TABLE OF CONTENTS




|                                |                                                                                                |                                                            |  |  |  |  |  | 
|------------------------------- | ---------------------------------------------------------------------------------------------- | ---------------------------------------------------------- |  |  |  |  |  | 
|Part I -- Financial Information
|                                | Item 1 -- Financial Statements                                                                
|                                |                                                                                                | CONSOLIDATED BALANCE SHEETS                               
|                                |                                                                                                | CONSOLIDATED STATEMENTS OF INCOME                         
|                                |                                                                                                | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME           
|                                |                                                                                                | CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
|                                |                                                                                                | CONSOLIDATED STATEMENTS OF CASH FLOWS                     
|                                |                                                                                                | Notes to Consolidated Financial Statements                
|                                | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|                                | Item 3. Quantitative and Qualitative Disclosures About Market Risk                            
|Part II -- Other Information   
|                                | Item 1 -- Legal Proceedings                                                                   
|                                | Item 2 -- Changes in Securities and Use of Proceeds                                           
|                                | Item 3 -- Defaults Upon Senior Securities                                                     
|                                | Item 4 -- Submission of Matters to a Vote of Security Holders                                 
|                                | Item 5 -- Other Information                                                                   
|                                | Item 6 -- Exhibits and Reports on Form 8-K                                                    
|EXHIBIT 27.1                   
|EXHIBIT 27.2                   



---



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, 2000

Commission file number 0-13270

UNB CORP.






|                                                                                      |  |                                                  
|------------------------------------------------------------------------------------- |  | -------------------------------------------------
|Ohio(State or other jurisdiction of
        incorporation or organization)            |  | 34-1442295(I.R.S. Employer Identification Number)
|                                                                                     
|220 Market Avenue, South
        Canton, Ohio(Address of principal executive offices) |  | 44702(Zip Code)                                  

Registrants telephone number, including area code
(330) 454-5821

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 report), and (2) has been subject
to such filing requirements for the past 90 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, 2000 10,436,814 Common Shares



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##### Table of Contents



UNB CORP.

FORM 10-Q

QUARTER ENDED September 30, 2000




Part I  Financial Information




Item 1  Financial Statements

Interim financial information required by Rule 10-01 of
Regulation S-X (17 CFR Part 210) is included in this
Form 10Q as referenced below:

|                                                                                                       |                                                                              |           |       |      | 
|------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------- | --------- | ----- | ---- | 
|                                                                                                       |                                                                              | Page     
|                                                                                                       |                                                                              | Number(s)
|                                                                                                       |                                                                              |          
|Consolidated Balance Sheets                                                                            |                                                                              |           | 1     |     
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                       | Consolidated Statements of Income                                            |           |       | 2    | 
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                       | Consolidated Statements of Comprehensive Income                              |           |       | 3    | 
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                       | Condensed Consolidated Statements of Changes in
        Shareholders Equity |           |       | 4    | 
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                       | Consolidated Statements of Cash Flows                                        |           |       | 5    | 
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                       | Notes to the Consolidated Financial Statements                               |           |       | 6-12 | 
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Item 2  Managements Discussion and
        Analysis of Financial Condition and Results of Operations |                                                                              |           | 13-20 |     
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Item 3  Quantitative and Qualitative Disclosures
        About Market Risk                            |                                                                              |           | 21-22 |     
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Part II  Other Information                                                                            |                                                                              |           |       |     
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Item 1  Legal Proceedings                                                                             |                                                                              |           | 23    |     
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Item 2  Changes in Securities                                                                         |                                                                              |           | 23    |     
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Item 3  Defaults Upon Senior Securities                                                               |                                                                              |           | 23    |     
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|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 of Contents



U N B   C O R P.






CONSOLIDATED BALANCE SHEETS


|                                                                                                                        |                                    |                                |                |                            |                                            |         |           |           |         |         |         |         | 
|----------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | ------------------------------ | -------------- | -------------------------- | ------------------------------------------ | ------- | --------- | --------- | ------- | ------- | ------- | ------- | 
|                                                                                                                        |                                    | September 30,                  |                | December 31,              
|                                                                                                                        |                                    | 2000                           |                | 1999                      
|(In thousands except per share data)                                                                                    |                                    |                                |                |                           
|ASSETS                                                                                                                  |                                    |                                |                |                            |                                            |         |           |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Cash and cash equivalents                                                                                               |                                    | $                              | 30,186         |                            |                                            | $       | 48,354    |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Federal funds sold                                                                                                      |                                    |                                | 500            |                            |                                            |         | 0         |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Interest bearing deposits with banks                                                                                    |                                    |                                | 3,233          |                            |                                            |         | 568       |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Securities, net (Fair value:                                                                                            |                                    |                                |                |                            |                                            |         |           |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                        | $40,330 and $51,831, respectively) |                                |                | 40,338                     |                                            |         |           | 51,835    |        
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Mortgage-backed securities (Fair value:                                                                                 |                                    |                                |                |                            |                                            |         |           |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                        | $78,703 and $81,848, respectively) |                                |                | 78,699                     |                                            |         |           | 81,842    |        
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Loans originated and held for sale                                                                                      |                                    |                                | 1,643          |                            |                                            |         | 671       |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Loans:                                                                                                                  |                                    |                                |                |                            |                                            |         |           |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                        |                                    | Total loans                    |                |                            | 858,488                                    |         |           |           | 774,820 |        
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                        |                                    | Less allowance for loan losses |                |                            | (12,619                                    | )       |           |           | (13,174 | )      
|                                                                                                                       
|                                                                                                                        |                                    |                                | Net loans      |                            |                                            | 845,869 |           |           |         | 761,646 |        
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Premises and equipment, net                                                                                             |                                    |                                | 10,937         |                            |                                            |         | 10,657    |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Intangible assets                                                                                                       |                                    |                                | 2,647          |                            |                                            |         | 3,336     |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Accrued interest receivable and other assets                                                                            |                                    |                                | 13,187         |                            |                                            |         | 11,620    |          
|                                                                                                                       
|                                                                                                                        |                                    |                                |                | Total Assets               |                                            | $       | 1,027,239 |           |         | $       | 970,529 |        
|                                                                                                                       
|LIABILITIES                                                                                                             |                                    |                                |                |                            |                                            |         |           |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Deposits:                                                                                                               |                                    |                                |                |                            |                                            |         |           |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                        |                                    | Noninterest bearing deposits   |                | $                          | 100,800                                    |         |           | $         | 90,790  |        
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                        |                                    | Interest bearing deposits      |                |                            | 726,199                                    |         |           |           | 673,444 |        
|                                                                                                                       
|                                                                                                                        |                                    |                                | Total deposits |                            |                                            | 826,999 |           |           |         | 764,234 |        
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Short-term borrowings                                                                                                   |                                    |                                | 68,544         |                            |                                            |         | 74,107    |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Long-term debt                                                                                                          |                                    |                                | 52,034         |                            |                                            |         | 54,332    |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Accrued taxes, expenses and other liabilities                                                                           |                                    |                                | 6,436          |                            |                                            |         | 7,182     |          
|                                                                                                                       
|                                                                                                                        |                                    |                                |                | Total Liabilities          |                                            |         | 954,013   |           |         |         | 899,855 |        
|                                                                                                                       
|SHAREHOLDERS EQUITY                                                                                                    |                                    |                                |                |                            |                                            |         |           |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Common stock ($1.00 stated value, 50,000,000 shares authorized;
        11,646,285 and 11,646,310 issued, respectively) |                                    |                                | 11,646         |                            |                                            |         | 11,646    |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Paid-in capital                                                                                                         |                                    |                                | 28,949         |                            |                                            |         | 29,008    |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Retained earnings                                                                                                       |                                    |                                | 54,259         |                            |                                            |         | 47,011    |          
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Treasury stock, 1,204,126 and 894,081 shares at cost                                                                    |                                    |                                | (21,928        | )                          |                                            |         | (17,952   | )        
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Accumulated other comprehensive income                                                                                  |                                    |                                | 300            |                            |                                            |         | 961       |          
|                                                                                                                       
|                                                                                                                        |                                    |                                |                | Total Shareholders Equity |                                            |         | 73,226    |           |         |         | 70,674  |        
|                                                                                                                       
|                                                                                                                        |                                    |                                |                |                            | Total Liabilities and Shareholders Equity |         | $         | 1,027,239 |         |         | $       | 970,529 | 
|                                                                                                                       

See Notes to the Consolidated Financial Statements

1



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##### Table of Contents



U N B   C O R P.






CONSOLIDATED STATEMENTS OF INCOME


|                                                    |                                                                             |                    |                      |                        |        |       |        |            |        |       |        |            |        |        |        |            |        |        |        | 
|--------------------------------------------------- | --------------------------------------------------------------------------- | ------------------ | -------------------- | ---------------------- | ------ | ----- | ------ | ---------- | ------ | ----- | ------ | ---------- | ------ | ------ | ------ | ---------- | ------ | ------ | ------ | 
|                                                    |                                                                             |                    |                      |                       
|                                                    |                                                                             | Three Months Ended |                      | Nine Months Ended     
|                                                    |                                                                             | September 30,      |                      | September 30,         
|                                                    |                                                                             |                    |                      |                       
|                                                    |                                                                             | 2000               |                      | 1999                   |        | 2000  |        | 1999      
|(In thousands except per share data)                |                                                                             |                    |                      |                        |        |       |        |           
|Interest income:                                    |                                                                             |                    |                      |                        |        |       |        |            |        |       |        |            |        |        |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest and fees on loans:                                                 |                    |                      |                        |        |       |        |            |        |       |        |            |        |        |        |            |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                             | Taxable            |                      | $                      | 18,538 |       |        | $          | 15,043 |       |        | $          | 52,934 |        |        | $          | 43,314 |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                             | Tax exempt         |                      |                        | 58     |       |        |            | 35     |       |        |            | 129    |        |        |            | 96     |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest and dividends on investments & mortgage-backed
        securities: |                    |                      |                        |        |       |        |            |        |       |        |            |        |        |        |            |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                             | Taxable            |                      |                        | 1,883  |       |        |            | 1,960  |       |        |            | 5,806  |        |        |            | 5,802  |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                             | Tax exempt         |                      |                        | 40     |       |        |            | 2      |       |        |            | 91     |        |        |            | 2      |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest on bank deposits and federal funds sold                            |                    |                      | 174                    |        |       |        | 167        |        |       |        | 542        |        |        |        | 472        |       
|                                                   
|                                                    |                                                                             |                    |                      | Total interest income  |        |       | 20,693 |            |        |       | 17,207 |            |        |        | 59,502 |            |        |        | 49,686 | 
|                                                   
|Interest expense:                                   |                                                                             |                    |                      |                        |        |       |        |            |        |       |        |            |        |        |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest on deposits                                                        |                    |                      | 9,292                  |        |       |        | 6,586      |        |       |        | 25,952     |        |        |        | 18,529     |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest on short-term borrowings                                           |                    |                      | 988                    |        |       |        | 739        |        |       |        | 2,780      |        |        |        | 2,087      |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest on FHLB advances                                                   |                    |                      | 850                    |        |       |        | 664        |        |       |        | 2,439      |        |        |        | 1,873      |       
|                                                   
|                                                    |                                                                             |                    |                      | Total interest expense |        |       | 11,130 |            |        |       | 7,989  |            |        |        | 31,171 |            |        |        | 22,489 | 
|                                                   
|Net interest income                                 |                                                                             |                    | 9,563                |                        |        |       | 9,218  |            |        |       | 28,331 |            |        |        | 27,197 |           
|                                                   
|                                                   
|                                                   
|                                                   
|Provision for loan losses                           |                                                                             |                    | 128                  |                        |        |       | 561    |            |        |       | 498    |            |        |        | 1,849  |           
|                                                   
|Net interest income after provision for loan losses |                                                                             |                    | 9,435                |                        |        |       | 8,657  |            |        |       | 27,833 |            |        |        | 25,348 |           
|                                                   
|                                                   
|                                                   
|                                                   
|Other income:                                       |                                                                             |                    |                      |                        |        |       |        |            |        |       |        |            |        |        |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Service charges on deposits                                                 |                    |                      | 704                    |        |       |        | 715        |        |       |        | 2,041      |        |        |        | 2,063      |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Trust Department income                                                     |                    |                      | 1,375                  |        |       |        | 1,117      |        |       |        | 4,162      |        |        |        | 3,616      |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other operating income                                                      |                    |                      | 649                    |        |       |        | 687        |        |       |        | 2,250      |        |        |        | 2,159      |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Securities gains, net                                                       |                    |                      | 0                      |        |       |        | 0          |        |       |        | 1,008      |        |        |        | 4,127      |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Gains on loans originated for resale and sold                               |                    |                      | 77                     |        |       |        | 54         |        |       |        | 160        |        |        |        | 485        |       
|                                                   
|                                                    |                                                                             |                    | Total other income   |                        |        | 2,805 |        |            |        | 2,573 |        |            |        | 9,621  |        |            |        | 12,450 |       
|                                                   
|Other expenses:                                     |                                                                             |                    |                      |                        |        |       |        |            |        |       |        |            |        |        |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Salary, wages and benefits                                                  |                    |                      | 3,117                  |        |       |        | 3,259      |        |       |        | 9,725      |        |        |        | 10,111     |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Occupancy                                                                   |                    |                      | 467                    |        |       |        | 416        |        |       |        | 1,317      |        |        |        | 1,274      |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Equipment                                                                   |                    |                      | 1,004                  |        |       |        | 945        |        |       |        | 2,944      |        |        |        | 2,833      |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other operating expense                                                     |                    |                      | 2,101                  |        |       |        | 1,382      |        |       |        | 6,591      |        |        |        | 6,351      |       
|                                                   
|                                                    |                                                                             |                    | Total other expenses |                        |        | 6,689 |        |            |        | 6,002 |        |            |        | 20,577 |        |            |        | 20,569 |       
|                                                   
|Income before income taxes                          |                                                                             |                    | 5,551                |                        |        |       | 5,228  |            |        |       | 16,877 |            |        |        | 17,229 |           
|                                                   
|                                                   
|                                                   
|                                                   
|Provision for income taxes                          |                                                                             |                    | 1,944                |                        |        |       | 1,831  |            |        |       | 5,834  |            |        |        | 5,983  |           
|                                                   
|                                                    | Net income                                                                  |                    | $                    | 3,607                  |        |       | $      | 3,397      |        |       | $      | 11,043     |        |        | $      | 11,246     |       
|                                                   
|Earnings per share:                                 |                                                                             |                    |                      |                        |        |       |        |            |        |       |        |            |        |        |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Basic                                                                       |                    | $                    | 0.35                   |        |       | $      | 0.32       |        |       | $      | 1.05       |        |        | $      | 1.03       |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Diluted                                                                     |                    | $                    | 0.34                   |        |       | $      | 0.31       |        |       | $      | 1.04       |        |        | $      | 1.02       |       
|                                                   
|Dividends per share                                 |                                                                             | $                  | 0.12                 |                        |        | $     | 0.12   |            |        | $     | 0.36   |            |        | $      | 0.36   |           
|                                                   
|Weighted average shares outstanding:                |                                                                             |                    |                      |                        |        |       |        |            |        |       |        |            |        |        |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Basic                                                                       |                    |                      | 10,453,348             |        |       |        | 10,767,419 |        |       |        | 10,557,570 |        |        |        | 10,880,076 |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Diluted                                                                     |                    |                      | 10,528,333             |        |       |        | 10,884,295 |        |       |        | 10,640,636 |        |        |        | 11,020,787 |       
|                                                   

See Notes to the Consolidated Financial Statements

2



---



##### Table of Contents



U N B   C O R P.






CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


|                                                                                        |  |                                                                                                 |                                         |                   |     |      |       |      |      |      |        |  |     |      |        |  |       |        |  
|--------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- | --------------------------------------- | ----------------- | --- | ---- | ----- | ---- | ---- | ---- | ------ |  | --- | ---- | ------ |  | ----- | ------ | -
|                                                                                        |  |                                                                                                 |                                         |                  
|                                                                                        |  | Three Months Ended                                                                              |                                         | Nine Months Ended
|                                                                                        |  | September 30,                                                                                   |                                         | September 30,    
|                                                                                        |  |                                                                                                 |                                         |                  
|                                                                                        |  | 2000                                                                                            |                                         | 1999              |     | 2000 |       | 1999
|(In thousands)                                                                          |  |                                                                                                 |                                         |                   |     |      |       |     
|                                                                                       
|Net Income                                                                              |  | $                                                                                               | 3,607                                   |                   |     | $    | 3,397 |      |      | $    | 11,043 |  |     | $    | 11,246 | 
|                                                                                       
|Other comprehensive income, net of tax Unrealized gains/(losses)
        on securities: |  |                                                                                                 |                                         |                   |     |      |       |      |      |      |        |  |     |      |        | 
|                                                                                       
|                                                                                       
|                                                                                       
|                                                                                       
|                                                                                        |  | Unrealized gains/(losses) arising during the period                                             |                                         |                   | 650 |      |       |      | (443 | )    |        |  | (6  | )    |        |  | 1,603 |       
|                                                                                       
|                                                                                       
|                                                                                       
|                                                                                       
|                                                                                        |  | Less: Reclassified adjustment for accumulated gains/    (losses)
        included in net income |                                         |                   | 0   |      |       |      | 0    |      |        |  | 655 |      |        |  | 2,683 |       
|                                                                                        |  |                                                                                                 |                                         |                   |     |      |       |      |      |      |        |  |     |      |        | 
|                                                                                        |  |                                                                                                 | Unrealized gains/(losses) on securities |                   |     | 650  |       |      |      | (443 | )      |  |     | (661 | )      |  |       | (1,080 | )
|                                                                                        |  |                                                                                                 |                                         |                   |     |      |       |      |      |      |        |  |     |      |        | 
|Comprehensive income                                                                    |  | $                                                                                               | 4,257                                   |                   |     | $    | 2,954 |      |      | $    | 10,382 |  |     | $    | 10,166 | 
|                                                                                        |  |                                                                                                 |                                         |                   |     |      |       |      |      |      |        |  |     |      |        | 

See Notes to the Consolidated Financial Statements

3



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##### Table of Contents



U N B   C O R P.






CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS
EQUITY


|                                                                                                  |  |                   |        |         |  |   |        |  
|------------------------------------------------------------------------------------------------- |  | ----------------- | ------ | ------- |  | - | ------ | -
|                                                                                                  |  |                  
|                                                                                                  |  | Nine Months Ended
|                                                                                                  |  | 9/30/00           |        | 9/30/99
|(In thousands except per share data)                                                              |  |                   |        |        
|Balance at beginning of period                                                                    |  | $                 | 70,674 |         |  | $ | 71,702 |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Net Income                                                                                        |  |                   | 11,043 |         |  |   | 11,246 |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Cash dividends $0.36 and $0.36 per share, respectively                                            |  |                   | (3,796 | )       |  |   | (3,854 | )
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Treasury stock purchases                                                                          |  |                   | (4,050 | )       |  |   | (9,311 | )
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Treasury stock sold and issued for stock options                                                  |  |                   | 16     |         |  |   | 886    |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Change in market value on investment securities available for
        sale, net of deferred taxes |  |                   | (661   | )       |  |   | (1,080 | )
|                                                                                                  |  |                   |        |         |  |   |        |  
|Balance at end of period                                                                          |  | $                 | 73,226 |         |  | $ | 69,589 |  
|                                                                                                  |  |                   |        |         |  |   |        |  

See Notes to the Consolidated Financial Statements

4



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##### Table of Contents



U N B   C O R P.




CONSOLIDATED STATEMENTS OF CASH FLOWS


|                                               |                                                                                    |                                                                                      |                                    |         |         |         |        |         |          |         |  
|---------------------------------------------- | ---------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | ---------------------------------- | ------- | ------- | ------- | ------ | ------- | -------- | ------- | -
|                                               |                                                                                    |                                                                                     
|                                               |                                                                                    | Nine months ended                                                                   
|                                               |                                                                                    | September 30,                                                                       
|                                               |                                                                                    |                                                                                     
|                                               |                                                                                    | 2000                                                                                 |                                    | 1999   
|(In thousands)                                 |                                                                                    |                                                                                      |                                    |        
|Cash flows from operating activities:          |                                                                                    |                                                                                      |                                    |         |         |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net income                                                                         |                                                                                      | $                                  | 11,043  |         |         | $      | 11,246  |         
|                                              
|                                              
|                                              
|                                              
|                                               | Adjustments to reconcile net income to net cash from operating
        activities: |                                                                                      |                                    |         |         |         |        |         |         
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Depreciation and amortization                                                        |                                    |         | 1,052   |         |        |         | 1,109    |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Provision for loan losses                                                            |                                    |         | 498     |         |        |         | 1,849    |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Net securities gains                                                                 |                                    |         | (1,008  | )       |        |         | (4,127   | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Net amortization/(accretion) on securities                                           |                                    |         | (25     | )       |        |         | 74       |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Amortization of intangible assets                                                    |                                    |         | 689     |         |        |         | 748      |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Loans originated for resale                                                          |                                    |         | (8,026  | )       |        |         | (24,379  | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Proceeds from sale of loan originations                                              |                                    |         | 7,214   |         |        |         | 31,071   |        
|                                              
|                                              
|                                              
|                                              
|                                               | Changes in:                                                                        |                                                                                      |                                    |         |         |         |        |         |         
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Interest receivable                                                                  |                                    |         | (826    | )       |        |         | (177     | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Interest payable                                                                     |                                    |         | (182    | )       |        |         | (343     | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Other assets and liabilities, net                                                    |                                    |         | (941    | )       |        |         | (790     | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Deferred income                                                                      |                                    |         | (8      | )       |        |         | (6       | )      
|                                              
|                                               |                                                                                    |                                                                                      | Net cash from operating activities |         |         | 9,480   |        |         |          | 16,275  |  
|                                              
|Cash flows from investing activities:          |                                                                                    |                                                                                      |                                    |         |         |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net change in interest bearing deposits with banks                                 |                                                                                      |                                    | (2,665  | )       |         |        | 529     |         
|                                              
|                                              
|                                              
|                                              
|                                               | Net increase in funds sold                                                         |                                                                                      |                                    | (500    | )       |         |        | 4,100   |         
|                                              
|                                              
|                                              
|                                              
|                                               | Investment and mortgage-backed securities:                                         |                                                                                      |                                    |         |         |         |        |         |         
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Proceeds from sales of securities available for sale                                 |                                    |         | 1,527   |         |        |         | 9,301    |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Proceeds from maturities of securities held to maturity                              |                                    |         | 2,155   |         |        |         | 500      |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Proceeds from maturities of securities available for sale                            |                                    |         | 43,967  |         |        |         | 135,051  |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Purchases of securities held to maturity                                             |                                    |         | (3,461  | )       |        |         | (1,295   | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Purchases of securities available for sale                                           |                                    |         | (32,867 | )       |        |         | (141,956 | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Purchases of mortgage-backed securities available for sale                           |                                    |         | (12,604 | )       |        |         | (35,029  | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Principal payments received on mortgage-backed securities held
        to maturity   |                                    |         | 115     |         |        |         | 1,148    |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Principal payments received on mortgage-backed securities
        available for sale |                                    |         | 15,824  |         |        |         | 34,865   |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net increase in loans made to customers                                            |                                                                                      |                                    | (84,881 | )       |         |        | (77,002 | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Purchases of premises and equipment, net                                           |                                                                                      |                                    | (1,332  | )       |         |        | (593    | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Principal payments received under leases                                           |                                                                                      |                                    | 0       |         |         |        | 156     |         
|                                              
|                                               |                                                                                    |                                                                                      | Net cash from investing activities |         |         | (74,722 | )      |         |          | (70,225 | )
|                                              
|Cash flows from financing activities:          |                                                                                    |                                                                                      |                                    |         |         |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net increase/(decrease) in deposits                                                |                                                                                      |                                    | 62,765  |         |         |        | 33,497  |         
|                                              
|                                              
|                                              
|                                              
|                                               | Cash dividends paid, net of shares issued through dividend
        reinvestment    |                                                                                      |                                    | (3,796  | )       |         |        | (3,854  | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Purchase of treasury stock                                                         |                                                                                      |                                    | (4,050  | )       |         |        | (9,311  | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Sales of treasury stock                                                            |                                                                                      |                                    | 16      |         |         |        | 886     |         
|                                              
|                                              
|                                              
|                                              
|                                               | Net increase/(decrease) in short-term borrowings                                   |                                                                                      |                                    | (5,563  | )       |         |        | 1,320   |         
|                                              
|                                              
|                                              
|                                              
|                                               | Proceeds from FHLB advances                                                        |                                                                                      |                                    | 1,200   |         |         |        | 27,900  |         
|                                              
|                                              
|                                              
|                                              
|                                               | Repayments of FHLB advances                                                        |                                                                                      |                                    | (7,959  | )       |         |        | (2,388  | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Proceeds from bank loans                                                           |                                                                                      |                                    | 4,500   |         |         |        | 3,500   |         
|                                              
|                                              
|                                              
|                                              
|                                               | Repayments on capital lease                                                        |                                                                                      |                                    | (39     | )       |         |        | (36     | )       
|                                              
|                                               |                                                                                    |                                                                                      | Net cash from financing activities |         |         | 47,074  |        |         |          | 51,514  |  
|                                              
|Net change in cash and cash equivalents        |                                                                                    |                                                                                      | (18,168                            | )       |         |         | (2,436 | )      
|                                              
|                                              
|                                              
|                                              
|Cash and cash equivalents at beginning of year |                                                                                    |                                                                                      | 48,354                             |         |         |         | 28,195 |        
|                                              
|Cash and cash equivalents at end of period     |                                                                                    | $                                                                                    | 30,186                             |         |         | $       | 25,759 |        
|                                              

See the Notes to the Consolidated Financial Statements

5



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##### Table of Contents



U N B   C O R P.






Notes to Consolidated Financial Statements


Note 1  Summary of Significant Accounting
Policies

Unless otherwise indicated, amounts are in thousands, except per
share data.

The accompanying consolidated financial statements include the
accounts of UNB Corp. and its wholly owned subsidiaries United
National Bank & Trust Co., United Banc Financial Services,
Inc. and United Insurance Agency Inc. All material intercompany
accounts and transactions have been eliminated in consolidation.

These interim financial statements 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, 2000, 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 and are not necessarily
indicative of the results to be expected for the full year. The
Annual Report for UNB Corp. for the year ended December 31,
1999, 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, 2000, and
September 30, 1999, UNB Corp. paid interest in the amount
of $31,355 and $22,833, respectively. For the same nine month
period federal income taxes paid totaled $5,260 and $5,605,
respectively.

The Corporation classifies securities as held to maturity,
available for sale, or trading. 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. Trading securities are purchased principally for sale in
the near term and are reported at fair value with unrealized
gains and losses included in earnings. The Corporation held no
trading securities during the periods reported.

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 amortized cost of
securities sold, using the specific identification method.

Management analyzes loans on an individual basis and classifies
a loan as impaired when an analysis of the borrowers
operating results and financial condition indicates that
underlying cash flows are not adequate to meet its debt service
requirements. Often this is associated with a delay or shortfall
in payments of 30 days or more. Smaller-balance homogeneous
loans are evaluated for impairment in total and are excluded
from reported impaired loans. Such loans include residential
first mortgage loans secured by one-to-four family residences,
residential construction loans and consumer automobile, boat,
RV, home equity and credit card loans with balances less than
$300. In addition, loans held for sale and leases are excluded
from consideration as impaired.

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

6



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##### Table of Contents



U N B   C O R P.

Notes to Consolidated Financial Statements (continued)

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.

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.

Basic and diluted earnings per share are computed under the
provisions of SFAS No. 128, Earnings Per Share.
Basic earnings per share are based on net income divided by the
weighted average number of shares outstanding during the period.
Diluted earnings per share show the dilutive effect of
additional common shares issuable under stock options assuming
the exercise of stock options less the treasury shares assumed
to be purchased from the proceeds using the average market price
of UNB Corp.s stock for the periods presented.

Certain 1999 amounts have been reclassified to conform to the
2000 presentation.

Note 2  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, 2000, and December 31, 1999, are as follows:

|                                              |                                                          |                                                 |        |            |         |            |       |           |       |  |      |      |        |   |        |        |         | 
|--------------------------------------------- | -------------------------------------------------------- | ----------------------------------------------- | ------ | ---------- | ------- | ---------- | ----- | --------- | ----- |  | ---- | ---- | ------ | - | ------ | ------ | ------- | 
|                                              |                                                          |                                                
|                                              |                                                          | September 30, 2000                             
|                                              |                                                          |                                                
|                                              |                                                          |                                                 |        | Gross      |         | Gross      |       | Estimated
|                                              |                                                          | Amortized                                       |        | Unrealized |         | Unrealized |       | Fair     
|                                              |                                                          | Cost                                            |        | Gains      |         | Losses     |       | Value    
|                                              |                                                          |                                                 |        |            |         |            |       |          
|Securities available for sale:                |                                                          |                                                 |        |            |         |            |       |           |       |  |      |      |        |   |        |       
|                                             
|                                             
|                                             
|                                             
|                                              | U.S. Treasury securities                                 |                                                 | $      | 999        |         |            | $     |          |       |  | $    | (6   | )      |   | $      | 993    |        
|                                             
|                                             
|                                             
|                                             
|                                              | Obligations of U.S. government agencies and corporations |                                                 |        | 21,654     |         |            |       | 52        |       |  |      | (115 | )      |   |        | 21,591 |        
|                                             
|                                             
|                                             
|                                             
|Securities held to maturity:                  |                                                          |                                                 |        |            |         |            |       |           |       |  |      |      |        |   |        |       
|                                             
|                                             
|                                             
|                                             
|                                              | Obligations of state and Municipal subdivisions          |                                                 |        | 2,903      |         |            |       |          |       |  |      | (8   | )      |   |        | 2,895  |        
|                                              |                                                          |                                                 |        |            |         |            |       |           |       |  |      |      |        |   |        |       
|                                              |                                                          | Total debt securities                           |        |            | 25,556  |            |       |           | 52    |  |      |      | (129   | ) |        |        | 25,479  | 
|                                             
|                                             
|                                             
|                                             
|Equity securities available for sale          |                                                          |                                                 | 12,364 |            |         |            | 2,153 |           |       |  | (632 | )    |        |   | 13,885 |       
|                                             
|                                             
|                                             
|                                             
|Asset-backed securities available for sale    |                                                          |                                                 | 999    |            |         |            |      |           |       |  | (33  | )    |        |   | 966    |       
|                                              |                                                          |                                                 |        |            |         |            |       |           |       |  |      |      |        |   |        |       
|                                              |                                                          | Total investment securities                     |        |            | 38,919  |            |       |           | 2,205 |  |      |      | (794   | ) |        |        | 40,330  | 
|                                             
|                                             
|                                             
|                                             
|Mortgage-backed securities available for sale |                                                          |                                                 | 79,184 |            |         |            | 25    |           |       |  | (982 | )    |        |   | 78,227 |       
|                                             
|                                             
|                                             
|                                             
|Mortgage-backed securities held to maturity   |                                                          |                                                 | 472    |            |         |            | 4     |           |       |  |     |      |        |   | 476    |       
|                                              |                                                          |                                                 |        |            |         |            |       |           |       |  |      |      |        |   |        |       
|                                              |                                                          | Total mortgage-backed securities                |        |            | 79,656  |            |       |           | 29    |  |      |      | (982   | ) |        |        | 78,703  | 
|                                              |                                                          |                                                 |        |            |         |            |       |           |       |  |      |      |        |   |        |       
|                                              |                                                          | Total investment and mortgage-backed securities |        | $          | 118,575 |            |       | $         | 2,234 |  |      | $    | (1,776 | ) |        | $      | 119,033 | 
|                                              |                                                          |                                                 |        |            |         |            |       |           |       |  |      |      |        |   |        |       

7



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##### Table of Contents



U N B   C O R P.

Notes to Consolidated Financial Statements (continued)

|                                              |                                                          |                                                 |        |            |         |            |       |           |       |  |        |      |        |   |        |        |         | 
|--------------------------------------------- | -------------------------------------------------------- | ----------------------------------------------- | ------ | ---------- | ------- | ---------- | ----- | --------- | ----- |  | ------ | ---- | ------ | - | ------ | ------ | ------- | 
|                                              |                                                          |                                                
|                                              |                                                          | December 31, 1999                              
|                                              |                                                          |                                                
|                                              |                                                          |                                                 |        | Gross      |         | Gross      |       | Estimated
|                                              |                                                          | Amortized                                       |        | Unrealized |         | Unrealized |       | Fair     
|                                              |                                                          | Cost                                            |        | Gains      |         | Losses     |       | Value    
|                                              |                                                          |                                                 |        |            |         |            |       |          
|Securities available for sale:                |                                                          |                                                 |        |            |         |            |       |           |       |  |        |      |        |   |        |       
|                                             
|                                             
|                                             
|                                             
|                                              | U.S. Treasury securities                                 |                                                 | $      | 4,005      |         |            | $     |          |       |  | $      | (10  | )      |   | $      | 3,995  |        
|                                             
|                                             
|                                             
|                                             
|                                              | Obligations of U.S. government agencies and corporations |                                                 |        | 29,635     |         |            |       | 4         |       |  |        | (195 | )      |   |        | 29,444 |        
|                                             
|                                             
|                                             
|                                             
|Securities held to maturity:                  |                                                          |                                                 |        |            |         |            |       |           |       |  |        |      |        |   |        |       
|                                             
|                                             
|                                             
|                                             
|                                              | Obligations of state and subdivisions                    |                                                 |        | 1,908      |         |            |       |          |       |  |        | (4   | )      |   |        | 1,904  |        
|                                             
|                                             
|                                             
|                                             
|                                              | Corporate bonds and other debt securities                |                                                 |        | 250        |         |            |       |          |       |  |        |     |        |   |        | 250    |        
|                                              |                                                          |                                                 |        |            |         |            |       |           |       |  |        |      |        |   |        |       
|                                              |                                                          | Total debt securities                           |        |            | 35,798  |            |       |           | 4     |  |        |      | (209   | ) |        |        | 35,593  | 
|                                             
|                                             
|                                             
|                                             
|Equity securities available for sale          |                                                          |                                                 | 12,326 |            |         |            | 3,653 |           |       |  | (713   | )    |        |   | 15,266 |       
|                                             
|                                             
|                                             
|                                             
|Asset-backed securities available for sale    |                                                          |                                                 | 999    |            |         |            |      |           |       |  | (27    | )    |        |   | 972    |       
|                                              |                                                          |                                                 |        |            |         |            |       |           |       |  |        |      |        |   |        |       
|                                              |                                                          | Total investment securities                     |        |            | 49,123  |            |       |           | 3,657 |  |        |      | (949   | ) |        |        | 51,831  | 
|                                             
|                                             
|                                             
|                                             
|Mortgage-backed securities available for sale |                                                          |                                                 | 82,487 |            |         |            | 12    |           |       |  | (1,245 | )    |        |   | 81,254 |       
|                                             
|                                             
|                                             
|                                             
|Mortgage-backed securities held to maturity   |                                                          |                                                 | 588    |            |         |            | 6     |           |       |  |       |      |        |   | 594    |       
|                                              |                                                          |                                                 |        |            |         |            |       |           |       |  |        |      |        |   |        |       
|                                              |                                                          | Total mortgage-backed securities                |        |            | 83,075  |            |       |           | 18    |  |        |      | (1,245 | ) |        |        | 81,848  | 
|                                              |                                                          |                                                 |        |            |         |            |       |           |       |  |        |      |        |   |        |       
|                                              |                                                          | Total investment and mortgage-backed securities |        | $          | 132,198 |            |       | $         | 3,675 |  |        | $    | (2,194 | ) |        | $      | 133,679 | 
|                                              |                                                          |                                                 |        |            |         |            |       |           |       |  |        |      |        |   |        |       

During the nine month period ended September 30, 2000 and
1999, the proceeds from sales of securities available for sale
were $1,527 and $9,301, respectively. Net gains of $1,008 and
$4,127 were recognized in those sales, respectively. There were
no sales or transfers of securities classified as held to
maturity.

The amortized cost and estimated fair value of debt securities
at September 30, 2000, by contractual maturity, are shown below.
Actual 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



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##### Table of Contents



U N B   C O R P.

Notes to Consolidated Financial Statements (continued)

|                                                                                   |                                       |                    |        |           |        |          |        |       |        |  |      |      |      |  
|---------------------------------------------------------------------------------- | ------------------------------------- | ------------------ | ------ | --------- | ------ | -------- | ------ | ----- | ------ |  | ---- | ---- | ---- | -
|                                                                                   |                                       |                   
|                                                                                   |                                       | September 30, 2000
|                                                                                   |                                       |                   
|                                                                                   |                                       |                    |        | Estimated |        | Weighted
|                                                                                   |                                       | Amortized          |        | Fair      |        | Average 
|                                                                                   |                                       | Cost               |        | Value     |        | Yield   
|                                                                                   |                                       |                    |        |           |        |         
|Securities available for sale:                                                     |                                       |                    |        |           |        |          |        |       |        |  |      |     
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|U.S. Treasuries Due in one year or less                                            |                                       | $                  | 999    |           |        | $        | 993    |       |        |  | 5.40 | %   
|                                                                                   |                                       |                    |        |           |        |          |        |       |        |  |      |     
|                                                                                   |                                       | Total              |        |           | 999    |          |        |       | 993    |  |      |      | 5.40 | %
|                                                                                   |                                       |                    |        |           |        |          |        |       |        |  |      |     
|U.S. Government agencies and corporations Due in one year or less                  |                                       |                    | 13,628 |           |        |          | 13,545 |       |        |  | 5.91 | %   
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Due after one year through five years |                    |        | 8,026     |        |          |        | 8,046 |        |  |      | 6.87 |     
|                                                                                   |                                       |                    |        |           |        |          |        |       |        |  |      |     
|                                                                                   |                                       | Total              |        |           | 21,654 |          |        |       | 21,591 |  |      |      | 6.27 | %
|                                                                                   |                                       |                    |        |           |        |          |        |       |        |  |      |     
|                                                                                   |                                       | $                  | 22,653 |           |        | $        | 22,584 |       |        |  | 6.23 | %   
|                                                                                   |                                       |                    |        |           |        |          |        |       |        |  |      |     
|Securities held to maturity:                                                       |                                       |                    |        |           |        |          |        |       |        |  |      |     
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Obligations of state and political subdivisions Due in one year
        or less    |                                       | $                  | 2,160  |           |        | $        | 2,155  |       |        |  | 4.81 | %   
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Due after one year through five years |                    |        | 743       |        |          |        | 740   |        |  |      | 5.00 |     
|                                                                                   |                                       |                    |        |           |        |          |        |       |        |  |      |     
|                                                                                   |                                       | Total              |        |           | 2,903  |          |        |       | 2,895  |  |      |      | 4.86 | %
|                                                                                   |                                       |                    |        |           |        |          |        |       |        |  |      |     
|Asset-backed securities available for sale                                         |                                       | $                  | 999    |           |        | $        | 966    |       |        |  | 6.85 | %   
|                                                                                   |                                       |                    |        |           |        |          |        |       |        |  |      |     
|Mortgage-backed and collateralized mortgage obligations
        available for sale |                                       | $                  | 79,184 |           |        | $        | 78,227 |       |        |  | 6.51 | %   
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Mortgage-backed and collateralized mortgage obligations held to
        maturity   |                                       |                    | 472    |           |        |          | 476    |       |        |  | 7.82 |     
|                                                                                   |                                       |                    |        |           |        |          |        |       |        |  |      |     
|                                                                                   |                                       | $                  | 79,656 |           |        | $        | 78,703 |       |        |  | 6.52 | %   
|                                                                                   |                                       |                    |        |           |        |          |        |       |        |  |      |     

At September 30, 2000, 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 in
excess of 10% of shareholders equity. Investments with a
carrying value of approximately $105,090 at September 30,
2000 were pledged to secure public funds and other obligations.

Note 3  Loans

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

|                                       |  |                    |         |                   |  |   |         | 
|-------------------------------------- |  | ------------------ | ------- | ----------------- |  | - | ------- | 
|                                       |  | September 30, 2000 |         | December 31, 1999
|                                       |  |                    |         |                  
|Commercial, financial and agricultural |  | $                  | 113,491 |                   |  | $ | 98,775  | 
|                                      
|                                      
|                                      
|                                      
|Commercial real estate                 |  |                    | 116,893 |                   |  |   | 100,205 | 
|                                      
|                                      
|                                      
|                                      
|Aircraft                               |  |                    | 133,280 |                   |  |   | 115,301 | 
|                                      
|                                      
|                                      
|                                      
|Residential real estate                |  |                    | 255,550 |                   |  |   | 235,345 | 
|                                      
|                                      
|                                      
|                                      
|Consumer                               |  |                    | 239,274 |                   |  |   | 225,194 | 
|                                       |  |                    |         |                   |  |   |         | 
|Total loans                            |  | $                  | 858,488 |                   |  | $ | 774,820 | 
|                                       |  |                    |         |                   |  |   |         | 

9



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U N B   C O R P.

Notes to Consolidated Financial Statements (continued)

Impaired loans are as follows:

|                                                   |  |                    |       |                   |  |   |     | 
|-------------------------------------------------- |  | ------------------ | ----- | ----------------- |  | - | --- | 
|                                                   |  | September 30, 2000 |       | December 31, 1999
|                                                   |  |                    |       |                  
|Loans with no allowance for loan losses allocated  |  | $                  | 2,472 |                   |  | $ | 282 | 
|                                                  
|                                                  
|                                                  
|                                                  
|Loans with allowance for loan losses allocated     |  |                    | 2,045 |                   |  |   | 669 | 
|                                                  
|                                                  
|                                                  
|                                                  
|Amount of allowance allocated                      |  |                    | 989   |                   |  |   | 665 | 
|                                                  
|                                                  
|                                                  
|                                                  
|Average of impaired loans, year-to-date            |  | $                  | 2,940 |                   |  | $ | 759 | 
|                                                  
|                                                  
|                                                  
|                                                  
|Interest income recognized during impairment       |  |                    | 282   |                   |  |   | 67  | 
|                                                  
|                                                  
|                                                  
|                                                  
|Cash-basis interest income recognized year-to-date |  |                    | 272   |                   |  |   | 67  | 

At September 30, 2000 and December 31, 1999, loans on
non-accrual status and/or past due 90 days or more
approximated $1,563 and $1,989, respectively. The Other Real
Estate Owned balance, net of allowance, was $360 and $325 at
September 30, 2000 and December 31, 1999, respectively.

Note 4  Allowance for Loan Losses

A summary of activity in the allowance for loan losses for the
nine months ended September 30, 2000, and
September 30, 1999, are as follows:

|                                           |  |      |        |      |  |   |        |  
|------------------------------------------ |  | ---- | ------ | ---- |  | - | ------ | -
|                                           |  | 2000 |        | 1999
|                                           |  |      |        |     
|Balance  January 1                        |  | $    | 13,174 |      |  | $ | 11,172 |  
|                                          
|                                          
|                                          
|                                          
|Provision charged to operating expense     |  |      | 498    |      |  |   | 1,849  |  
|                                          
|                                          
|                                          
|                                          
|Loans charged off                          |  |      | (1,689 | )    |  |   | (989   | )
|                                          
|                                          
|                                          
|                                          
|Recoveries on loans previously charged off |  |      | 636    |      |  |   | 733    |  
|                                           |  |      |        |      |  |   |        |  
|Balance  September 30                     |  | $    | 12,619 |      |  | $ | 12,765 |  
|                                           |  |      |        |      |  |   |        |  

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

The Corporation offers commercial, residential mortgage and
consumer credit products to customers within Stark and its
contiguous counties with the exception of the Aircraft Finance
Group which serves a national market. The Corporation maintains
a diversified loan portfolio, with commercial loans and leases,
commercial real estate loans, aircraft loans, residential
mortgage loans and consumer loans comprising 13.2%, 13.6%,
15.5%, 29.8% and 27.9%, respectively, at September 30,
2000. Within the consumer loan portfolio, indirect loans
accounted for 58.6% of all consumer loans and 16.3% of total
loans at September 30, 2000. The dealer network from which
indirect loans were purchased includes 107 relationships thus
far in 2000, the largest of which was responsible for 6.2% of
the total indirect dollar volume for the nine months of 2000.

Within the commercial real estate portfolio, real estate is
mainly held as collateral while the cash flows of the business
are considered the primary source of repayment on the loans.
With all loan types, management attempts to balance credit risk
versus return by employing conservative credit standards and
comprehensive underwriting guidelines in addition to the loan
review function which monitors credits during and after the
approval process.

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U N B   C O R P.

Notes to Consolidated Financial Statements (continued)

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, 2000, 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 $273,813.

At September 30, 2000, the Corporation held two interest
rate swap agreements with notional amounts of $300 and $13,392.
The notional amount of an 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
following table summarizes the terms of each of the swaps in
effect:

|                                            |  |                   |  |              
|------------------------------------------- |  | ----------------- |  | -------------
|                                            |  | Swap #1           |  | Swap #2      
|                                            |  |                   |  |              
|Notional amount                             |  | $300              |  | $13,392      
|                                           
|                                           
|                                           
|                                           
|Final expiration                            |  | November 20, 2000 |  | June 18, 2003
|                                           
|                                           
|                                           
|                                           
|Variable rate in effect, September 30, 2000 |  | 6.68%             |  | 6.66%        
|                                           
|                                           
|                                           
|                                           
|Fixed rate                                  |  | 2.88%             |  | 5.86%        
|                                           
|                                           
|                                           
|                                           
|Market value, September 30, 2000            |  | $3                |  | $191         

Variable interest payments received are based on the three month
LIBOR rate which is adjusted on a quarterly basis. The net
income from these agreements for the nine month period ended
September 30, 2000 was $79. For the nine month period ended
September 30, 1999, net expense of $61 was recorded. Under
the terms of these contracts, future changes in LIBOR will
affect the payments received, the income or expense generated by
each swap and their market value.

Note 6  Long Term Debt

Long term debt consists of Federal Home Loan Bank borrowings,
two line of credit borrowing arrangements and a capital lease.
The majority of long-term debt at September 30, 2000 is
comprised of advances from the Federal Home Loan Bank
(FHLB) of Cincinnati. Pursuant to collateral agreements
with the FHLB, advances are secured by all FHLB stock and
qualifying first mortgage loans.

At September 30, 2000, FHLB advances outstanding are
comprised of the following:

|         |       |               |             |        |  |   |        |        | 
|-------- | ----- | ------------- | ----------- | ------ |  | - | ------ | ------ | 
|Maturity |       | Interest Rate |             | Amount
|        
|        
|2000     |       |               | 6.00%-7.32% |        |  | $ | 1,329  |       
|        
|        
|        
|        
|2001     |       |               | 6.10%-7.32% |        |  |   | 4,524  |       
|        
|        
|        
|        
|2002     |       |               | 5.95%-7.32% |        |  |   | 31,159 |       
|        
|        
|        
|        
|2003     |       |               | 6.25%-7.32% |        |  |   | 1,235  |       
|        
|        
|        
|        
|2004     |       |               | 6.28%-7.32% |        |  |   | 660    |       
|        
|        
|        
|        
|2005     |       |               | 7.32%       |        |  |   | 47     |       
|        
|         | Total |               |             |        |  |   | $      | 38,954 | 
|        

Based on the Banks investment in FHLB stock, the maximum
dollar amount of FHLB advance borrowings available to the Bank
is $163,620.

The Corporation has maximum borrowing arrangements of
$18 million with a national financial institution
consisting of two lines of credit. The total

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U N B   C O R P.

Notes to Consolidated Financial Statements (continued)

outstanding balance at September 30, 2000 was
$13 million. United Banc Financial Services, Inc.
(UBFS) arranged a $8 million line of credit to
partially pay off its line of credit with United National Bank
and Trust Co. and fund future loan growth. The interest on each
draw is variable and is priced off one of several indexes plus a
spread, at the option of UBFS. The loan agreement calls for
quarterly interest payments and is secured by a first security
agreement on UBFS receivables, the unconditional guarantee of
UNB Corp., and an intercreditor agreement with United National
Bank and Trust Co. The outstanding balance on this facility
consists of the following draws:

|              |      |        |  |   |       | 
|------------- | ---- | ------ |  | - | ----- | 
|Interest Rate |      | Amount
|              |      |       
|              | 7.97 | %      |  | $ | 3,500 | 
|             
|             
|             
|             
|              | 7.94 |        |  |   | 1,000 | 
|             
|             
|             
|             
|              | 7.83 |        |  |   | 500   | 
|             
|             
|             
|             
|              | 7.93 |        |  |   | 1,000 | 

The Parent Company arranged an unsecured $10 million line
of credit for liquidity purposes and to facilitate additional
investment in subsidiaries. At September 30, 2000, the
outstanding balance was $7 million with an interest rate of
7.4%. The interest on each draw is variable, is paid at least
quarterly and is priced off one of several indexes plus a
spread, at the option of UNB Corp.

In 1997, the Bank entered into a capital lease to finance the
acquisition of computer hardware and related software with an
original amount of $252. The lease terms call for sixty monthly
payments of approximately $5 with the last payment due in March,
2002. The balance outstanding at September 30, 2000 was $80.

Note 7  Derivative Instruments and Hedging
Activities

The Financial Accounting Standards Boards Statement
No. 133, Accounting for Derivative Instruments and
Hedging Activities (FAS 133) is effective for all fiscal
years beginning July 1, 2000 or later. All derivative
instruments will be recorded at their fair values. If the
derivative instruments are designated as hedges of fair values,
both the change in the fair value of the hedge and the hedged
item will be included in current earnings. Fair value
adjustments related to cash flow hedges will be recorded in
other comprehensive income and reclassified to earnings when the
hedged transaction is reflected in earnings. Ineffective
portions of hedges are reflected in income currently.

UNB Corp. holds derivative instruments in the form of
interest rate swaps hedging fixed rate mortgage loans (see Note
5). Management expects these interest rate swaps to be recorded
at fair value on the financial statements of the Corporation at
the adoption of FAS 133.

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U N B   C O R P.

Managements Discussion and Analysis of Financial
Condition and Results of Operations






|        |                                                                                               
|------- | ----------------------------------------------------------------------------------------------
|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, 2000,
compared to December 31, 1999, and the results of
operations for the quarter and year-to-date periods ending
September 30, 2000, compared to the same periods in 1999.
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.

FINANCIAL CONDITION

Total assets at September 30, 2000 were $1,027,239, an
increase of $56,710, or 5.8%, from year-end 1999. Total earning
assets at September 30, 2000 of $982,901 increased from
year-end 1999 by $73,165, or 8.0%. The ratio of earning assets
to total assets also increased from 93.7% at December 31,
1999 to 95.7% at September 30, 2000. Highly liquid
balances, comprised of cash and cash equivalents, federal funds
sold and interest bearing deposits with banks, decreased by
$15,003, or 30.7%, from year-end 1999. The reduction in highly
liquid balances and the increase in earning assets are mainly
the result of the cash balances that were held at
1999 year-end for Year 2000 liquidity contingencies being
converted back into interest bearing assets.

SECURITIES

Balances in the investment and mortgage-backed securities
portfolios declined from 1999 year-end balances by $14,640,
or 11.0%. The reduction was mainly due to the maturity of U.S.
Government and Agency securities invested with fairly short-term
maturities, which were available for sale as potential liquidity
sources at year-end for Year 2000 considerations. Net reductions
in these securities were used to partially fund the growth in
outstanding loans. Cash flows from mortgage-backed securities
were reinvested in like securities eligible as collateral to
pledge against borrowings with a corresponding increase in yield
as market rates increased. Proceeds from the sale of equity
securities in the Corporations Holding Company during the
first half of 2000 were used in the Corporations stock buy
back program and for other Corporate liquidity needs.

LOANS

For the nine months of 2000, total loans grew by $83,668, or
10.8%. The aircraft lending area experienced growth of $17,979,
or 15.6%, from 1999 year-end levels. This growth was the result
of renewed calling and sales efforts in the central U.S. market
as well as reductions in payoffs due to the rising rate
environment. Growth slowed in the second and third quarter of
the year due to rising interest rates dampening demand as well
as competitive pricing pressures and an inventory shortage of
good collateral in the loan size of the Banks target
market.

The commercial lending area experienced growth of $14,716, or
14.9%, from year-end 1999 levels, with the increase the result
of seasonal line of credit usage and the addition of new borrower
relationships. Commercial real estate balances increased by
$16,688, or 16.7%, from year-end balances due largely to advances

13



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U N B   C O R P.

Managements Discussion and Analysis of Financial
Condition and Results of Operations (continued)



| | 
| | 

under previously approved construction commitments, which
converted to permanent financing and the purchase of commercial
real estate participations.

Residential real estate balances increased by $20,205, or 8.6%,
for the nine months ended September 30, 2000. This increase
was the result of increased seasonal activity in the residential
construction market and the impact of rising market rates
slowing the volume of payoffs and refinancings in the existing
portfolio.

Consumer loans increased by $14,080, or 6.3%, from year-end
1999, with the majority of the increase, $12,028, in the home
equity product which is being promoted with lower introductory
rates tiered to the amount borrowed. Direct and indirect
installment lending remained flat from year-end 1999 due to the
Bank exiting the indirect boat and recreational vehicle markets
to focus on indirect automobile loans. Loan activity has been
concentrated in high-end used automobiles, as new automobile
financing has been dominated by leasing and manufacturers
financing alternatives.

LIABILITIES

Total liabilities increased by $54,158 or 6.0%, from
year-end 1999 levels. Deposits, the main component of
liabilities, increased by $62,765, or 8.2%, from
December 31, 1999. The following table shows deposit
composition and change in deposit mix between the periods ended
September 30, 2000 and December 31, 1999:

|                                       |  |                    |         |                   |  |   |         |  | 
|-------------------------------------- |  | ------------------ | ------- | ----------------- |  | - | ------- |  | 
|                                       |  | September 30, 2000 |         | December 31, 1999
|                                       |  |                    |         |                  
|Non-interest bearing checking          |  | $                  | 100,800 |                   |  | $ | 90,790  | 
|                                      
|                                      
|                                      
|                                      
|Interest bearing checking              |  |                    | 76,928  |                   |  |   | 77,555  | 
|                                      
|                                      
|                                      
|                                      
|Savings                                |  |                    | 264,881 |                   |  |   | 217,304 | 
|                                      
|                                      
|                                      
|                                      
|Certificates of deposit and other time |  |                    | 384,390 |                   |  |   | 378,585 | 
|                                       |  |                    |         |                   |  |   |         | 
|Total deposits                         |  | $                  | 826,999 |                   |  | $ | 764,234 | 
|                                       |  |                    |         |                   |  |   |         | 

The category with the most significant change is savings
deposits, which includes the Money Market Access product in
which balances grew by $53 million, or 41.0%, from
December 31, 1999. Certificates of deposit generated
through the branch network increased by $21,239, more than
offsetting the maturity of $15,067 in brokered certificates.
Short-term borrowings, which is mainly comprised of federal
funds purchased and repurchase agreements, declined by $5,563
from December 31, 1999 due to a reduction of federal funds
purchased which were used to fund Y2K cash balances. This
reduction was partially offset by an increase in repurchase
agreements. Long-term debt decreased by $2,298 or 4.2%,
primarily due to the maturing of Federal Home Loan Bank
advances. The decrease in advances was partially offset by
increased bank line of credit borrowings which were used to fund
loan growth in United Banc Financial Services, Inc. and to fund
additional treasury stock purchases by UNB Corp.s parent
company.

CAPITAL RESOURCES

Total shareholders equity at September 30, 2000 was
$73,226, an increase of $2,552, or 3.6%, from year-end 1999. The
growth in shareholders equity was influenced by
year-to-date net income of $11,043. This increase was partially
offset by reductions in shareholders equity as the result
of $3,796 in cash dividends paid and an increase in treasury
stock of $4,034. Shareholders equity also decreased by
$661 mainly due to the reduction in unrealized gains, net of
deferred tax, on available for sale securities.

14



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##### Table of Contents



U N B   C O R P.

Managements Discussion and Analysis of Financial
Condition and Results of Operations (continued)

UNB Corp.s capital ratios at September 30, 2000 and
December 31, 1999 along with the ratios required for the
Corporation to be adequately and well capitalized under
regulatory guidelines are as follows:

|                                       |  |               |       |              |  |                   |        |  |  |  |            | 
|-------------------------------------- |  | ------------- | ----- | ------------ |  | ----------------- | ------ |  |  |  | ---------- | 
|                                       |  |               |       |              |  | Minimum regula-  
|                                       |  |               |       |              |  | tory requirements
|                                       |  | September 30, |       | December 31, |  | for adequately/  
|                                       |  | 2000          |       | 1999         |  | well capitalized 
|                                       |  |               |       |              |  |                  
|Total capital to risk weighted assets  |  |               | 9.91% |              |  |                   | 10.38% |  |  |  | 8.0%/10.0% | 
|                                      
|                                      
|                                      
|                                      
|Tier 1 capital to risk weighted assets |  |               | 8.58% |              |  |                   | 8.94%  |  |  |  | 4.0%/ 6.0% | 
|                                      
|                                      
|                                      
|                                      
|Tier 1 capital to average assets       |  |               | 6.92% |              |  |                   | 7.02%  |  |  |  | 4.0%/ 5.0% | 

All ratios as of September 30, 2000 exceeded the required
ratios for an adequately capitalized financial institution. At
December 31, 1999 all ratios exceeded the requirements for
a well capitalized financial institution. The ratio of
equity-to-assets at September 30, 2000 was 7.13% versus
7.28% at December 31, 1999.

For the nine months of 1999 and 2000, the cash dividends were
$0.36 per share. Cash dividends paid for the nine months ended
September 30, 2000 represent 34.4% of year-to-date net
income.

RESULTS OF OPERATIONS

UNB Corp.s third quarter 2000 net income was $3,607 or
$0.34 per diluted share, compared with $3,397, or $0.31 per
diluted share for the third quarter of 1999. This represents an
increase in earnings of 6.2% and an increase in diluted earnings
per share of 9.7%. Year-to-date net income of $11,043 was $203,
or 1.8%, below the same period in 1999. Despite higher earnings
in 1999 as a result of a larger net gain from the sale of
securities, earnings per diluted share for 2000 were $1.04, or
2.0% greater than the same period in 1999 due to the decrease in
the number of shares outstanding as a result of UNB Corp.s
stock repurchase program. In the nine months of 2000 and 1999
pre-tax gains of $1,008 and $4,127, respectively, were
recognized on the sale of equity securities from UNB
Corp.s Holding Company portfolio. Operating earnings for
the two periods, excluding the after-tax effect of these
transactions and related expenses taken in anticipation of the
gains, were $10,387 and $9,599 for the nine months of 2000 and
1999, respectively, an increase of $788, or 8.2%.

Return on average assets and return on average equity for the
third quarter of 2000 were 1.41% and 19.82%, respectively,
compared with 1.49% and 19.40%, respectively, for the same
period in 1999. On a year-to-date basis, return on average
assets and return on average equity for 2000 were 1.48% and
20.68%, respectively, compared to 1.70% and 21.39%,
respectively, for the same period in 1999. On a year-to-date
basis, adjusted for the impact of the net securities gains,
return on average assets was 1.39% for 2000 versus 1.45% for
1999. Return on average equity was 19.45% for 2000 compared to
18.26% for 1999.

NET INTEREST INCOME

Net interest income is the Corporations most significant
source of earnings and is the difference between interest income
and related loan fees earned on interest earning assets and
interest expense incurred on interest bearing liabilities. For
this discussion, net interest income is presented on a
fully-taxable equivalent (FTE) basis. Interest on tax
exempt securities and loans is

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U N B   C O R P.

Managements Discussion and Analysis of Financial
Condition and Results of Operations (continued)

restated on a fully taxable basis using the tax rate of 35%
adjusted for non-deductible interest expense incurred in the
acquisition of tax-free assets.

For the third quarter and year-to-date periods of 2000, net
interest income increased by $359 and $1,160, or 3.9% and 4.3%,
respectively, over the same periods in 1999. Total interest
income increased by 20.3% and 19.8% for the quarter and
year-to-date, respectively, while interest expense increased by
39.3% and 38.6%, respectively, for the same periods. The growth
in net interest income was primarily the result of growth in
average earning assets of 12.5% and 13.2%, respectively from the
third quarter and year-to-date periods of 2000 compared with the
same periods in 1999.

NET INTEREST MARGIN

The net interest margin is net interest income
(FTE) divided by average earning assets. For the nine
months ended September 30, 2000, the net interest margin
was 3.96%, versus 4.30% for the same period in 1999, a reduction
of 34 basis points. Yields on earning assets increased by 46
basis points, while the cost of interest bearing liabilities
increased by 85 basis points. Asset yields were significantly
impacted by rising market rates, including the increase in prime
rate of 175 basis points between the second quarter of 1999 and
the end of the third quarter of 2000. Asset yields were also
impacted by changes in loan mix from consumer installment and
residential mortgages to the relatively higher yielding aircraft
and commercial loans. The cost of interest bearing liabilities
was impacted by the increasing cost of the Money Market Access
account which is tied to the three month Treasury rate, by the
impact of increasing market rates on the cost of short-term
liabilities and the use of more costly bank borrowings to
purchase treasury stock, thus replacing interest free equity
with interest bearing debt in the funding of earning assets.

OTHER INCOME

Other income for the third quarter of 2000 was $2,805, an
increase of 9.0% from the third quarter of 1999. For the nine
months ended September 30, 2000, other income was $9,621, a
decrease of $2,829, or 22.7% over the same period in 1999.
Excluding security gains on marketable equity securities of
$1,008 and $4,127 taken in the nine months of 2000 and 1999
respectively, other income for the nine months ended
September 30, 2000 increased from the same period in 1999
by $290.

On a year-to-date basis, the Trust Department recorded earnings
of $4,162, an increase of $546, or 15.1%, from the same period
in 1999. This was accomplished through an increase in assets
managed from September 30, 1999 to September 30, 2000
of 16.4%. Gains on loans sold in the secondary market declined
to $160, or by $325, from the same nine month period in 1999 due
to rising interest rates limiting the volume of fixed rate
mortgage loans available for sale. Service charges on deposits
and other operating income remained fairly constant between the
two periods. Within other operating income, merchant service
fees increased by 27.5% while loan brokerage income on
non-conforming consumer and mortgage and aircraft loans declined
by 34.4%. The decline in brokerage income is mainly due to loans
secured by residential real estate being retained in United Banc
Financial Services, Inc. loan portfolio and due to a sharp
decline in the average dollar amount of each loan sold.

OTHER EXPENSES

Other expenses for the third quarter were $6,689, an increase of
$687, or 11.4%, from the same period in 1999. On a year-to-date
basis, other expenses remained constant between the two periods.
Salary, wages and benefits declined by $386, or 3.8%, from the
same nine month period in 1999. Increases due to annual merit
increases for 2000 along with several additions to staff were
more than offset by reductions in pension, incentive
compensation accruals needed for the ROE incentive model and
reduced employer contributions to the 401K plan.

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##### Table of Contents



U N B   C O R P.

Managements Discussion and Analysis of Financial
Condition and Results of Operations (continued)

Occupancy expenses for the nine months ended September 30,
2000 increased by 3.4% from the same period in 1999 due to an
increase in rent expense from the opening of two new branches.

Equipment expenses increased by 3.9% for the nine months of 2000
compared to the same period in 1999. These increases were the
result of increased maintenance costs on the Corporations
mainframe and personal computer networks, expenses related to
several branch transformations into more customer friendly sales
environments and increased costs of outside computer software
services.

Other operating expenses for the third quarter of 2000 were
$2,101, an increase of $719, or 52.0%, from the same period in
1999. In the third quarter of 1999, reduction in accruals
related to Year 2000 compliance, marketing, donations and
consulting were made upon the reevaluation and elimination of
anticipated projects. Excluding these items, other operating
expenses for the third quarter of 2000 were above the same
period in 1999 by $215 due to an increase in franchise taxes and
loan related expenses. Other operating expenses for the nine
months ended September 30, 2000 increased by $240, or 3.8%,
from the same period in 1999 due to increases in franchise taxes
and loan related expenses. These increases were partially offset
by a reduction in other miscellaneous expenses due to one time
expenditures in the areas of Year 2000 compliance, sales
training for retail personnel and other efficiency and
productivity enhancements that were taken in 1999.

The Bank continued in its efforts to resolve the legal
proceedings and dispose of the environmentally contaminated
seven and one half acre parcel of real estate acquired through
foreclosure. The property is located in the northwest quadrant
of Stark County. Unsuccessful attempts have been made to contact
the State of Ohio Bureau of Underground Storage Tanks
(BUSTER) as well as the large national petroleum company,
which owned the facility at the time it was taken out of service
and is responsible for the contamination cleanup, to obtain an
engineering status report on the condition and remediation of
the contaminated ground. Negotiations are currently under way
for the sale of the property. The proposed sale price is subject
to a 90 day review and one 90 day renewal, which would
put the tentative closing date in January, 2001. The first
90 day option expired October 15, 2000 and the
90 day renewal has been exercised. Estimated cleanup costs,
should they become the responsibility of United Bank, are not
material to the business or financial condition of the Bank and
have been set up as an allowance against the propertys
value on the Corporations consolidated balance sheet.

ALLOWANCE FOR LOAN LOSSES

The provision for loan losses for the third quarter of 2000 was
$128, a decrease of $433, or 77.2%, from the same period in
1999. On a year-to-date basis, the provision for loan losses was
$498, a decrease of $1,351, or 73.1%, from the same period in
1999. At September 30, 2000, the allowance for loan losses
as a percentage of loans outstanding was 1.47% compared to 1.70%
at December 31, 1999.

Management continues to review the amount of provision for loan
losses charged to earnings on a regular basis, based on its
evaluation of the loan portfolios credit quality, the
adequacy of the allowance for loan losses under current economic
conditions and current and anticipated loan growth. Due to
improved underwriting, early detection systems and increased
collection efforts, the December 31, 1999 ratio of net
charge-offs to average loans outstanding reached its lowest
levels in the last ten years at 0.06%.

17



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##### Table of Contents



U N B   C O R P.

Managements Discussion and Analysis of Financial
Condition and Results of Operations (continued)

Net charge-offs for the period ending September 30, 2000
were 0.13% as compared to 0.04% for the same period in 1999.
This increase was the result of increased seasonal charge-offs
of indirect boat and recreational vehicle loans and charge-offs
of commercial loans. A detailed analysis of the allowance for
loan losses for the nine months ended September 30, 2000,
and September 30, 1999, is as follows:

|                          |  |                                                                                         |                         |                                     |       |   |        |  |       |  |     | 
|------------------------- |  | --------------------------------------------------------------------------------------- | ----------------------- | ----------------------------------- | ----- | - | ------ |  | ----- |  | --- | 
|                          |  | 2000                                                                                    |                         | 1999                               
|                          |  |                                                                                         |                         |                                    
|Balance at January 1,     |  | $                                                                                       | 13,174                  |                                     |       | $ | 11,172 | 
|                         
|                         
|                         
|                         
|                          |  |                                                                                         | Charge-Offs (Domestic): |                                     |       |   |        |  |       |  |    
|                         
|                         
|                         
|                         
|                          |  |                                                                                         |                         | Commercial, Financial, Agricultural |       |   | 466    |  |       |  | 40  | 
|                         
|                         
|                         
|                         
|                          |  |                                                                                         |                         | Real Estate  Commercial            |       |   |       |  |       |  |    | 
|                         
|                         
|                         
|                         
|                          |  |                                                                                         |                         | Real Estate  Residential           |       |   | 8      |  |       |  |    | 
|                         
|                         
|                         
|                         
|                          |  |                                                                                         |                         | Aircraft                            |       |   |       |  |       |  |    | 
|                         
|                         
|                         
|                         
|                          |  |                                                                                         |                         | Consumer Loans                      |       |   | 1,215  |  |       |  | 949 | 
|                          |  |                                                                                         |                         |                                     |       |   |        | 
|                          |  |                                                                                         |                         | Total Charge-Offs                   |       |   | 1,689  |  |       |  | 989 | 
|                          |  |                                                                                         |                         |                                     |       |   |        | 
|                          |  |                                                                                         | Recoveries (Domestic):  |                                     |       |   |        |  |       |  |    
|                         
|                         
|                         
|                         
|                          |  |                                                                                         |                         | Commercial, Financial, Agricultural |       |   | 126    |  |       |  | 40  | 
|                         
|                         
|                         
|                         
|                          |  |                                                                                         |                         | Real Estate  Commercial            |       |   |       |  |       |  |    | 
|                         
|                         
|                         
|                         
|                          |  |                                                                                         |                         | Real Estate  Residential           |       |   |       |  |       |  | 33  | 
|                         
|                         
|                         
|                         
|                          |  |                                                                                         |                         | Aircraft                            |       |   |       |  |       |  |    | 
|                         
|                         
|                         
|                         
|                          |  |                                                                                         |                         | Consumer Loans                      |       |   | 510    |  |       |  | 660 | 
|                          |  |                                                                                         |                         |                                     |       |   |        | 
|                          |  |                                                                                         |                         | Total Recoveries                    |       |   | 636    |  |       |  | 733 | 
|                          |  |                                                                                         |                         |                                     |       |   |        | 
|Net Charge-Offs           |  |                                                                                         | 1,053                   |                                     |       |   | 256    | 
|                          |  |                                                                                         |                         |                                     |       |   |        | 
|Provision for loan losses |  |                                                                                         | 498                     |                                     |       |   | 1,849  | 
|Balance at September 30,  |  | $                                                                                       | 12,619                  |                                     |       | $ | 12,765 | 
|                          |  |                                                                                         |                         |                                     |       |   |        | 
|                          |  | Ratio of year-to-date net charge-offs to year-to-date average
        loans outstanding |                         |                                     | 0.13% |   |        |  | 0.04% | 
|                          |  |                                                                                         |                         |                                     |       |   |        | 
|                          |  | Allowance as a percentage of total loans                                                |                         |                                     | 1.47% |   |        |  | 1.71% | 
|                          |  |                                                                                         |                         |                                     |       |   |        | 

The allowance for loan losses is allocated among the major loan
categories based on historical loss factors as well as the level
and trends in delinquencies, chargeoffs and recoveries. The
following table sets forth the Corporations allocation of
the allowance for loan losses as of September 30, 2000 and
December 31, 1999:

|                        |       |                    |       |                  |  |   |       |        | 
|----------------------- | ----- | ------------------ | ----- | ---------------- |  | - | ----- | ------ | 
|                        |       | September 30, 2000 |       | December 31,1999
|                        |       |                    |       |                 
|Commercial              |       | $                  | 5,525 |                  |  | $ | 5,798 |       
|                       
|                       
|                       
|                       
|Commercial real estate  |       |                    | 2,155 |                  |  |   | 1,795 |       
|                       
|                       
|                       
|                       
|Aircraft                |       |                    | 1,668 |                  |  |   | 1,020 |       
|                       
|                       
|                       
|                       
|Residential real estate |       |                    | 224   |                  |  |   | 206   |       
|                       
|                       
|                       
|                       
|Consumer                |       |                    | 2,343 |                  |  |   | 2,859 |       
|                       
|                       
|                       
|                       
|Unallocated             |       |                    | 704   |                  |  |   | 1,496 |       
|                        |       |                    |       |                  |  |   |       |       
|                        | Total |                    | $     | 12,619           |  |   | $     | 13,174 | 
|                        |       |                    |       |                  |  |   |       |       

ASSET QUALITY

At September 30, 2000, impaired loans were $4,517, an
increase of $3,566 from December 31, 1999. The amount of
allowance allocated to impaired loans increased from $665 at
December 31, 1999 to $989 at September 30, 2000 due to
a number of loans being reclassified during the second quarter
of 2000 as a result of an early

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U N B   C O R P.

Managements Discussion and Analysis of Financial
Condition and Results of Operations (continued)

detection program instituted in the loan review system.
Nonperforming assets, which include non-accrual loans, accruing
loans past due 90 days or more, restructured loans and
other real estate owned were $1,931 at September 30, 2000
compared to $2,337 at December 31, 1999, a decrease of
$406, or 17.4%. The following table presents the amounts of
nonperforming assets and pertinent ratios as of the dates
indicated:

|                                                                                              |  |               |       |              |  |               |       |   |  |   |       |  
|--------------------------------------------------------------------------------------------- |  | ------------- | ----- | ------------ |  | ------------- | ----- | - |  | - | ----- | -
|                                                                                              |  | September 30, |       | December 31, |  | September 30,
|                                                                                              |  | 2000          |       | 1999         |  | 1999         
|                                                                                              |  |               |       |              |  |              
|Non-accrual loans                                                                             |  | $             | 1,419 |              |  | $             | 1,636 |   |  | $ | 1,595 |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Accruing loans past due 90 days or more                                                       |  |               | 144   |              |  |               | 353   |   |  |   | 147   |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Restructured loans                                                                            |  |               | 8     |              |  |               | 23    |   |  |   | 183   |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Other real estate owned                                                                       |  |               | 360   |              |  |               | 325   |   |  |   | 325   |  
|                                                                                              |  |               |       |              |  |               |       |   |  |   |       |  
|Total nonperforming assets                                                                    |  | $             | 1,931 |              |  | $             | 2,337 |   |  | $ | 2,250 |  
|                                                                                              |  |               |       |              |  |               |       |   |  |   |       |  
|Total nonperforming assets as a percentage of total loans and
        other real estate owned |  |               | 0.22  | %            |  |               | 0.30  | % |  |   | 0.30  | %

The ratio of nonperforming loans to total loans outstanding at
September 30, 2000 of 0.18% is an eight basis point
improvement from year-end 1999. Also, this ratio compares
favorably to the ratio for the Corporations peers, all
bank holding companies with consolidated assets between
$1 billion and $3 billion, which stands at 0.62% at
June 30, 2000, the most current data available.

LIQUIDITY

Management ensures the liquidity position of the Corporation is
adequate to meet the credit needs and cash demands of its
borrowers and depositors as well as maintain reserve
requirements. This is accomplished through the
Corporations ability to readily convert assets to cash and
raise funds in the market place in a timely and cost effective
manner. Total cash, federal funds sold, investments and
mortgage-backed securities available for sale of $146,348
represent 14.2% of total assets at September 30, 2000. Of
the investments available for sale, $22,584 are held in U.S.
Treasury and Agency securities, 64.4% of which mature within one
year. Approximately $105,090 of total Corporate securities are
pledged as collateral to secure public fund deposits, sweep or
term repurchase agreements or other obligations. The
Corporations ability to raise funds in the market place is
provided by the Banks branch network, in addition to the
availability of Federal Home Loan Bank (FHLB) advance
borrowings, brokered deposits, Federal funds purchased and
securities sold under agreement to repurchase.

The liquidity needs of the Parent Company, primarily cash
dividends, treasury stock purchases and vendor and tax payments,
are met through cash, investments in the Parent Company,
dividends from the Bank and borrowings from a third party
financial institution.

FORWARD LOOKING STATEMENTS

Certain statements contained in this report that are not
historical facts are forward looking statements that are subject
to certain risks and uncertainties. When used herein, the terms
anticipates, plans, expects,
believes, and similar expressions as they relate to
UNB Corp. or its management are intended to

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U N B   C O R P.

Managements Discussion and Analysis of Financial
Condition and Results of Operations (continued)

identify such forward looking statements. UNB Corp.s
actual results, performance or achievements may materially
differ from those expressed or implied in the forward looking
statements. Risks and uncertainties that could cause or
contribute to such material differences include, but are not
limited to, general economic conditions, interest rate
environment, competitive conditions in the financial services
industry, changes in law, governmental policies and regulations,
and rapidly changing technology affecting financial services.

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##### Table of Contents



U N B   C O R P.



Quantitative and Qualitative Disclosures About Market Risk




Item 3.  Quantitative and Qualitative
Disclosures About Market Risk

MARKET RISK

The Corporations primary market risk exposure is interest
rate risk, which is defined as the potential loss of income or
capital as a result of changes in interest rates. The
differences in the cash flows and repricing characteristics that
occur in various assets and liabilities that are available in
the banking industry means that some level of interest rate risk
will always be present, but the Corporation has the
responsibility to manage that risk to minimize the negative
impact on both earnings and capital. Evaluating the
Corporations exposure to changes in interest rates
includes assessing both the management process used to control
interest rate risk and the calculated level of risk. The
Corporation maintains the appropriate policies, procedures,
management information systems and internal controls as required
by the Joint Agency Policy Statement on Risk. The Asset and
Liability Management Committee meets regularly to monitor the
Corporations exposure to interest rate risk and to assess
strategies to manage that risk.

The Corporation uses a number of methods to calculate and
measure interest rate risk. The asset/liability gap compares the
dollar amounts of assets and liabilities that will mature or
reprice in a given time period to determine the level and
direction of interest rate sensitivity. The Corporation is
considered asset sensitive if more assets than liabilities
mature or reprice in the specified time frame and liability
sensitive if more liabilities than assets mature or reprice in
that same period. Asset sensitivity, or a positive gap,
indicates that the Corporations exposure is to falling
rates, since more assets than liabilities could reprice or
require reinvestment at lower interest rates. Liability
sensitivity, or a negative gap, means that the
Corporations exposure is to rising rates since more
liabilities than assets could reprice at higher rates.

The Corporation makes a number of assumptions when calculating
its gap position. The most significant assumption 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. To compensate for these extremes, the Corporation uses
multiple deposit distribution assumptions to provide a range of
interest rate risk measurements that it uses as a guide for
managing various assets and liabilities. As of
September 30, the Corporations modified twelve month
cumulative gap was at 3.02% compared to 3.98% in the
previous period, indicating a moderately liability sensitive
position.

One of the shortcomings of the gap analysis is that the use of a
static balance sheet results in a measure of interest rate risk
at one specific point in time. Simulation analysis provides a
more dynamic interpretation of the impact of rates on the
Corporations forecasted income and net present value of
assets, liabilities and capital. The Corporation makes certain
assumptions regarding the level of interest rates, prepayments
on assets with imbedded options including

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U N B   C O R P.



Quantitative and Qualitative Disclosures About Market Risk
(continued)

loans and asset backed securities, and the behavior of deposits
without contractual maturity dates. These assumptions, in
addition to actual rates and maturity and repricing dates on
loans, investments and deposits, are incorporated into a
computer model which calculates forecasted net income and
discounts the projected cash flows of rate sensitive assets and
liabilities to determine the present value of the
Corporations capital. 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 more 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. The residential mortgage prepayment assumptions
are based on industry medians and could differ from the
Corporation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 Corporation might
instate in response to shifts in interest rates.

At September 30, 2000, the Corporations interest rate
shock analysis forecasted a 6.22% increase in the market value
of equity in response to a decrease of 200 basis points in
market rates and a 4.77% decrease in the market value of equity
based on a corresponding increase in market rates. The model
results indicate that the Corporation would benefit from a
decrease in rates, subject to the limitations and assumptions
previously discussed.

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 Corporation 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 Corporation has two pay-fixed amortizing interest rate swaps
executed as hedges against fixed rate mortgages held in the
portfolio, one initiated in 1993 and the other in 1998. The net
cash flows and market values of the swaps move inversely with
those of the fixed rate loans in the portfolio, which reduces
the Corporations exposure to changing interest rates. If
rates rise, the Corporation receives net cash flows from the
swaps which compensates for the opportunity loss of holding an
asset with a below market yield. Alternatively, the increase in
the market value of the swaps 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 swaps. At the end of September,
the swaps had a combined net gain of $194 on outstanding
notional principal of $13,692.

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##### Table of Contents



U N B   C O R P.






Part II  Other Information




Item 1  Legal Proceedings

The nature of UNB Corp.s business results in a certain
amount of litigation. Accordingly, the Corporation and its
subsidiaries are subject to various pending and threatened
lawsuits in which claims for monetary damages are asserted in
the ordinary course of business. While any litigation involves
an element of uncertainty, in the opinion of management,
liabilities, if any, arising from such litigation or threat
thereof will not have a material effect on the Corporation.




Item 2  Changes in Securities and Use of
Proceeds

Not applicable.




Item 3  Defaults Upon Senior Securities

Not applicable.




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

During the quarter ended September 30, 2000, there were no
matters submitted to a vote of shareholders.




Item 5  Other Information

On September 8, 2000, UNB Corp.s election to become a
Financial Holding Company was acknowledged by the Board of
Governors of the Federal Reserve System. This new designation
was created by the passage of the Gramm-Leach-Bliley Act last
November, and authorized financial holding companies to engage
in any activity that is financial in nature or incidental to
financial activities.




Item 6  Exhibits and Reports on
Form 8-K

|   |  |         |      |         |  |                                                                                                                         
|-- |  | ------- | ---- | ------- |  | ------------------------------------------------------------------------------------------------------------------------
|A. |  |         |      |        
|   |  | Exhibit |      |        
|   |  | Number  |      | Exhibit
|   |  |         |      |        
|   |  |         | 27.1 |         |  | Financial Data Schedule for the nine months ended
        September  30, 2000(1)                                        
|   |  |         | 27.2 |         |  | Financial Data Schedule for the nine months ended
        September  30, 1999(1)                                        
|B. |  |         |      |         |  | Reports  Form 8-K  No reports on
        Form 8-K were filed by the Registrant during the nine
        months of 2000.

(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      11/10/00 |  | /s/ James J. Pennetti                                                               
|                   |  |                                                                                     
|                   |  | James J. Pennetti
        (Duly authorized officer and
        Treasurer, UNB Corp.)

23