | 99              |   |       | (466  
|                                                                      |  |                  |        |                               |   |                 |   |       |       
|Income before change in accounting principles                         |  |                  | 819    |                               |   | 187             |   |       | (866  
|Accounting method change  Adoption of FAS 142                        |  |                  |       |                               |   | (1,392          | ) |       |      
|                                                                      |  |                  |        |                               |   |                 |   |       |       
|Net income (loss)                                                     |  | $                | 819    |                               | $ | (1,205          | ) | $     | (866  
|                                                                      |  |                  |        |                               |   |                 |   |       |       

6



---

##### Table of Contents

ITEM 2:MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONSUNIZAN FINANCIAL CORP.

For a comprehensive understanding of the Companys financial condition and performance, this discussion should be considered in conjunction with the Companys
Consolidated Financial Statements, accompanying notes, and other information contained elsewhere herein.

This discussion contains forward-looking statements
under the Private Securities Litigation Reform Act of 1995 that involves risks and uncertainties. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions
could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included herein will prove to be accurate. Factors that could cause actual results to differ from the results discussed in the forward-looking
statements include, but are not limited to: economic conditions (both generally and more specifically in the markets in which the Company and its Banking Subsidiary operate); competition for the Companys customers from other providers of
financial services; government legislation and regulation (which changes from time to time and over which the Company has no control); changes in interest rates; prepayments of loans and securities; material unforeseen changes in the liquidity,
results of operations, or other financial position of the Companys customers, all of which are difficult to predict and many of which are beyond the control of the Company.

Overview

Unizan Financial Corp. was formed as a result of the merger between BancFirst Ohio Corp. and UNB Corp. that was completed on March 7,
2002. This merger was accounted for under the purchase method of accounting for business combinations, with BancFirst Ohio Corp. purchasing UNB Corp. Accordingly, the financial results include Unizans results since March 7, 2002, and BancFirst
Ohio Corp.s results prior to the merger.

The reported results of the Company primarily reflect the operations of the Companys bank subsidiary.
The Companys results of operations are dependent on a variety of factors, including the general interest rate environment, competitive conditions in the industry, governmental policies and regulations and conditions in the markets for
financial assets. Like most financial institutions, the primary contributor to the Companys income is net interest income, which is defined as the difference between the interest the Company earns on interest-earning assets, such as loans and
securities, and the interest the Company pays on interest-bearing liabilities, such as deposits and borrowings. The Companys operations are also affected by non-interest income, such as checking account and trust fees and gains from sales of
loans. The Companys principal operating expenses, aside from interest expense, consist of salaries and employee benefits, occupancy costs, and other general and administrative expenses.

Average Balances and Yields

The following table presents, for each of the periods indicated, the total dollar amount of
interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and percentage rates, and the net interest margin. Net interest margin
is calculated by dividing net interest income on a fully tax equivalent basis (FTE) by total interest-earning assets. The net interest margin is influenced by the level and relative mix of interest-earning assets and interest-bearing
liabilities. FTE income includes tax-exempt income, restated to a pre-tax equivalent, based on the statutory federal income tax rate. All average balances are daily average balances. Non-accruing loans are included in average loan
balances.

7



---

##### Table of Contents

Unizan Financial Corp.Average Balance Sheet and Related Yields



|                                                         |  | Three Months Ended March 31, |          
|-------------------------------------------------------- |  | ---------------------------- | ---------
|                                                         |  |                              |          
|                                                         |  | 2003                         |          
|                                                         |  |                              |          
|(dollars in thousands)                                   |  | AverageBalance               |          
|                                                         |  |                              |          
|Interest earning assets:                                 |  |                              |          
|Interest bearing deposits and federal funds sold         |  | $                            | 3,099    
|Securities                                               |  |                              | 512,745  
|Total loans                                              |  |                              | 1,954,108
|                                                         |  |                              |          
|Total interest earning assets (2)                        |  |                              | 2,469,952
|                                                         |  |                              |          
|Nonearning assets:                                       |  |                              |          
|Cash and due from banks                                  |  |                              | 58,476   
|Other nonearning assets                                  |  |                              | 213,572  
|Allowance for loan losses                                |  |                              | (25,280  
|                                                         |  |                              |          
|Total assets                                             |  | $                            | 2,716,720
|                                                         |  |                              |          
|Interest bearing liabilities:                            |  |                              |          
|Demand deposits                                          |  | $                            | 269,511  
|Savings deposits                                         |  |                              | 425,462  
|Time deposits                                            |  |                              | 1,044,394
|Company obligated mandatorily redeemable trust preferred |  |                              | 20,000   
|Other borrowings                                         |  |                              | 435,117  
|                                                         |  |                              |          
|Total interest bearing liabilities                       |  |                              | 2,194,484
|                                                         |  |                              |          
|Noninterest bearing liabilities:                         |  |                              |          
|Demand deposits                                          |  |                              | 182,218  
|Other liabilities                                        |  |                              | 37,830   
|Shareholders equity                                     |  |                              | 302,188  
|                                                         |  |                              |          
|Total liabilities asnd equity                            |  | $                            | 2,716,720
|                                                         |  |                              |          
|Net interest income and interest rate spread (2)         |  |                              |          
|                                                         |  |                              |          
|Net interest margin (3)                                  |  |                              |          
|                                                         |  |                              |          

(1)

Calculated on an annualized basis.

(2)

Interest income is computed on
a fully tax equivalent (FTE) basis, using a tax rate of 35%.

(3)

The net
interest margin represents net interest income as a percentage of average interest earning assets.

8



---

##### Table of Contents

Comparison of Operating Results For The Three Months Ended March 31, 2003 and 2002

Net Income.Net income for the first quarter of 2003 was $7,036, or $0.32 per diluted share. This compares with a net loss of $(1,252), or $(0.08) per diluted share for the first quarter of
2002. The first quarter of 2002 results were impacted by the merger between BancFirst Ohio Corp. and UNB Corp. Since the transaction was accounted for as a purchase of UNB Corp. by BancFirst, the 2002 operating results include the operations of
BancFirst for the entire year and only include the operating results of UNB from March 8, 2002 through March 31, 2002. During the first quarter of 2003, net interest income increased by 48.7% and non-interest income increased by 68.5%, as compared
to the same period in 2002. The net interest margin decreased to 3.54% for the first quarter of 2003, compared to 3.60% for the same period in 2002. The decrease in the net interest margin was primarily from the yields on interest earning assets
declining faster than the cost of interest bearing liabilities. The cost of interest bearing liabilities continued to be impacted by the deposit campaign of 2002 that brought in long-term Certificates of Deposits as part of a balance sheet strategy
to mitigate its exposure to possible increases in rates. Management believes it was prudent to extend liabilities at a time of record low rates, even through rates have not increased as quickly as originally anticipated. The Companys return on
average assets and return on average equity were 1.05% and 9.44%, respectively, in the first quarter of 2003, compared to (0.29)% and (3.05)%, respectively, for the first quarter of 2002.

Interest Income.Total interest income increased 29.0% to $37,340 for the three months ended March 31, 2003, compared to $28,950 for the first quarter of 2002. The increase was primarily
related to the increase in average interest-earning assets added from the merger with UNB Corp. During the first quarter of 2003, the yield on interest-earning assets declined by 108 basis points from the same period in 2002. The Companys
yield on average loans was 6.52% for the three months ended March 31, 2003 and 7.62% for the comparable year ago period. Yields on the securities portfolio decreased from 6.07% during the first quarter of 2002 to 4.87% during the first quarter of
2003. The decrease in the yields on loans and securities resulted primarily from lower market rates throughout 2002 and 2003.

Interest Expense.Total interest expense increased 9.7% to $16,049 for the three months ended March 31, 2003, compared to $14,632 for the three months ended March 31, 2002. The increase was primarily related to the increase in average
interest-bearing liabilities added from the merger with UNB Corp. The Companys cost of interest bearing liabilities decreased to 2.97% in the three months ended March 31, 2003 compared to 4.01% in the same period of 2002. The decrease in cost
of funds was primarily from lower market rates affecting the rates paid on all deposit products and the cost of borrowings. The Company will have limited opportunities to decrease rates on deposits since they are at historical lows.

Provision for Loan Losses.The provision for loan losses was $1,269 for the three months ended March 31, 2003, compared to $5,587 in the first
quarter of 2002. The provision expense in 2002 was impacted by the Companys review of general economic conditions and uncertainties, increased charge-offs, the increased size of the loan portfolio due to the merger and due to the Company
adopting the allowance for loan loss methodology of UNB Corp. The provision for loan losses was considered sufficient by management for maintaining an adequate allowance for loan losses.

Non-Interest Income.Total non-interest income increased $2,827 for the three months ended March 31, 2003, compared to the same period a year ago.

Trust and financial planning income increased by $464, or 37.2%, to $1,712 in the first quarter of 2003 from $1,248 in the first quarter of 2002. The increase in trust fees was primarily related to
the fee income added from the merger with UNB Corp. Trust income and financial planning fees continued to be impacted by the stock markets decline as asset valuations decreased.

Customer service fees, representing service charges on deposits and fees for other banking services, increased by $681, or 78.1%, to $1,553 in the first quarter of 2003 from $872 in the first quarter of 2002. The
increase was attributed to the merger with UNB Corp.

Gains on sales of loans totaled $2,130 for the three months ended March 31, 2003 compared to $784 for
the three months ended March 31, 2002. During the first quarter of 2003, the Company sold $6,951 of the guaranteed portion of its SBA and other government guaranteed loan originations in the secondary market compared to $5,534 during the first
quarter of 2002, realizing gains of $760 in 2003 and $498 in 2002. Also, in the first quarter of 2003, the Company sold $43,884 of residential loans originated for sale, realizing a gain of $514, and $23,516 of loans from the residential loan
portfolio, realizing a gain of $856. In the first quarter of 2002, the Company sold $22,597 of residential loans originated for sale realizing a gain of $286. Residential loan sale activity has been impacted by an increase in origination volumes in
the continued favorable interest rate environment. Loans were sold from the residential loan portfolio as part of a strategy to reduce the interest rate risk profile of the portfolio. The trend of refinancing is expected to continue throughout the
second quarter of 2003. Fees associated with the mortgage related business are expected to remain strong throughout 2003 and return to normal levels as refinancing activity declines.

9



---

##### Table of Contents

The Company intends to continue to place emphasis on its small business lending activities, including the evaluation of expansion into
new markets. The nature of the political climate in Washington, D.C. may periodically subject many existing government programs to much scrutiny and possible cutbacks. It is not currently known whether the SBA program will be impacted. Management
believes that any such cutbacks could negatively affect the Companys activities in the SBA lending programs as well as the planned expansion of such activities.

Other income increased by $336, or 27.5%, to $1,557 for the first quarter of 2003 from $1,221 in the first quarter of 2002. Within other operating income, income from bank owned life insurance increased by $141,
merchant fee income increased by $310 and interchange income increased by $129. These increases were attributed to the merger with UNB Corp. This increase was partially offset by an impairment charge of $390 on the mortgage servicing asset as the
decline in interest rates and the corresponding acceleration in mortgage pre-payment speeds continued. Future impairment could be realized if pre-payment speeds increase beyond the assumption rates. If rates begin to rise and pre-payment activity
slows, the value of the servicing rights should be positively impacted.

Non-Interest Expense.Total non-interest expense increased
$3,561 to $16,710 in the three months ended March 31, 2003, compared to $13,149 in the three months ended March 31, 2002.

Salaries and employee benefits
increased to $8,932 and represented approximately 56.3% of total operating expenses (non-interest expense less amortization of intangibles) for the three months ended March 31, 2003 compared to $6,893, or 52.9% of total operating expenses in the
first quarter of 2002. The increase was mainly attributed to the merger with UNB Corp. Also contributing to the increase were annual merit increases, increased healthcare costs and increased costs related to the new defined contribution plan. At the
time of the merger, all existing employee benefit plans were reviewed in order to consolidate and bring consistency to the plans. UNB Corp. had a defined benefit plan which it was in the process of terminating when the merger occurred. During the
first quarter of 2003, the company received final approval from the Internal Revenue Service to complete the termination of the plan and to distribute the participants benefits. This will occur in the second quarter of 2003 and will result in
Unizan having to recognize approximately $1,200 of expense to fully fund the liability associated with the distribution to the participants.

Net occupancy
expense increased to $911 in the first quarter of 2003 from $592 in the first quarter of 2002 primarily due to additional expenses attributed to facilities acquired from the merger with UNB Corp.

Furniture, fixtures and equipment expense increased to $558 in the first quarter of 2003 from $334 in the first quarter of 2002 primarily due to depreciation expense attributed to fixed assets added
by the merger with UNB Corp.

Taxes, other than income taxes, for the quarter ended March 31, 2003 were $517 compared with $1,243 in the first quarter 2002.
The first quarter of 2002 was impacted by the recognition of the full year of Ohio Franchise tax expense for First National Bank of Zanesville to correspond with the ending of the First National Banks charter.

Amortization of other intangible assets increased by $748 in the first quarter of 2003 compared to the year ago period. The increase was mainly attributed to the core deposit
amortization related to the merger with UNB Corp.

Other non-interest expenses increased $957, to $4,934 during the first quarter of 2003 compared to $3,977
in the first quarter of 2002. In the first quarter of 2003, an impairment charge of $84 was recognized on goodwill associated with a prior acquisition. The remaining increase was attributed to the merger with UNB Corp.

Provision for Income Taxes.The Companys provision for Federal income taxes was $3,228, or 31.4% of pretax income, for the three months ended March
31, 2003 compared to a Federal income tax benefit of $433 for the same period in 2002. The effective tax rate differed from the federal statutory rate principally as a result of tax-exempt income from obligations of states and political
subdivisions, loans and earnings on bank owned life insurance.

Asset Quality

Non-performing Assets.To maintain the loans portfolio level of credit risk at an appropriate level, management sets underwriting standards and internal lending limits and provides for proper diversification of
the portfolio by placing constraints on the concentration of credits within the portfolio. In monitoring the level of credit risk within the loan portfolio, management utilizes a formal loan review process to monitor, review, and consider relevant
factors in evaluating specific credits in determining the adequacy of the allowance for loan losses. The Companys banking subsidiary formally documents its evaluation of the adequacy of the allowance for loan losses on a quarterly basis and
the evaluation is reviewed and discussed with its board of directors.

10



---

##### Table of Contents

Failure to receive principal and interest payments when due on any loan results in efforts to restore such loan to current status. Loans
are classified as non-accrual when, in the opinion of management, full collection of principal and accrued interest is in doubt. Continued unsuccessful collection efforts generally lead to initiation of foreclosure or other legal proceedings.
Property acquired by the Company as a result of foreclosure or by deed in lieu of foreclosure is classified as other assets owned until such time as it is sold or otherwise disposed of. The Company owned $2,135 of such property at March
31, 2003 compared to $2,296 at December 31, 2002.

Non-performing loans totaled $17,231, or 0.88% of total loans, at March 31, 2003, compared to $15,254, or
0.80% of total loans, at December 31, 2002. Non-performing assets totaled $19,366, or 0.99% of loans and other assets owned at March 31, 2003, compared to $17,550, or 0.92%, at December 31, 2002. Non-accrual loans were mainly comprised of $6,937 of
residential mortgage loans, $213 of commercial loans, $2,316 of commercial real estate loans and $4,723 of SBA and other government guaranteed loans, of which $3,077 is guaranteed by the government. The increase resulted primarily from delinquency
trends in general. Management of the Company is not aware of any material amounts of loans outstanding, not disclosed in the tables below, for which there is significant uncertainty as to the ability of the borrower to comply with present payment
terms. The following is an analysis of the composition of non-performing assets and restructured loans:



|                                                             |  | March 31,2003 |        | December 31,2002 |  
|------------------------------------------------------------ |  | ------------- | ------ | ---------------- | -
|                                                             |  |               |        |                  |  
|Non-accrual                                                  |  | $             | 14,456 |                  | $
|Accruing loans 90 days or more past due                      |  |               | 2,775  |                  |  
|                                                             |  |               |        |                  |  
|Total non-performing loans                                   |  |               | 17,231 |                  |  
|Other assets owned and other non-performing assets           |  |               | 2,135  |                  |  
|                                                             |  |               |        |                  |  
|Total non-performing assets                                  |  | $             | 19,366 |                  | $
|                                                             |  |               |        |                  |  
|Restructured loans                                           |  | $             | 2,662  |                  | $
|                                                             |  |               |        |                  |  
|Non-performing loans to total loans                          |  |               | 0.88   | %                |  
|Non-performing assets to total assets                        |  |               | 0.69   | %                |  
|Non-performing assets to total loans plus other assets owned |  |               | 0.99   | %                |  

Restructured loans consist of one loan that was restructured in May 1999 and has
been performing in accordance with its restructured terms since such time. The restructured loan is not included in non-performing assets.

As of March 31,
2003, impaired loans were $5,239 compared with $7,352 at December 31, 2002. Impaired loans and non-performing loans have been considered in managements analysis of the adequacy of the allowance for loan losses.

Allowance for Loan Losses.The Company records a provision necessary to maintain the allowance for loan losses at a level sufficient to provide for
probable incurred credit losses. The provision is charged against earnings when it is established. An allowance for loan losses is established based on managements best judgment, which involves an ongoing review of prevailing national and
local economic conditions, changes in the size and composition of the portfolio and review of individual problem credits. Growth of the loan portfolio, loss experience, economic conditions, delinquency levels, credit mix, and an evaluation of
selected credits are factors that affect judgments concerning the adequacy of the allowance. Actual losses on loans are charged against the allowance.

The
allowance for loan losses totaled $25,281 at March 31, 2003, representing 1.29% of total loans, compared to $25,271 at December 31, 2002, or 1.33% of total loans. Net charge-offs for the three months ended March 31, 2003 were $1,259, compared to net
charge-offs of $1,631 for the same period in 2002.

Charge-offs have been made in accordance with the Companys standard policy and have occurred
primarily in the commercial, commercial real estate and consumer loan portfolios.

The allowance for loan losses as a percentage of non-performing loans
(coverage ratio) was 146.7% at March 31, 2003, compared to 165.7% at December 31, 2002. Although used as a general indicator, the coverage ratio is not a primary factor in the determination of the adequacy of the allowance by management,
particularly given the extent to which the Companys non-performing loans consist of single-family residential mortgage loans and due to the $3,077 of loans that are guaranteed by the government.

11



---

##### Table of Contents

Comparison of March 31, 2003 and December 31, 2002 Financial Condition

Total assets were $2.80 billion at March 31, 2003, an increase of $112,830 from December 31, 2002. Total securities increased by $70,027 to $521,585 from December 31, 2002. The Companys general investment strategy
is to manage the portfolio to include rate sensitive assets, matched against interest sensitive liabilities to reduce interest rate risk. In recognition of this strategy, as well as to provide a secondary source of liquidity to accommodate loan
demand and possible deposit withdrawals, the Company has chosen to classify the majority of its securities as available-for-sale. At March 31, 2003, 99.1% of the total securities portfolio was classified as available-for-sale, while those securities
that the Company intends to hold to maturity represented the remaining 0.9%. This compares to 98.8% and 1.2% classified as available-for-sale and held-to-maturity, respectively, at December 31, 2002.

Within the securities portfolio, there is a $2,000 trust preferred security issued by North Country Financial Corporation. On April 11, 2003, North Country Financial Corporation disclosed that a
Cease and Desist Order had been entered pertaining to North Country Financial Corporations principal subsidiary, North Country Bank and Trust. The order was entered by the Federal Deposit Insurance Corporation and the Michigan Office of
Financial and Insurance Services, with the consent of North Country Bank and Trust, and became effective April 5, 2003. North Country has suspended quarterly interest payments to security holders as allowed by the terms of the agreement. Unizan is
currently evaluating the situation and will determine if any adjustment will need to be made to the value of the security in the second quarter of 2003.

Total
loans increased by $51,260 to $1.96 billion at March 31, 2003 from December 31, 2002. Within the loan portfolio, commercial loans increased by $19,829, or 8.1%, commercial real estate loans increased by $11,108, or 1.8%, residential real estate
loans increased by $7,330, or 1.5% and home equity loans increased by $5,411, or 2.8%, from December 31, 2002. Within the residential real estate loan portfolio, $23,516 of loans were sold from portfolio. The loans were sold as part of a strategy to
reduce the interest rate risk profile of the portfolio.

Total deposits increased to $2.02 billion at March 31, 2003 from $1.93 billion at December 31, 2002.
The Bank instituted an aggressive campaign to grow core deposits, specifically Money Market Savings and interest bearing checking accounts. These campaigns have brought in approximately $72 million in new deposits during the first quarter of 2003
and are part of managements overall strategy to raise lower cost core deposits as a funding source. Total interest-bearing deposits accounted for 90.5% of total deposits at March 31, 2003, compared to 89.8% at December 31, 2002.

Short-term borrowings, which include sweep repurchase agreements, increased $24,175 to $82,889 at March 31, 2003, compared to $58,714 at December 31, 2002. Sweep repurchase
agreement balances fluctuate based on client demand. Other borrowings increased $20,931 to $352,842 at March 31, 2003, compared to $331,911 at December 31, 2002. Other borrowings increased due to temporary funding needs for asset growth in advance
of a core deposit promotion. The borrowings are anticipated to be replaced in the second quarter of 2003 with core deposits.

Liquidity and Capital Resources

The objective of liquidity management is to ensure the availability of funds to accommodate customer loan demand as well as deposit withdrawals while continuously seeking
higher yields from longer term lending and investing opportunities. This is accomplished principally by maintaining sufficient cash flows and liquid assets along with consistent stable core deposits and the capacity to maintain immediate access to
funds. These immediately accessible funds may include federal funds sold, unpledged marketable securities, reverse repurchase agreements or available lines of credit from the Federal Reserve Bank, Federal Home Loan Bank (FHLB), or other financial
institutions. An important factor in the preservation of liquidity is the maintenance of public confidence, as this facilitates the retention and growth of a large, stable supply of core deposits.

The Companys principal source of funds to satisfy short-term liquidity needs comes from cash, due from banks, federal funds sold and borrowing capabilities through the FHLB, Federal Reserve
Bank primary credit as well as other sources. Changes in the balance of cash and due from banks are due to changes in volumes of federal funds sold, and the float and reserves related to deposit accounts, which may fluctuate significantly on a
day-to-day basis. As of March 31, 2003, cash, due from banks and federal funds sold totaled $81,884 compared with $80,167 at December 31, 2002. The securities portfolio serves as an additional source of liquidity for the Company. Securities with a
market value of $516,949 were classified as available-for-sale as of March 31, 2003, representing 99.1% of the total securities portfolio. Classification of securities as available-for-sale provides for flexibility in managing net interest margin,
interest rate risk, and liquidity. Securities with a market value of $443,263 at March 31, 2003 were pledged to secure public funds and other obligations.

12



---

##### Table of Contents

The Companys bank subsidiary is a member of the FHLB. Membership provides an opportunity to control the banks cost of funds
by providing alternative funding sources, to provide flexibility in the management of interest rate risk through the wide range of available funding sources, to manage liquidity via immediate access to such funds, and to provide flexibility through
utilization of customized funding products to fund various loan and investment products and strategies.

Shareholders equity at March 31, 2003 was
$297,748, compared to shareholders equity at December 31, 2002 of $304,290, a decrease of $6,542. The overall decline in shareholders equity was due to the repurchase of treasury stock through the Companys buy-back program. During
the quarter ended March 31, 2003, treasury stock increased by $9,361 due to the repurchase of 456,256 shares. During the first quarter of 2002, the Companys Board of Directors approved a stock repurchase program authorizing management to
repurchase up to 550,000 common shares.

Under the risk-based capital guidelines, a minimum capital to risk-weighted assets ratio of 8.0% is required, of
which, at least 4.0% must consist of Tier 1 capital (equity capital net of goodwill). Additionally, a minimum leverage ratio (Tier 1 capital to total assets) of 3.0% must be maintained. At March 31, 2003, the Company had a total risk-based capital
ratio of 10.62%, of which 9.45% consisted of Tier 1 capital. The leverage ratio for the Company at March 31, 2003, was 7.81%.

Cash dividends declared and paid
to shareholders of the Company totaled $2,917, or $0.135 per share, during the first three months of 2003. This compares to dividends of $2,892, or $0.13 per share, for the same period in 2002.

Considering the Companys capital adequacy, profitability, available liquidity sources and funding sources, the Companys liquidity is considered by management to be adequate to meet
current and projected needs.

13



---

##### Table of Contents

ITEM 3:QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business,
the Company is exposed to interest rate risk caused by the differences in cash flows and repricing characteristics that occur in various assets and liabilities as a result of changes in interest rates. The asset and liability management process is
designed to measure and manage that risk to maintain consistent levels of net interest income and net present value of equity under any interest rate scenario.

The Company uses a dynamic computer model to generate earnings simulations, duration and net present value forecasts and gap analyses, each of which measures interest rate risk from a different perspective. The model incorporates a large
number of assumptions, including the absolute level of future interest rates, the slope of the yield curve, various spread relationships, prepayment speeds, repricing opportunities, cash flow characteristics of instruments without contractual
maturity dates and changes in the volumes of multiple loan, investment and deposit categories. Management believes that individually and in the aggregate these assumptions are reasonable, but the complexity of the simulation modeling process results
in a sophisticated estimate, not a precise calculation of exposure.

One of the most significant assumptions is the assignment of deposit balances without a
stated maturity date to specific time frames. Since these deposits are subject to withdrawal on demand, and have rates that can be changed at any time, they could be considered immediately repriceable and assigned to the shortest maturity, resulting
in a significant level of liability sensitivity. However, actual practice indicates that balances are withdrawn and replaced over a much longer time frame, and rates are modified less frequently and in smaller increments than changes which occur in
financial market rates. The Company uses an average decay rate to approximate deposit behavior over the simulation time horizon. As more data is developed over time, a statistical analysis of historical deposit behavior will replace the estimated
decay rates.

The model then applies a predetermined immediate parallel increase or decrease in the level of interest rates to forecast the impact on both net
interest income and capital one year forward. While this methodology provides a comprehensive appraisal of interest rate risk, it is not necessarily indicative of actual or expected financial performance. Changes in interest rates that affect the
entire yield curve equally at a single point in time are not typical, and the Company makes assumptions regarding the magnitude of changes that are applied to various deposit products. The residential mortgage prepayment assumptions are based on
industry medians and could differ from the Companys actual results due to non-financial prepayment incentives and other local factors. The behavior of depositors is based on an analysis of historical changes in balances and might not fully
reflect current attitudes toward other investment alternatives. Moreover, the model does not include any interim changes in strategy the Company might instate in response to shifts in interest rates.

At March 31, 2003, assuming an immediate, parallel 200 basis point shift in market yields, the Companys net interest income for the next twelve months was calculated to decrease if rates fall
or if rates rise. Since interest rates on deposit products are very low, the Company would not realize any significant future benefit from lower rates, but could see a continuing decrease in earning asset rates. The net present value of equity is
defined as the difference between the present value of the Companys assets and liabilities. In general, the present value of fixed rate financial instruments declines as market rates increase and increases as rates fall. Using the yield
scenario defined above, the net present value of equity was forecasted to decline in a rising rate environment and to rise in a falling rate scenario.

Interest rate risk can be managed by using a variety of techniques, including selling existing assets or repaying liabilities, pricing loans and deposits to attract preferred maturities and developing alternative sources of funding or
structuring new products to hedge existing exposures. In addition to these balance sheet strategies, the Company can also use derivative financial instruments such as interest rate swaps, caps, and floors to minimize the potential impact of adverse
changes in interest rates.

The Company has four interest rate swaps on which it pays a fixed rate and receives a variable rate. One swap with a current
notional principal amount of $8,073 was executed as a hedge against fixed rate mortgages which are held in the Companys portfolio. The net cash flow and market value of the swap move inversely with those of the fixed rate loans in the
portfolio, which reduces the Companys exposure to changing interest rates. If rates rise, the Company receives net cash flow from the swap which compensates for the opportunity loss of holding an asset with a below market yield. Alternatively,
the increase in the market value of the swap would balance the loss on the mortgage loans if the loans were sold. If rates fall, the net cash flows given up are offset by the increased value of assets with an above market yield. The gain that would
be realized on the sale of the loans would counteract the loss on the termination of the interest rate swap. The swap is recorded at a fair value of ($80), with changes recognized in current income. There are two swaps with a total notional
principal of $30,000 which were executed to convert variable rate borrowings to a fixed rate, to reduce the risk of

14



---

##### Table of Contents

increased interest expense in a rising rate environment. They are recorded at a fair value of ($3,959) with changes recognized in other comprehensive income.
The Company also has a notional balance of $3,000 options on the S & P 500 which offsets the equivalent risk of certificate of deposit liabilities that have a return contractually linked to the index. The effective portion of the options and the
embedded derivative are carried at a fair value of ($591), with changes recognized in other comprehensive income. For the year to date, the Company has recognized $2 in current expense for the ineffective portion of the swap. The Company initiated a
program to provide long-term fixed rate loans to commercial borrowers without incurring interest rate risk by executing simultaneous interest rate swaps. At March 31, 2003, the notional value of swaps in this program totaled $509 at a fair value of
($15).

ITEM 4:CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing date of this report, an evaluation was
carried out under the supervision and with the participation of the Companys management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures are, to
the best of their knowledge, effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were no significant changes in the Companys internal controls or
in other factors that could significantly affect its internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

15



---

##### Table of Contents

PART II -
OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2.
Changes in Securities and Use of Proceeds

None

Item 3.
Defaults upon Senior Securities

Not Applicable

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

Unizan Financial Corp. held its Annual Meeting of Shareholders on April 29,
2003, for the purpose of electing six directors; to amend the 1997 Stock Option Plan for the purpose of increasing by 1,800,000 the number of shares authorized for issuance under the plan; and to transact such other business as would properly come
before the meeting. Shareholders elected the Class I Board of Directors, consisting of Louis V. Bockius III, Frank J. Dosch, Edgar W. Jones, Jr., James L. Nichols, Marc L. Schneider, and William T. Stewart to serve a term ending in 2006. The terms
of the Class II Board of Directors, consisting of William F. Randles, Karl C. Saunders, John W. Straker, Jr., James M. Matesich, E. Lang DAtri, Russell W. Maier, and E. Scott Robertson, continue to serve a term ending in 2004. The term of the
Class III Board of Directors, consisting of Gary N. Fields, Philip E. Burke, Warren W. Tyler, Susan S. Henderson, Roger L. Mann, George M. Smart, and Roger L. DeVille, continue to serve a term ending in 2005.

Shareholders also approved an amendment to the 1997 Stock Option Plan increasing the number of shares authorized under the Plan by 1,800,000. Shareholder approval to increase the number of shares
authorized for issuance was proposed since the shares available for the grant of options under the plan have been depleted over the years. This proposal was to ensure that an ample reserve of shares exists for the remaining five years in which
options may be granted under the 1997 Stock Option Plan. Also, as a result of the merger, there is a larger number of officers, directors and employees eligible to receive options under the Plan than UNB Corp. had prior to the merger with BancFirst
Ohio Corp.

Results of shareholder voting on these issues were as follows:

Election of Directors



|                           |  | William T.Stewart |  | James L.Nichols |  | Frank J.Dosch |  | Louis V.Bockius III |  | Marc L.Schneider |  | Edgar W.Jones, Jr. | 
|-------------------------- |  | ----------------- |  | --------------- |  | ------------- |  | ------------------- |  | ---------------- |  | ------------------ | 
|                           |  |                   |  |                 |  |               |  |                     |  |                  |  |                    | 
|For                        |  | 17,785,745        |  | 17,790,591      |  | 17,757,995    |  | 17,782,166          |  | 17,476,639       |  | 17,466,841         | 
|Against                    |  | 799,351           |  | 794,505         |  | 827,101       |  | 802,930             |  | 1,108,457        |  | 1,118,255          | 
|Shares not voted by broker |  | 847,348           |  | 847,348         |  | 847,348       |  | 847,348             |  | 847,348          |  | 847,348            | 



|                           |  | Proposed increase to shares authorizedfor issuance under the 1997 Stock Option Plan | 
|-------------------------- |  | ----------------------------------------------------------------------------------- | 
|                           |  |                                                                                     | 
|For                        |  | 11,934,701                                                                          | 
|Against                    |  | 3,426,214                                                                           | 
|Abstain                    |  | 486,325                                                                             | 
|Shares not voted by broker |  | 3,585,202                                                                           | 

16



---

##### Table of Contents

Item 5.
Other Information

As required by Section 306(a) of the Sarbanes-Oxley Act of 2002, the directors and executive officers of Unizan
Financial Corp. were prohibited from purchasing, selling, acquiring or transferring certain equity shares of the issuer for a pension plan blackout period involving the BancFirst Ohio 401(k) Salary Deferral Plan. The blackout period began on
February 5, 2003 and ended on March 21, 2003.

Item 6.
Exhibits and Reports on Form 8-K

(a)  Exhibits Required by Item 601 of Regulation S-K

Exhibit 3(a)  Articles of Incorporation, as amended incorporated by reference to Appendix A to UNB Corp.s Form S-4 dated October 15, 2001.

Exhibit 3(b)  Code of Regulations, incorporated by reference to Exhibit (4)B to UNB Corp.s registration statement on Form S-3 (No. 33-27471).

Exhibit 10.2  Indenture of the Company relating to the Junior Subordinated Debentures incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on
Form S-4, Registration Statement (No. 333-30570).

Exhibit 10.3  Amended and Restated Trust Agreement of BFOH Capital Trust I incorporated by reference
to the Companys Registration Statement of Form S-4, Registration Statement (No. 333-30570).

Exhibit 10.e - UNB Corp. 1997 Stock Option Plan, filed on
February 28, 1998, is incorporated herein by reference to Form Definitive 14-A, dated April 15, 1997, Appendix A.

Exhibit 10.y  Split Dollar Agreement
for Salary Continuation Agreement Roger L. Mann, James J. Pennetti and Scott E. Dodds, dated May 1, 2001, is incorporated herein by reference to Form 10-Q for quarter ended September 30, 2001, Exhibit 10.y.

Exhibit 10.z  Key Man Split Dollar Agreement for Roger L. Mann, dated July 18, 2001, is incorporated herein by reference to Form 10-Q for quarter ended September 30, 2001, Exhibit
10.z.

Exhibit 10.aa  Group Term Carve Out Plan, dated May 1, 2001, is incorporated herein by reference to Form 10-Q for quarter ended September 30,
2001, Exhibit 10.aa.

Exhibit 10.ab  Unizan Financial Corp. Severance Agreement for Roger L. Mann entered into as of August 1, 2002, is incorporated
herein by reference to Form 10-Q for quarter ended September 30, 2001, Exhibit 10.ab.

Exhibit 10.ac  Unizan Bank, National Association Amended Salary
Continuation Agreement for Roger L. Mann entered into as of August 1, 2002, is incorporated herein by reference to Form 10-Q for quarter ended September 30, 2001, Exhibit 10.ac.

Exhibit 10.ad  Unizan Financial Corp. Severance Agreement for James J. Pennetti entered into as of August 1, 2002, is incorporated herein by reference to Form 10-Q for quarter ended September 30, 2001, Exhibit
10.ad.

Exhibit 10.ae  Unizan Bank, National Association Amended Salary Continuation Agreement for James J. Pennetti entered into as of August 1, 2002,
is incorporated herein by reference to Form 10-Q for quarter ended September 30, 2001, Exhibit 10.ae.

Exhibit 10.af  Unizan Financial Corp. Severance
Agreement for Scott E. Dodds entered into as of August 1, 2002, is incorporated herein by reference to Form 10-Q for quarter ended September 30, 2001, Exhibit 10.af.

Exhibit 10.ag  Unizan Bank, National Association Amended Salary Continuation Agreement for Scott E. Dodds entered into as of August 1, 2002, is incorporated herein by reference to Form 10-Q for quarter ended September 30, 2001, Exhibit
10.ag.

Exhibit 10.ah  Unizan Financial Corp. Severance Agreement for James H. Nicholson entered into as of August 1, 2002, is incorporated herein by
reference to Form 10-Q for quarter ended September 30, 2001, Exhibit 10.ah.

17



---

##### Table of Contents

Exhibit 10.ai  Unizan Financial Corp. Severance Agreement for Edward N. Cohn entered into as of August 1, 2002, is incorporated
herein by reference to Form 10-Q for quarter ended September 30, 2001, Exhibit 10.ai.

Exhibit 10.aj  Unizan Financial Corp. Severance Agreement for
Robert J. Blackburn entered into as of August 1, 2002, is incorporated herein by reference to Form 10-Q for quarter ended September 30, 2001, Exhibit 10.aj.

Exhibit 10.ak  Unizan Financial Corp. Severance Agreement for James B. Baemel entered into as of August 1, 2002, is incorporated herein by reference to Form 10-Q for quarter ended September 30, 2001, Exhibit 10.ak.

Exhibit 10.al  Unizan Financial Corp. Severance Agreement for Gary L. McGlaughlin entered into as of August 1, 2002, is incorporated herein by reference to Form 10-Q for
quarter ended September 30, 2001, Exhibit 10.al.

Exhibit 10.am  Unizan Financial Corp. Severance Agreement for Thomas J. Selock entered into as of
August 1, 2002, is incorporated herein by reference to Form 10-Q for quarter ended September 30, 2001, Exhibit 10.am.

Exhibit 99.1  Certification of
Financial ResultsExhibit 99.2  Certification of Financial Results

(b)  Reports on Form 8-K

Report on Form 8-K dated January 13, 2003 regarding fourth quarter and full-year 2002 results.

Report on Form 8-K dated January 27, 2003 announced financial results for the fourth quarter and full-year 2002.

Report on Form 8-K dated February 21,
2003 announced the first quarter 2003 dividend.

Report on Form 8-K dated April 7, 2003 announced that the Companys earnings for the first quarter and
full-year 2003 will be impacted by continued net interest margin compression, a non-cash write-down of the carrying value of its mortgage servicing rights asset, and an impairment charge related to goodwill. Also, Unizan will book a one-time expense
related to the termination of the Companys defined benefit plan in the second quarter of 2003.

Report on Form 8-K dated April 10, 2003 announced that
first quarter 2003 financial results will be released on Monday, April 21, 2003.

Report on Form 8-K dated April 21, 2003 announced its first quarter 2003
financial results.

Pursuant to the requirements 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.



|     |              |  |  | Unizan Financial Corp.(Registrant)               
|---- | ------------ |  |  | -------------------------------------------------
|Date | May 13, 2003 |  |  | /s/ ROGERL.MANN                                  
|     |              |  |  |                                                  
|     |              |  |  | Roger L. MannPresident andChief Executive Officer



|Date | May 13, 2003 |  |  | /s/ JAMESJ.PENNETTI                                                                                             
|---- | ------------ |  |  | ----------------------------------------------------------------------------------------------------------------
|     |              |  |  |                                                                                                                 
|     |              |  |  | James J. PennettiExecutive Vice President andChief Financial Officer(Principal Financial and Accounting Officer)

18



---

##### Table of Contents

I,
Roger L. Mann, certify that:

1.

I have reviewed this
quarterly report on Form 10-Q of Unizan Financial Corp.

2.

Based on my
knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report.

3.

Based on my
knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report.

4.

The registrants other
certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly report is being prepared:

(b) evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and

(c)
presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date.

5.

The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or persons performing the equivalent function):

(a) All significant deficiencies in the design or
operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls;
and

(b) Any fraud, whether or not material, that involves management or other employees, who have a significant role in the registrants internal
controls.

6.

The registrants other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.



|      |              |  |  |                                                   
|----- | ------------ |  |  | --------------------------------------------------
|Date: | May 13, 2003 |  |  | /s/ ROGERL.MANN                                   
|      |              |  |  |                                                   
|      |              |  |  | Roger L. MannPresident and Chief Executive Officer



19



---

##### Table of Contents

I, James J. Pennetti, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Unizan Financial Corp.

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4.

The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared:

(b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the
Evaluation Date); and

(c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date.

5.

The registrants
other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):

(a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

(b) Any fraud, whether or
not material, that involves management or other employees, who have a significant role in the registrants internal controls.

6.

The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



|      |              |  |  |                                                                     
|----- | ------------ |  |  | --------------------------------------------------------------------
|Date: | May 13, 2003 |  |  | /s/ JAMESJ.PENNETTI                                                 
|      |              |  |  |                                                                     
|      |              |  |  | James J. PennettiExecutive Vice President and ChiefFinancial Officer



20