<PAGE>   1
               UNITED STATES SECURITIES 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    September 30, 1995
                                --------------------

Commission file number 0-13270


                                  UNB CORP.
            -----------------------------------------------------  
            (Exact name of Registrant as specified in its charter)


        Ohio                                            34-1442295
-------------------------------         ---------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
incorporation or organization)           


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

Registrant's telephone number, including area code        (216) 454-5821
                                                          --------------

        Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 11 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 report), and (2) has been subject to such
filing requirements for the the past 10 days.

                                Yes     X             No
                                     --------            --------

        Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.

        Common Stock, $1.00 Stated Value      Outstanding at October 31, 1995 
                                              2,873,353 Common Shares


        
<PAGE>   2
                                   UNB CORP.

                                   FORM 10-Q

                        QUARTER ENDED SEPTEMBER 30, 1995



                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

         Interim financial information required by Regulation 210.10-01 of
         Regulation S-X is included in this Form 10Q as referenced below:

<TABLE>
<CAPTION>
                                                                         Page
                                                                       Number(s)
                                                                       ---------
<S>                                                                       <C>
Consolidated Balance Sheets                                                1
                                                                 
Consolidated Statements of Income                                          2
                                                                 
Condensed Consolidated Statements                                
 of Changes in Shareholders' Equity                                        3
                                                                 
Condensed Consolidated Statements                                
 of Cash Flows                                                             4
                                                                 
Notes to the Consolidated Financial Statements                          5-12
                                                                 
Item 2 - Management's Discussion and Analysis of                 
           Financial Condition and Results of Operations               13-22
                                                                 
                                                                 
                          PART II - OTHER INFORMATION            
                                                                 
Item 4 - Submission of Matters to a Vote of                      
         Security Holders                                                 23
                                                                 
Item 5 - Other Information                                                23
                                                                 
Item 6 - Exhibits and Reports on Form 8-K                                 23
                                                                 
Signatures                                                                23              
</TABLE>


<PAGE>   3


                                U N B   C O R P.
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

<TABLE>
<CAPTION>
(In thousands)                                     September 30,  December 31
                                                        1995           1994
                                                   -------------  -------------
<S>                                                <C>           <C>

ASSETS
Cash and cash equivalents                                $27,070        $30,211
Federal funds sold                                        10,325            600
Interest bearing deposits with banks                         243            167
Securities, net (Fair value:
     $60,726 and $77,860, respectively)(Note 2)           60,722         77,923
Mortgage-backed securities (Fair value:
     $54,606 and $60,855, respectively)(Note 2)           54,388         61,586
Loans originated and held for sale                             0            144
Loans:
   Total loans (Notes 3 and 6)                           496,256        409,599
   Allowance for loan losses (Note 4)                     (7,050)        (6,348)
-------------------------------------------------------------------------------
      Net loans                                          489,206        403,251
Premises and equipment, net                                8,790          8,597
Intangible assets                                          7,638          8,471
Accrued interest receivable and other assets              11,379         10,134
-------------------------------------------------------------------------------
         TOTAL ASSETS                                   $669,761       $601,084
===============================================================================

LIABILITIES
Deposits:
   Noninterest bearing deposits                          $72,629        $71,015
   Interest bearing deposits                             451,008        415,756
-------------------------------------------------------------------------------
      Total deposits                                     523,637        486,771
Fed funds purchased and short-term borrowings             45,084         34,897
Federal Home Loan Bank advances (Note 6)                  31,595         16,660
Accrued taxes, expenses and other liabilities              5,864          4,116
-------------------------------------------------------------------------------
         TOTAL LIABILITIES                               606,180        542,444

SHAREHOLDERS' EQUITY
Common stock ($1.00 stated value, 5,000,000 
   shares authorized; 2,873,353 and 2,870,383 
   issued and outstanding,                                 2,873          2,870
Paid-in capital                                           31,593         31,569
Retained earnings                                         28,874         25,642
Unrealized gain/(loss) on securities available for sale      241         (1,441)
-------------------------------------------------------------------------------
         TOTAL SHAREHOLDERS' EQUITY                       63,581         58,640
-------------------------------------------------------------------------------
            TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $669,761       $601,084
===============================================================================

</TABLE>


               See Notes to the Consolidated Financial Statement


                                       1


<PAGE>   4
                                U N B   C O R P.
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)



<TABLE>
<CAPTION>
(In thousands)
                                                                        Three Months Ended              Nine Months Ended
                                                                           September 30,                  September 30,
                                                                       ---------------------        -----------------------
                                                                         1995        1994             1995           1994
                                                                       --------     --------        --------       --------
<S>                                                                     <C>          <C>             <C>           <C>
INTEREST INCOME:
  Interest and fees on loans:
     Taxable                                                            $10,799       $8,179         $29,891        $22,924
     Tax exempt                                                              70           72             207            234
  Interest and dividends on investments & mortgage-backed securities:                                                      
     Taxable                                                              1,693        1,080           5,661          3,259
     Tax exempt                                                              36           52             123            146
  Interest on bank deposits and federal funds sold                          150          143             468            245
----------------------------------------------------------------------------------------------------------------------------
       Total interest income                                             12,748        9,526          36,350         26,808
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
INTEREST EXPENSE:                                                                                                          
  Interest on deposits                                                    4,690        2,959          12,557          7,983
  Interest on short-term borrowings                                         517          273           1,626            659
  Interest on FHLB advances                                                 538          233           1,500            598
----------------------------------------------------------------------------------------------------------------------------
       Total interest expense                                             5,745        3,465          15,683          9,240
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
NET INTEREST INCOME                                                       7,003        6,061          20,667         17,568
PROVISION FOR LOAN LOSSES (NOTE 4)                                          480          240           1,220            780
----------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                       6,523        5,821          19,447         16,788
                                                                                                                           
OTHER INCOME:                                                                                                              
  Service charges on deposits                                               596          634           1,795          1,784
  Trust Department income                                                   582          569           1,805          1,711
  Other operating income                                                    101          168             524            613
  Securities gains(losses), net                                               1            0               7              4
  Gains on loans originated for resale and sold                              16           15              67             53
----------------------------------------------------------------------------------------------------------------------------
     Total other income                                                   1,296        1,386           4,198          4,165
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
OTHER EXPENSES:                                                                                                            
  Salary, wages and benefits                                              2,581        2,331           7,582          6,855
  Occupancy                                                                 265          267             913            824
  Equipment                                                                 489          507           1,564          1,464
  Other operating expense                                                 1,527        1,524           5,532          4,711
----------------------------------------------------------------------------------------------------------------------------
     Total other expenses                                                 4,862        4,629          15,591         13,854
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
INCOME BEFORE INCOME TAXES                                                2,957        2,578           8,054          7,099
PROVISION FOR INCOME TAXES                                                  993          844           2,697          2,317
----------------------------------------------------------------------------------------------------------------------------
  NET INCOME                                                             $1,964       $1,734          $5,357         $4,782
============================================================================================================================
                                                                                                                           
                                                                                                                           
EARNINGS PER SHARE (NOTE 1):                                                                                               
  Primary                                                                 $0.68        $0.61           $1.87          $1.68
  Fully diluted                                                           $0.65        $0.58           $1.78          $1.60
============================================================================================================================
                                                                                                                           
                                                                                                                           
DIVIDENDS PER SHARE (NOTE 1)                                              $0.25        $0.23           $0.74          $0.68
============================================================================================================================
                                                                                                                           
WEIGHTED AVERAGE SHARES OUTSTANDING (NOTE 1):                                                                              
    Primary                                                           2,873,249    2,860,447       2,872,161      2,852,499
    Fully diluted                                                     3,011,683    2,993,388       3,011,873      2,985,561
============================================================================================================================
<FN>  
NOTE: Per share data is based on the average number of shares outstanding adjusted for all stock dividends and splits.
</TABLE>





                      See Notes to the Consolidated Financial Statments


                                       2


<PAGE>   5
                                 U N B  CORP.
     CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (UNAUDITED)

<TABLE>
<CAPTION>
(In thousands)
                                                      Nine months ended
                                                     9/30/95     9/30/94
                                                    ---------   ---------
 <S>                                                 <C>          <C>
 Balance at beginning of period                      $58,640      $55,706

 Net Income                                            5,357        4,782

 Shares issued through dividend reinvestment               0          649

 Shares issued through 401K stock purchase                 0          319

 Shares issued for deferred compensation plan              0            7

 Stock options exercised                                  28            6

 Cash dividends $0.74 and $0.68 per share, 
        respectively                                  (2,125)      (1,939)

 Change in market value on investment securities
        available for sale, net of deferred taxes      1,681       (1,034)
                                                     -------      -------
 Balance at end of period                            $63,581      $58,496
</TABLE>                                             =======      =======





              See Notes to the Consolidated Financial Statements


                                       3
<PAGE>   6
                                   UNB CORP.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)




<TABLE>
<CAPTION>
(In thousands)                                                                     Nine months ended September 30,
                                                                                        1995        1994          
                                                                                       ------      ------
<S>                                                                                 <C>            <C>            
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                             
  Net income                                                                            $5,357      $4,782        
  Adjustments to reconcile net income to net cash                                                                 
   from operating activities:                                                                                     
      Provision for loan losses                                                          1,220         780        
      Depreciation and amortization                                                        580         466        
      Net securities gains                                                                  (7)         (4)       
      Net (accretion)/amortization on securities                                          (401)        108        
      Amortization of intangible assets                                                    833         365        
      Loans originated for resale                                                       (4,505)     (2,991)       
      Proceeds from sale of loan originations                                            4,716       6,067        
  Changes in:                                                                                                     
      Interest receivable                                                                 (230)       (318)       
      Interest payable                                                                     405          19        
      Other assets and liabilities, net                                                   (535)        159        
      Deferred income                                                                       (4)         (2)       
------------------------------------------------------------------------------------------------------------      
        Net cash from operating activities                                               7,429       9,431        
------------------------------------------------------------------------------------------------------------      
                                                                                                                  
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                             
  Net change in interest bearing deposits with banks                                       (75)    (35,670)       
  Net increase in federal funds sold                                                    (9,725)     (1,900)       
  Investment and mortgage-backed securities:                                                                      
      Proceeds from sales of securities available for sale                               3,124       3,020        
      Proceeds from maturities of securities held to maturity                           28,178      10,300        
      Proceeds from maturities of securities available for sale                         24,134      11,646        
      Purchases of securities held to maturity                                         (27,698)    (26,300)       
      Purchases of securities available for sale                                        (8,415)    (17,112)       
      Principal payments received on mortgage-backed securities held to maturity         5,849           0        
      Principal payments received on mortgage-backed securities available for sale       2,183      11,838        
  Net increase in loans made to customers                                              (84,050)    (51,998)       
  Loans purchased                                                                       (3,296)          0        
  Purchases of premises and equipment, net                                                (773)       (378)       
  Purchases of assets to be leased                                                           0        (194)       
  Principal payments received under leases                                                 103         107        
------------------------------------------------------------------------------------------------------------      
        Net cash from investing activities                                             (70,461)    (96,641)       
------------------------------------------------------------------------------------------------------------      
                                                                                                                  
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                             
  Net increase in deposits                                                              36,866      11,621        
  Cash and cash equivalents received                                                                              
      in assumption of deposits, net of assets acquired (Note 2)                             0      63,517        
  Cash dividends paid                                                                   (2,125)     (1,939)       
  Proceeds from shares issued through dividend reinvestment                                  0         649        
  Proceeds from issuance of stock                                                           28         332        
  Net increase in short-term borrowings                                                 10,187       5,420        
  Proceeds from FHLB advances                                                           25,000      18,065        
  Repayments of FHLB advances                                                          (10,065)    (10,000)       
------------------------------------------------------------------------------------------------------------      
        Net cash from financing activities                                              59,891      87,665        
------------------------------------------------------------------------------------------------------------      
                                                                                                                  
NET CHANGE IN CASH AND CASH EQUIVALENTS                                                 (3,141)        455        
                                                                                                                  
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                          30,211      26,852        
------------------------------------------------------------------------------------------------------------      
CASH AND CASH EQUIVALENTS AT END OF YEAR                                               $27,070     $27,307        
============================================================================================================
</TABLE>                                        





              See Notes to the Consolidated Financial Statements


<PAGE>   7
                                   UNB CORP.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
             ------------------------------------------------------


Note 1 - Summary of Significant Accounting Policies
---------------------------------------------------

The accompanying consolidated financial statements include the accounts of UNB
Corp. and its wholly owned subsidiaries.  All material intercompany accounts
and transactions have been eliminated in consolidation.

These interim financial statements are prepared without audit and reflect all
adjustments of a normal recurring nature which, in the opinion of Management,
are necessary to present fairly the consolidated financial position of UNB
Corp. at September 30, 1995, and its results of operations and cash flows for
the periods presented.  The accompanying consolidated financial statements do
not purport to contain all the necessary financial disclosures required by
generally accepted accounting principles that might otherwise be necessary in
the circumstances.  The Annual Report for UNB Corp. for the year ended December
31, 1994, contains consolidated financial statements and related notes which
should be read in conjunction with the accompanying consolidated financial
statements.

For consolidated financial statement classification and cash flow reporting
purposes, cash and cash equivalents include currency on hand and non-interest
bearing deposits with banks.  For the nine months ended September 30, 1995, and
September 30, 1994, UNB Corp. paid interest in the amount of $15.3 million and
$8.1 million, respectively.  For the same nine month period, federal income
taxes paid totaled $3,090,000 and $2,655,000, respectively.

The Corporation accounts for its investment portfolio under the provisions of
Statement of Financial Accounting Standards No. 115 (SFAS No.  115),
"Accounting for Certain Investments in Debt and Equity Securities."  SFAS No.
115 requires the Corporation to classify debt and equity securities as held to
maturity, trading or available for sale.  The cumulative effect on retained
earnings at September 30, 1995 and December 31, 1994, of adopting SFAS No. 115,
is included as a separate component of shareholders' equity in the consolidated
balance sheet and represents the after-tax effect of adjusting securities
available for sale to fair value.  Prior to the adoption of SFAS No. 115, the
Corporation recorded investment and mortgage-backed securities at amortized
cost.

Securities classified as held to maturity are those that management has the
positive intent and ability to hold to maturity.  Securities classified as
available for sale are those that management intends to sell or that could be
sold for liquidity, investment management, or similar reasons, even if there is
not a present intention for such a sale.

Securities held to maturity are stated at cost, adjusted for amortization of
premiums and accretion of discounts.  Securities available for sale are carried
at fair value with unrealized gains and losses included as a separate component
of shareholders' equity, net of tax.  Gains or losses on dispositions are based
on net proceeds and the adjusted carrying amount of securities sold, using the
specific identification method.





                                       5
<PAGE>   8


                                   UNB CORP.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
       ------------------------------------------------------


On January 1, 1995, the Corporation adopted Financial Accounting Standards
Board Statements No. 114, "Accounting by Creditors for Impairment of a Loan",
and No. 118, "Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosures." SFAS No. 114 specifies that the allowances for
loan losses on impaired loans be measured at the present value of expected
future cash flows, discounted at the loan's original effective interest rate
or, as a practical expedient, at the loan's observable market price or the fair
value of the collateral, if the loan is collateral dependent.  SFAS No. 118
allows a creditor to use existing methods for income recognition on an impaired
loan.

Management analyzes loans on an individual basis and considers a loan to be
impaired when it is probable that all principal and interest amounts will not
be collected according to the loan contract.  Loans which are past due 89 days
or less and that management feels are probable of being paid current within 90
days are not considered to be impaired loans.  As allowed by Statement 114,
Management excludes all consumer installment, residential mortgage, home equity
and credit card less than $300,000 from consideration as impaired.  In
addition, all loans held for sale and leases are excluded from consideration as
impaired under the standard.

Impaired loans are fully or partially charged off when in Management's opinion
an event or events have occurred which provide reasonable certainty that a loss
is probable.  When Management determines that a loss is probable, a full or
partial charge off is recorded for the amount the book value of the impaired
loan exceeds the present value of the cash flows or the fair value of the
collateral, for collateral dependent loans.

SFAS No. 118 allows a creditor to use existing methods for income recognition
on an impaired loan.  All impaired loans for purposes of SFAS No.  114 are
placed on non-accrual status.  However, all non-accrual loans are not
considered impaired because  non-accrual loans which have been brought current
are included on non-accrual status for six months and would not be considered
impaired.

Under this standard, loans considered to be impaired are reduced to the present
value of expected future cash flows or to the fair value of collateral by
allocating a portion of the allowance for loan losses to such loans.  Any
reduction in carrying value through impairment or any change in impairment
based on cash payments received or revised cash flow estimates as determined on
a quarterly basis would be applied against the unallocated portion of the
allowance for loan losses and become a specific allocation of the allowance or
as an addition to the provision for loan losses if the unallocated portion of
the allowance was insufficient to cover the impairment.  Based on Management's
analysis and determination that no loans met the determination as impaired, no
provision for loan losses was recorded in connection with adopting this
standard.  In addition, because there were no loans meeting the criteria as
impaired loans at September 30, 1995 or for the nine months then ended, the
adoption of this standard had no impact on the consolidated financial
statements.





                                       6
<PAGE>   9



                                   UNB CORP.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
       ------------------------------------------------------


Primary earnings per share at September 30, 1995 and 1994 are computed based on
the weighted average shares outstanding during the period.  Fully diluted
earnings per share at September 30, 1995 and 1994 are computed by dividing net
income by the fully diluted weighted average shares outstanding for the period.
Fully diluted shares are calculated by adding the weighted average number of
stock options awarded and outstanding to the weighted average primary shares
outstanding.

Note 2 - Investment Securities
------------------------------

The amortized cost and estimated fair value of the investment and
mortgage-backed securities, available for sale and held to maturity, as
presented on the consolidated balance sheet at September 30, 1995, and December
31, 1994, are as follows:

<TABLE>
<CAPTION>
                                                                           September 30, 1995                 
                                                    ----------------------------------------------------------------
                                                                        Gross                Gross        Estimated
                                                    Amortized          Unrealized         Unrealized         Fair
(in thousands of dollars)                              Cost              Gains              Losses          Value
                                                    ---------          ----------         ----------     ----------
<S>                                                   <C>                <C>                <C>             <C>
Securities available for sale:
 U.S. Treasury securities                             $22,074            $42                  ($84)          $22,032
 Obligations of U.S. government
  agencies and corporations                            24,001             32                  (422)           23,611

Securities held to maturity:
 Obligations of U.S. government
  agencies and corporations                             3,702             --                    (2)            3,700
 Obligations of state and political
  subdivision                                           2,289              6                     --            2,295
  Corporate bonds and other debt
   securities                                           2,129             37                   (37)            2,129
                                                       ------          -----                -------          -------

 Total debt securities                                 54,195            117                  (545)           53,767
Equity securities available for sale                    5,859          1,100                     0             6,959
                                                       ------          -----                -------          -------

 Total investment securities                           60,054          1,217                  (545)           60,726
                                                       ------          -----                -------          -------

Mortgage-backed securities
 available for sale                                    29,515            148                  (451)           29,212

Mortgage-backed securities
 held to maturity                                      25,176            224                    (6)           25,394
                                                      -------           -----               -------          -------

 Total mortgage-backed securities                      54,691            372                  (457)           54,606
                                                      -------          -----                -------          -------

Total investment and mortgage-
 backed securities                                   $114,745         $1,589               ($1,002)         $115,332
                                                     ========         ======               ========         ========
</TABLE>





                                       7
<PAGE>   10


                                   UNB CORP.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
       ------------------------------------------------------


<TABLE>
<CAPTION>
                                                                            December 31, 1994               
                                                    -----------------------------------------------------------------
                                                                          Gross               Gross          Estimated
                                                    Amortized          Unrealized           Unrealized          Fair
(in thousands of dollars)                             Cost                Gains               Losses           Value
                                                      ----                -----               ------           -----
<S>                                                  <C>                  <C>               <C>                 <C>
Securities available for sale
  U.S. Treasury securities                            $19,148                 -               ($552)             $18,596
  Obligations of U.S. government
  agencies and corporations                            45,815                $10             (1,351)              44,474

Securities held to maturity:
  Obligations of state and
   political subdivision                                3,439                 34                 (1)               3,472
 Corporate bonds and other debt
  securities                                            6,582                 10               (106)               6,486
                                                       ------             ------            -------               ------

 Total debt securities                                 74,984                 54             (2,010)              73,028
Equity securities available for sale                    3,960                872                 -                 4,832
                                                       ------             ------             -------              ------

 Total investment securities                           78,944                926             (2,010)              77,860

Mortgage-backed securities
  available for sale                                   32,201                 80             (1,241)              31,040
Mortgage-backed securities
  held to maturity                                     30,546                 -                (731)              29,815
                                                      -------             ------             -------             -------

 Total mortgage-backed securities                      62,747                 80             (1,972)              60,855
                                                      -------             ------             -------             -------

 Total investment and mortgage-
  backed securities                                  $141,691             $1,006            ($3,982)            $138,715
                                                     ========             ======            ========            ========
</TABLE>


During the nine month period ended September 30, 1995 and September 30, 1994,
the proceeds from sales of securities available for sale were $3,123,963 and
$3,020,246, respectively.  Gross gains of $7,007 and $4,309 were recognized on
those sales, respectively.  For the first nine months of 1995, the net
unrealized increase in market value on available for sale securities was
approximately $2,548,000.  There were no sales or transfers of securities
classified as held-to-maturity.

The amortized cost and estimated fair value of mortgage-backed and debt
securities at September 30, 1995, by contractual maturity, are shown on page 9.
Expected maturities will differ from contractual maturities because borrowers 
may have the right to call or prepay obligations with or without call or 
prepayment penalties.





                                       8
<PAGE>   11
                                   UNB CORP.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
       ------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                   September 30, 1995
                                                                             ----------------------------------
                                                                                                      Estimated
                                                                            Amortized                    Fair
(in thousands of dollars)                                                      Cost                     Value  
                                                                            ---------                 ---------
<S>                                                                          <C>                       <C>        
Securities available for sale:

U.S. Treasuries
  Due in one year or less                                                     $ 11,029                  $ 11,016
  Due after one year through five years                                         11,045                    11,016
                                                                               -------                   -------
    Total                                                                       22,074                    22,032

U.S. Government agencies and corporations
  Due in one year or less                                                        7,998                     7,921
  Due after one year through five years                                         16,003                    15,690
                                                                               -------                   -------
    Total                                                                       24,001                    23,611

  Total debt securities available for sale                                    $ 46,075                  $ 45,643
                                                                               =======                   =======

Securities held to maturity:

U.S. Government agencies and corporations
  Due in one year or less                                                     $  3,702                  $  3,700
                                                                               -------                   -------
    Total                                                                        3,702                     3,700

Obligations of state and political subdivisions
  Due in one year or less                                                        1,581                     1,583
  Due after one year through five years                                            708                       712
                                                                               -------                   -------
    Total                                                                        2,289                     2,295

Corp bonds and other debt securities
  Due in one year or less                                                          388                       388
  Due after one year through five years                                          1,000                       988
  Due after five years through ten years                                           491                       528
  Due after ten years                                                              250                       225
                                                                               -------                   -------
    Total                                                                        2,129                     2,129
                                                                               -------                   -------

        Total securities held to maturity                                    $   8,120                 $   8,124
                                                                               =======                   =======

Mortgage-backed and collateralized
  mortgage obligations available for sale                                    $  29,515                 $  29,212

Mortgage-backed and collateralized
  mortgage obligations held to maturity                                         25,176                    25,394
                                                                               -------                   -------

      Total mortgage-backed and debt securities                              $ 108,886                 $ 108,373
                                                                               =======                   =======
</TABLE>





                                       9
<PAGE>   12

                                   UNB CORP.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
       ------------------------------------------------------


At September 30, 1995 there were no holdings of securities of any one issuer,
other than the U.S. government and its agencies and corporations with an
aggregate book value which exceeds 10% of stockholders' equity.

Note 3 - Loans
--------------

Total loans as presented on the balance sheet are comprised of the following
classifications:

<TABLE>
<CAPTION>
                                                               September 30, 1995           December 31, 1994
                                                               ------------------           -----------------

(in thousands of dollars)
  <S>                                                                  <C>                               <C>
  Commercial, financial and agricultural                               $ 63,839                          $ 55,083
  Commercial, tax exempt                                                  5,935                             6,011
  Commercial real estate                                                 59,551                            53,252
  Residential real estate                                               154,830                           115,354
  Consumer loans                                                        212,101                           179,899
                                                                        -------                           -------

  Total loans                                                          $496,256                          $409,599
                                                                       ========                          ========
</TABLE>

At September 30, 1995 and December 31, 1994, loans on non-accrual status and/or
past due more than 90 days approximated $1,042,000 and $1,058,000,
respectively.  The Other Real Estate Owned balance, net of allowance, at
September 30, 1995, is $325,000.

Note 4 - Allowance for Loan Losses
----------------------------------

A summary of activity in the allowance for loan losses for the nine months
ended September 30, 1995, and September 30, 1994, are as follows:

<TABLE>
<CAPTION>
(in thousands of dollars)                                                 1995                   1994
                                                                          ----                   ----
  <S>                                                                    <C>                       <C>
  Balance - January 1                                                    $6,348                    $6,056
  Provision charged to operating expense                                  1,220                       780
  Loans charged off, net of recoveries                                     (518)                     (572)
                                                                         ------                    ------
  Balance - September 30                                                 $7,050                    $6,264
                                                                         ======                    ======
</TABLE>





                                       10
<PAGE>   13



                                   UNB CORP.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
       ------------------------------------------------------


Note 5 - Concentrations of Credit Risk and
------------------------------------------
         Financial Instruments With Off-Balance Sheet Risk
         -------------------------------------------------

The Corporation offers commercial and consumer credit products to customers
within Stark and surrounding counties.  The Corporation maintains a diversified
credit portfolio, with residential and commercial real estate and consumer
loans comprising approximately 85.9% of the portfolio.  Indirect loans
accounted for 89.1% of installment loans and 79.9% of all consumer loans at
September 30, 1995.  The dealer network from which the indirect loans are
generated includes 138 active relationships, the largest of which was
responsible for 7.7% of total indirect volume for the year-to-date 1995.

The Corporation is a party to financial instruments with off-balance sheet
risk.  These instruments are required in the normal course of business to meet
the financial needs of its customers.  The contract or notional amounts of
these instruments are not included in the consolidated financial statements.
At September 30, 1995, the contract or notional amounts of these instruments,
which primarily include commitments to extend credit, standby letters of credit
and financial guarantees, and interest rate swaps totaled $132,354,000.

At September 30, 1995, the Corporation held one interest rate swap agreement
with a notional amount of $7.0 million.  The notional amount of the interest
rate swap does not represent an amount exchanged by the parties and is not a
measure of the Corporation's exposure through its use of derivatives.  The
amounts exchanged are determined by reference to the notional amount and the
other terms of the interest rate swap.  The agreement calls for quarterly
reductions in the notional amount with a final expiration of November 27, 2000.
Variable interest payments received are based on the three month LIBOR rate
which is adjusted on a quarterly basis.  The LIBOR rate in effect at September
30, 1995 was 5.9375% while the fixed rate to be paid through the remainder of
the contract is 2.88%.  The income from this agreement for the nine months
ended September 30, 1995 was approximately $168,200.  For the nine months ended
September 30, 1994 the cost was approximately $173,100, which was charged to
income.  The market value of this swap at September 30, 1995 was a positive
$520,460.  Under the terms of this contract, future changes in LIBOR will
affect the payments received, the income or expense generated by the swap and
its market value.

Note 6 - FHLB Advances
----------------------

Long-term debt at September 30, 1995 is comprised of advances from the Federal
Home Loan Bank (FHLB).  Pursuant to collateral agreements with the FHLB,
advances are secured by all FHLB stock and qualifying first mortgage loans.
Advances at September 30, 1995 have original principal balances totaling
$31,595,000.  Interest expense on FHLB advances for the nine months ending
September 30, 1995 was approximately $1,500,000.





                                       11
<PAGE>   14





                                   UNB CORP.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
       ------------------------------------------------------


A summary of FHLB advances outstanding follows (in thousands):

<TABLE>
<CAPTION>
                     Maturity                   Interest                       Amount
                     ----------------------------------------------------------------
                     <S>                         <C>                           <C>
                     1995                           4.50%                      $   235
                     1996                        4.85%-6.50%                     8,245
                     1997                        5.15%-5.30%                     2,260
                     1998                        5.35%-7.85%                     4,775
                     1999                        5.50%-7.95%                     4,785
                     2000                        6.00%-8.00%                    10,300
                     2001                           6.10%                          315
                     2002                           6.25%                          330
                     2003                           6.25%                          350
                     -----------------------------------------------------------------
                     Total                                                      $31,595
                     ==================================================================
</TABLE>

Note 7 - Acquisition
--------------------

Effective September 16, 1994, United National Bank & Trust Company, a wholly
owned subsidiary of UNB Corp., acquired from the Resolution Trust Corporation
("RTC") certain assets and assumed certain deposit and other liabilities of the
former TransOhio Federal Savings Bank ("TransOhio") headquartered in Cleveland,
Ohio, pursuant to an agreement of the same date.

The TransOhio acquisition has been accounted for as a purchase, and
accordingly, the acquired assets and liabilities were recorded based on the
fair values at the date of acquisition.  A summary of assets acquired and
liabilities assumed follows (in thousands):

<TABLE>
<S>                                                       <C>                                  
ASSETS
Cash and non-interest bearing balances with bank          $   375
                                                              ---
         Total cash and cash equivalents                      375

Premises and equipment                                        224
Accrued interest receivable and other assets                    2
Funds receivable from the Resolution Trust Corporation     63,142
Purchase premium                                            6,630
                                                          -------
         Total assets                                     $70,373
                                                          =======

LIABILITIES
Deposits:
Non-interest bearing                                      $ 2,291
Interest bearing                                           66,953
                                                          -------
         Total deposits                                   $69,244

Accrued interest payable and other liabilities              1,129
                                                          -------
         Total liabilities                                $70,373
                                                          =======
</TABLE>

The effect of the TransOhio acquisition is included in the results of
operations prospectively from the date of acquisition.  The pro forma effect of
this acquisition on prior periods is not shown herein as United National Bank &
Trust Co. did not acquire the entire businesses of the seller and historic
operating results for the assets acquired and liabilities assumed is not
available.





                                       12
<PAGE>   15
                                   UNB CORP.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (continued)
                     -------------------------


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

INTRODUCTION
------------

The following areas of discussion pertain to the consolidated financial
statements of UNB Corp. at September 30, 1995, compared to December 31, 1994,
and the results of operations for the year-to-date period ending September 30,
1995, compared to the same period in 1994.  It is the intent of this discussion
to provide the reader with a more thorough understanding of the consolidated
financial statements and supporting schedules, and should be read in
conjunction with those consolidated financial statements and schedules.

UNB Corp. is not aware of any trends, events, or uncertainties that might have
a material effect on the soundness of operations; neither is UNB Corp. aware of
any proposed recommendations by regulatory authorities which would have a
similar effect if implemented.

On September 16, 1994, the United National Bank & Trust Co., a wholly owned
subsidiary of UNB Corp., assumed approximately $70.4 million in deposits and
other liabilities of TransOhio Federal Savings Bank, a federal savings and loan
association headquartered in Cleveland, Ohio, which has been placed in
receivership by the Office of Thrift Supervision and operated by the Resolution
Trust Corporation.  In addition to the deposits assumed, the Bank also acquired
approximately $63.8 million in cash, premises, equipment and other assets while
paying a premium of $6.6 million for the liabilities assumed.  The four banking
offices acquired by the Bank, located in northern Stark and southern Summit
counties, are being operated as part of the Bank's branch office network.

Management believes that the acquisition will enhance the Bank's long-term
profitability and has projected a positive impact of approximately $300,000 for
the 1995 fiscal year, with the majority coming in interest margin through
increased balance sheet size.

FINANCIAL CONDITION
-------------------

Total assets at September 30, 1995 were $669,761,000, an increase of
$68,677,000, or 11.4%, over year-end 1994.  A decrease in cash and cash
equivalents of $3,141,000, coupled with increases in Federal Funds sold and
interest bearing deposits with banks of $9,725,000 and $76,000, respectively,
combined for a net increase in highly liquid balances of $6,660,000.
Maturities and principal reductions in the investment and mortgage-backed
security portfolios, net of purchases, of $24,231,000 and proceeds from sales
of securities available for sale of $3,124,000 were used to fund a portion of
the exceptional growth experienced in the loan portfolio of $86,657,000, which
is a 21.2% increase over balances at December 31, 1994.





                                       13
<PAGE>   16

                                   UNB CORP.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (continued)
                     -------------------------


All of the loan categories experienced significant loan growth for the first
nine months of the year with the consumer and mortgage portfolios exhibiting
the largest increases of $32,202,000 and $39,476,000, respectively.  Earning
assets at September 30, 1995 increased to $621,934,000 from $550,019,000 at
December 31, 1994, an increase of $71,915,000, or 13.1%.  The ratio of earning
assets to total assets increased slightly from 91.5% at year-end 1994 to 92.9%
at September 30, 1995.

Total deposits at September 30, 1995 of $523,637,000 represent an increase of
$36,866,000 or 7.6% from year-end 1994.  Non-interest bearing demand deposits
have returned to year-end 1994 levels despite experiencing some seasonal
run-off in balances during the first quarter of 1995.  Interest-bearing demand
deposits have experienced a decline of approximately $6,523,000, or 8.9%, since
year-end 1994, primarily in response to increases in service charges on these
accounts especially in the acquired branches from TransOhio.  Savings deposits
decreased $11,357,000 while certificates of deposit increased $51,137,000 from
year-end 1994.  The decrease in savings balances and corresponding increase in
certificates of deposit reflects depositors searching for higher yields
available both in certificates of deposit and in alternative investments found
outside the banking industry, particularly in mutual funds.  During the first
quarter of 1995, the Bank turned to alternative sources of funding in the forms
of short-term repurchase agreements and Federal Home Loan Bank advances as a
substitute for deposits, increasing the balances outstanding by the end of the
second quarter of 1995 by $6,690,000 and $14,935,000, respectively, from
year-end 1994.  During the second quarter of 1995, as the market experienced
declining U.S. Treasury rates, the Bank's emphasis on funding growth shifted to
attracting and retaining Certificates of Deposits.  This strategy was carried
through the third quarter of 1995, during which time the Bank offered very
competitive rates on its certificates in all maturity ranges.

The Bank's net loan-to-deposit ratio at September 30, 1995 was 93.4% compared
to 82.8% at year-end 1994.  The growth in this ratio for the first nine months
of 1995 reflects the impact of both exceptional loan growth, coupled with the
funding of that growth through alternative sources of funds as well as the
difficulty in raising deposits quickly due to the increased competition for
deposits from both traditional bank and non-bank sources.  Management has
allowed this ratio to increase to its current levels because it believes that
the recent levels of loan demand are tapering off due to the seasonality of the
indirect consumer loan and mortgage loan businesses as well as seasonality in
commercial line of credit usage.  As loan demand slows, loan repayments will
cause this ratio to decline.  In addition, the Bank will begin offering in the
mid-fourth quarter of 1995, a new money market deposit product with a tiered
rate structure tied to the 13 week T-Bill discount rate to meet the competition
for and to reduce the outflow of core deposits.

Total shareholder's equity at September 30, 1995 was $63,581,000 which was an
increase of $4,941,000, or 8.4%, from year-end 1994.  The major two
contributors to this increase were net income for the first nine months of 1995
of $5,357,000 and a decrease of $1,681,000 in the unrealized loss on investment
securities available for sale.  The exercise of executive stock options
increased shareholders' equity an additional $28,000.  These increases were
partially offset by the payment of quarterly cash dividends of $2,125,000.





                                       14
<PAGE>   17
                                   UNB CORP.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (continued)
                     -------------------------


RESULTS OF OPERATIONS
---------------------

Net income for the third quarter of $1,964,000 exceeded net income for the same
period in 1994 by $230,000, or 13.3%.  Year-to-date net income of $5,357,000
was $575,000 or 12.0% greater than the same period last year.  The most
significant factor leading to this positive performance was the increase in net
interest income, a direct result of balance sheet growth.  Net interest income
grew from $17,568,000 for the first nine months of 1994 to $20,667,000 for the
nine months of 1995, an increase of $3,099,000, or 17.6%.  For the third
quarter of 1995, net interest income was $7,003,000, which was $942,000, or
15.5% over the same period in 1994.

Total interest income for the third quarter and year-to-date 1995 were
$12,748,000 and $36,350,000, increases of 33.8% and 35.6%, respectively, from
the same periods of 1994.  Total interest expense for the third quarter and
year-to-date 1995 was $5,745,000 and $15,683,000, increases of 65.8% and 69.7%,
respectively for the same periods of 1994.

Net interest margin rate for the first nine months of 1995 and 1994 was 4.75%
and 4.98%, respectively, a decline of 23 basis points.  This decline from the
third quarter of 1994 is attributable to several factors.  Within the lending
portfolio, the Bank has maintained aggressive pricing in its Consumer and
Mortgage Loan portfolios in order to remain competitive in its markets.  This
has been partially offset by the repricing of loans, especially commercial and
commercial real estate loans which are tied to the Prime rate which has
experienced a 100 basis point increase during the period of September, 1994 to
September, 1995.  The change in earning asset mix from the investment portfolio
to loans also offsets some of the reductions in margin due to the differential
in yields earned on the respective portfolios.

With regard to the cost of funds, as market interest rates increased throughout
the latter half of 1994 and the first half of 1995, the Bank has experienced a
shifting in deposit mix from lower rate savings and money market accounts whose
rates have been held stable, to higher cost certificates of deposit.  This was
expected, as certificates of deposit were to be the funding source for loan
growth.  In addition, the acquisition of relatively more expensive TransOhio
deposits in the third quarter of 1994 has impacted the Bank's overall cost of
deposits.  The rates TransOhio paid on savings, NOW and money market accounts
were retained until the end of the first quarter of 1995 when they were brought
in line with the Bank's current rates.  This was done to encourage account
retention in the new branches.  Rates on TransOhio certificates of deposit are
to remain unchanged through the remaining life of the instruments.  To fund
loan growth in the first quarter of 1995, the Bank relied on borrowing
additional funds at competitive rates in the form of Federal Home Loan Bank
advances.  In the second quarter of 1995, the Bank aggressively priced its
certificate of deposit rates in order to maintain existing balances while
successfully attracting new funds, a strategy which has been maintained through
the third quarter of 1995.

The aggressive pricing to attract both new loan and deposit volume and the
resulting decrease in the net interest margin rate was an Asset/Liability
management decision.  The increase in overall revenue of the Bank through
balance sheet growth enabled the





                                       15
<PAGE>   18
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (continued)
                     -------------------------


Corporation to leverage capital and increase the return on equity.  Return on
assets, in Management's opinion a secondary indicator of performance, has
declined due to the strong balance sheet growth.  Management is willing to
temporarily sacrifice a degree of return on asset performance.

Non-interest income for the third quarter shows a decline of $90,000, or 6.5%,
from the same period of 1994.  On a year-to-date basis, non-interest income
shows an increase of less than 1%, from the same period in 1994.  The biggest
factor effecting both third quarter and year-to-date results are reductions in
fee income from the sales of annuities and mutual fund investments of
approximately 55% on a year-to-date basis.  The Bank switched vendors during
the first half of 1995, leaving the branches without sales support for most of
the period.  Expectations are that this source of fee income will resume to
previous levels with a new, dedicated sales force which was put in place at the
end of the second quarter of 1995.  Also, a significant factor is the decline
in service charges on deposits brought about by a realignment of the Bank's
transactional account products and related changes in fee structures which were
instituted in the beginning of the fourth quarter of 1994.  These declines were
partially offset by increases posted in Trust Department income and gains on
mortgage loan sales which both were positively effected by movements in
treasury rates during the period.

Non-interest expense for the third quarter and year-to-date increased by
$233,000 and $1,737,000, increases of 5.0% and 12.5%, respectively, from the
same periods in 1994. These increases were primarily the result of the
TransOhio acquisition.  The major categories experiencing increases were salary
and benefits, occupancy, FDIC premiums, supplies expense and the amortization
of intangible assets booked as part of the TransOhio acquisition transaction.

The Bank will be affected by a plan adopted by the Federal Deposit Insurance
Corporation ("FDIC") for a one time assessment to recapitalize the Savings
Association Insurance Fund ("SAIF") which insures approximately $113,000,000 in
deposits which the Bank acquired in "Oakar transactions" from the Resolution
Trust Company ("RTC") in the First Savings and Loan Company, F.A. of Massillon
and TransOhio Federal Savings Bank acquisitions.  The proposed assessment rate
is $0.875 per $100 of these deposits held by financial institutions at either
March 31, June 30, or December 31, 1995 and would be due in early January,
1996.  Deposits acquired through Oakar transactions will receive a 60%
reduction in the assessment.  Based on the most recent information available,
the Bank will pay an additional assessment of approximately $628,000.  Then in
1996, the Bank's regular assessment on SAIF insured deposits would decrease to
possibly as low as $0.04 per $100 of deposits from the current rate of $0.23
per $100 of deposits, the same rate which the Bank is currently assessed on its
remaining deposits which are insured under the Bank Insurance Fund ("BIF") of
the FDIC.  The BIF premium was reduced in June of 1995 from a rate of $0.23 per
$100 of deposits to $0.04 per $100 of deposits, as part of the above mentioned
plan due to the overcapitalization of the BIF which occurred in the second
quarter of 1995.  The overall impact of these changes in 1996 will be a net
increase in FDIC premiums over those paid in 1995 of approximately $155,000.





                                       16
<PAGE>   19
                                   UNB CORP.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (continued)
                     -------------------------


Primary earnings per share for the third quarter of 1995 increased $.07, or
11.5%, over the same period in 1994.  On a year-to-date basis, primary earnings
per share increased $.19, or 11.3% from the same period in 1994.  On a fully
diluted basis, earnings per share increased 12.1% for the third quarter and
11.2% for the year-to-date.

The Bank has continued involvement in legal proceedings concerning a parcel of
OREO property.  The Bank has clear title on the property which is recorded on
the balance sheet at the expected net realizable value of $325,000.  An
assessment by an environmental firm contracted by the Bank revealed some levels
of contamination and provided a remediation plan regarding the property's
cleanup with estimated costs of $75,000.  The responsible party, which under
Ohio Underground Storage Tank Regulations was the owner of the facility at the
date it was taken out of service, has contracted with an independent
environmental engineer who has filed a report in early July of this year with
the State of Ohio's Bureau of Underground Storage Tanks ("BUST").  The Bank is
attempting to contact the field agent of BUST to determine a ruling on the
filed report.  The ruling can take from 60 days to six months to be rendered.
Upon receipt of that ruling, the Bank will determine its legal recourse with
the responsible party.  The Bank expects to retain ownership of the property
into 1996 and believes the property cannot be marketed until resolution of the
environmental issue.

ALLOWANCE FOR LOAN LOSSES
-------------------------

The provision for loan losses for the nine month period ended September 30,
1995, was increased $440,000 compared to the same period in 1994, primarily due
to the increase in the loan portfolio size.  The Bank's reserve-to-loan ratio
decreased to 1.42%, or 13 basis points from 1994 year-end, also a result of
increased loan volume.  The provision for loan losses charged to operating
expense was based on Management's evaluation of the loan portfolio, the
adequacy of the allowance for loan losses under current economic conditions and
current and anticipated loan growth.  An analyses of the allowance for loan
losses is provided on page 21.  During the third quarter of 1995 a change in
the methodology used to determine the allocation of the allowance for loan
losses among the various loan categories was approved by the Executive
Committee of the Board of Directors and instituted by Management.  Management
will continue to use the same three methodologies it has historically used to
determine the allocation of the allowance, however, it will select the single
methodology that results in the highest aggregate calculation for allocation of
the allowance among the various loan categories, and not the highest specific
allocation for each loan category from among the three methodologies.
Management believes this change will reflect a more reliable analysis of the
Bank's risk of loan loss.  An analysis of the allocation of the allowance for
loan losses is found on page 22.

Non-accrual loans at September 30, 1995 totaled $848,000 versus $1,039,000 at
year-end 1994, a decrease of $191,000.  Due to the growth experienced in the
loan portfolio the first nine months of 1995 and the decrease in non-accrual
loans for the same period, the ratio of non- accrual loans to total loans
outstanding has decreased to 0.17% from 0.25% at year-end 1994.  For the first
nine months of 1995, net charge-offs as a percentage of average loans
outstanding was 0.11% versus 0.15% for the same period in 1994.





                                       17
<PAGE>   20
                                   UNB CORP.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (continued)
                     -------------------------


CAPITAL RESOURCES
-----------------

Shareholders' equity totaled $63,581,000 at September 30, 1995, compared to
$58,640,000 at December 31, 1994.  Equity-to-assets was 9.49% at September 30,
1995 versus 9.76% at year-end 1994, with the decrease of 27 basis points
reflecting the impact of significant growth in the balance sheet for the first
nine months of 1995.  The rate of primary capital (shareholders' equity plus
the allowance for loan losses less intangible assets) to total adjusted assets
was 9.24%.  The risk-based capital ratio was 12.69% while the tier I and core
leverage ratios reached 11.43% and 8.42%, respectively.  The levels achieved in
these ratios are substantially above required regulatory minimums and maintain
the Corporation in the "well capitalized" category.

The dividend of $0.74 per share for the first nine months of 1995 was 8.8%
greater than the $0.68 dividend paid for the same period of 1994.  The
dividend, representing 39.7% of the first nine month's earnings, falls within
the Corporation's dividend policy which provides for cash dividend payouts
within a range of 35% to 45% of earnings.

The adoption of Financial Accounting Standard Board Statement No. 115,
"Accounting for Certain Investments in Debt and Equity Securities", requires
that securities which the Bank has classified as "Available-for-Sale" are
recorded at market value with any adjustments recorded to equity.  The decline
in interest rates in several maturity ranges of the treasury curve since the
end of 1994 has eliminated the unrealized loss in market value of these
securities and the resulting negative impact on shareholders' equity.  At
September 30, 1995, an unrealized gain of $241,000 reflects an increase in
Shareholders Equity of $1,682,000 since year-end 1994.

LIQUIDITY
---------

Liquidity measures the Corporation's ability to meet the cash demands and
credit needs of its customers and is provided by the ability to readily convert
assets to cash and raise funds in the market place.  Total cash, federal funds
sold and investments available for sale (including money market investments) of
$119,453,000 represent 17.8% of total assets at September 30, 1995.  Of the
investments available for sale, $45,643,000 are held in U.S. Treasury and
Agency securities, 41.5% of which mature within one year.  Approximately
$75,603,000 of total Corporate securities is pledged as collateral to secure
public funds or other obligations.  The Corporation's ability to raise funds in
the market place is provided by the Bank's branch network which administers to
its strong deposit base, in addition to the availability of Federal Home Loan
Bank (FHLB) advance borrowing, brokered deposits, Federal Funds purchased and
securities sold under agreement to repurchase.  The strong loan demand
experienced throughout the first nine months of 1995 coupled with the funding
of that growth through FHLB borrowings and repurchase agreements in the first
quarter of 1995 have resulted in a net loan-to-deposit ratio of 93.4%, up from
the 1994 year-end ratio of 82.8%.

The Bank's cumulative GAP reflects a 5.95% liability sensitive position in the
time frame of less than one year at September 30, 1995.  Rate sensitive assets
are defined as total assets less cash and cash equivalents and other assets.
Rate sensitive





                                       18
<PAGE>   21
                                   UNB CORP.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (continued)
                     -------------------------


liabilities are defined as total liabilities less regular checking and total
other liabilities.  The Bank uses a modified GAP position in which the majority
of traditional savings and NOW account balances are placed in the five year
time frame which assumes this portion of these deposits to be rate insensitive. 
The remainder of these balances, attributable to funds from maturing
certificates of deposit during 1992 and 1993, a period of unusually low
interest rates, are placed in the one month time frame reflecting the
assumption that these balances are sensitive to rising rates and will reprice
into certificates of deposit with rising rates.  This assumption coincides with
the Bank's current experience.  In its Asset and Liability Policy, the Bank has
set limits of +/- 10% for the one year time frame and manages its portfolio of
rate sensitive assets and liabilities to remain within those limits.  The
current one year cumulative GAP position falls within the Bank's guidelines. 
It is unclear what impact this GAP position will have on the Bank's net
interest margin in the near future given fairly stable interest rates
experienced recently and the Federal Reserve's reluctance to move interest
rates with the coming of an election year in 1996.  See the GAP table on page
20 for more detailed data on the Bank's GAP position.

CONCENTRATION OF CREDIT RISK
----------------------------

The Corporation maintains a diversified credit portfolio, with consumer loans
comprising the most significant portion.  Credit risk is primarily subject to
loans made to businesses and individuals in Stark and surrounding counties.
Management believes this risk to be general in nature, as there appears to be
no material overconcentration of retail loans to employees of large
corporations.  To the extent possible, the Corporation diversifies its loan
portfolio by avoiding industry concentrations in order to limit its credit
risk.

IMPACT OF FDICIA
----------------

The Federal Deposit Insurance Corporation Improvement Act (FDICIA) applies to
federally insured financial institutions with total assets in excess of $500
million.  FDICIA mandates that beginning in 1995, Management report on the
effectiveness of internal controls over financial reporting and compliance with
certain laws and regulations. It further requires independent auditors to
attest to Management's report on the effectiveness of internal controls and to
perform specified agreed upon procedures related to compliance with certain
laws and regulations.





                                       19
<PAGE>   22
Gap Analysis Ratios:

<TABLE>
<CAPTION>
                     9/94*  10/94*  11/94    12/94     1/95     2/95     3/95     4/95     5/95     6/95     7/95     8/95     9/95
<S>                  <C>    <C>    <C>      <C>      <C>      <C>      <C>      <C>       <C>     <C>      <C>      <C>      <C>
Cumulative Bank GAP                 66,405   63,893   62,458   62,410   62,386   66,085   70,554   66,272   70,254   71,293   74,051

Rate Sensitive Asset 
to Rate Sensitivity 
Liability (%)                      114.30%  113.67%  113.22%  112.84%  112.64%  113.40%  113.90%  112.90%  113.74%  113.74%  114.01%

Adjusted GAP Percentage:
------------------------
3 Months Cum GAP %                  -4.91%   -7.74%   -8.73%   -7.08%   -6.06%   -7.93%   -5.12%   -3.13%   -4.10%   -4.79%   -4.55%
6 Months Cum GAP %                  -4.85%  -10.30%  -12.68%   -9.95%   -6.47%   -5.82%   -3.23%   -3.38%   -5.71%   -5.43%   -6.25%
12 Months Cum GAP %                 -2.66%   -7.07%   -7.18%   -5.49%   -0.92%    0.02%    2.03%   -2.44%   -7.48%   -6.14%   -5.95%

*9/94 and 10/94 GAPs not available due to TransOhio branches not being converted to United Bank's
    deposit system until mid November.
United Bank policy/guideline limits: +/-10%
12 Month Cum GAP %                  -2.66%   -7.07%   -7.18%   -5.49%   -0.92%    0.02%    2.03%   -2.44%   -7.48%   -6.14%   -5.95%
-10%                               -10.00%  -10.00%  -10.00%  -10.00%  -10.00%  -10.00%  -10.00%   -10.0%  -10.00%   -10.0%  -10.00%
+10%                                10.00%   10.00%   10.00%   10.00%   10.00%   10.00%   10.00%    10.0%   10.00%    10.0%   10.00%

</TABLE>

                                       22
<PAGE>   23
                                   UNB CORP.
                   ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

                              (VALUATION RESERVES)

                               SEPTEMBER 30, 1995

                                (000'S omitted)

<TABLE>
<S>                                                                           <C>
Balance at December 31, 1994                                                  $6,348
                                                                            
       Charge-Offs (Domestic):                                              
                     Commercial, Financial, Agricultural                      $    26
                     Real Estate - Commercial                                      20
                     Real Estate - Residential                                     71
                     Consumer Loans                                               893
                                                                               ------
                            Total Charge-Offs                                  $1,010
                                                                               ======
       Recoveries (Domestic):                                               
                     Commercial, Financial, Agricultural                      $    28
                     Real Estate - Commercial                                      26
                     Real Estate - Residential                                     34
                     Consumer Loans                                               404
                                                                               ------
                            Total Recoveries                                   $  492
                                                                               ======
       Net Charge-Offs                                                         $  518
                                                                               ======
       Additions Charged to Operations                                         $1,220
                                                                            
Balance at September 30, 1995                                                  $7,050
                                                                               ======
                                                                            
Ratio of net charge-offs during this                                        
 quarter to average loans outstanding                                            .05%
                                                                               ===== 
                                                                            
Allowance as a percentage of total loans                                        1.42%
                                                                               ===== 
</TABLE>

                                       21


<PAGE>   24
                                   UNB CORP.
                  ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

                               SEPTEMBER 30, 1995

                                (000'S omitted)


<TABLE>
<CAPTION>
                                                                                            Percent of
                                                                                              loans
                                                                                         in each category
                                                                  Amount                   to total loans
                                                                  ------                   --------------
<S>                                                              <C>                         <C>
Domestic:
 Commercial, Financial, Agricultural                             $ 1,934                      14.06%
 Real Estate - Commercial                                            691                      12.00%
 Real Estate - Residential                                           246                      31.20%
 Consumer Loans                                                    3,046                      42.74%

Foreign:                                                             -0-                        N/A
Unallocated:                                                       1,133                        N/A 
                                                                   -----                     -------

Valuation Reserve on September 30, 1995                           $7,050                     100.00%
                                                                  ======                     =======
</TABLE>





                                       22
<PAGE>   25
                                   UNB CORP.
                          PART II - OTHER INFORMATION

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

UNB Corp. held its Annual Meeting of Shareholders on April 18, 1995, for the
purpose of electing directors.  Shareholders received proxy materials
containing the information required by this item.  Results of shareholder
voting on this issue were as follows:

Election of Directors

<TABLE>
<CAPTION>
                        Edgar W. Jones, Jr.             James A. O'Donnell             Donald W. Schneider
                        -------------------             ------------------             -------------------
  <S>                                 <C>                              <C>                            <C>
  For                                 2,326,984                        2,347,067                     2,346,805
  Against                                21,586                            1,503                         1,765
  Shares not
   voted by Brokers                      77,724                           77,724                        77,724
</TABLE>

Item 5 - Other Information
---------------------------

  N/A

Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------

<TABLE>
<CAPTION>
A.    Exhibit
      Number              Exhibit
      -------             -------
        <S>               <C>
        27                Financial Data Schedule (1)
</TABLE>

B.    Reports - Form 8-K - No reports on Form 8-K were filed by the Registrant
during the first nine months of 1995.

(1)Filed only in electronic format pursuant to Item 601(b)(27) of
   Regulation S-K.

SIGNATURES

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.


                                                                   UNB CORP.
                                                                   (Registrant)


Date November 13, 1995                     /s/ James J. Pennetti
     -------------------------------       ------------------------------------
                                             James J. Pennetti
                                             (Duly authorized officer and
                                              Treasurer, UNB Corp.





                                       23