##### Table of Contents



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, 2002

OR

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

For the transition period from  to



Commission File Number 0-13270

Unizan Financial Corp.(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Ohio                                                           |  | 34-1442295                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X   No

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

|                                 |  |                                    |            | 
|-------------------------------- |  | ---------------------------------- | ---------- | 
|Class                            |  | Outstanding as of October 31, 2002
|                                 |  |                                   
|Common Stock, $1.00 Stated Value |  |                                    | 22,081,409 | 





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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 CASH FLOWS          
|                                                 |                                                                                                              | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     
|                                                 | Item 2:                                                                                                     
|                                                 | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS UNIZAN FINANCIAL CORP.
|                                                 | Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                          
|                                                 | Item 4: CONTROLS AND PROCEDURES DISCLOSURE                                                                  
|PART II  OTHER INFORMATION                     
|Signatures                                      
|EX-10.AB Severance Agrmt for Roger L. Mann      
|EX-10.AC Amended Salary Agrmt for Roger L. Mann 
|EX-10.AD Severance Agrmt for James Pennetti     
|EX-10.AE Amended Salary Agrmt for James Pennetti
|EX-10.AF Severance Agrmt for Scott Dodds        
|EX-10.AG Amended Salary Agrmt for Scott Dodds   
|EX-10.AH Severance Agrmt for James Nicholson    
|EX-10.AI Severance Agrmt for Ed Cohn            
|EX-10.AJ Severance Agrmt for an Officer         
|EX-10.AK Severance Agrmt for James Baemel       
|EX-10.AL Severance Agrmt for Gary McGlaughlin   
|EX-10.AM Severance Agrmt for Thomas Selock      
|EX-99.1 Certification of Financial Results      
|EX-99.2 Certification of Financial Results      



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##### Table of Contents



INDEX
UNIZAN FINANCIAL CORP.







|                                                                                              |                                                             |                                                 |                                            |  |  |  |       |    |      |  | 
|--------------------------------------------------------------------------------------------- | ----------------------------------------------------------- | ----------------------------------------------- | ------------------------------------------ |  |  |  | ----- | -- | ---- |  | 
|PART I. FINANCIAL INFORMATION                                                                 |                                                             | PAGE NO.                                       
|                                                                                              |                                                             |                                                
|Item 1. Financial Statements                                                                  |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             | Consolidated Balance Sheets                     |                                            |  |  |  |       |    | 1    | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             | Consolidated Statements of Income               |                                            |  |  |  |       |    | 2    | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             | Consolidated Statements of Comprehensive Income |                                            |  |  |  |       |    | 3    | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             | Consolidated Statements of Cash Flows           |                                            |  |  |  |       |    | 4    | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             | Notes to Consolidated Financial Statements      |                                            |  |  |  |       |    | 5-11 | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations |                                                             |                                                 |                                            |  |  |  | 12-20 |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                             |                                                 |                                            |  |  |  | 21-22 |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 4. Controls and Procedures Disclosure                                                    |                                                             |                                                 |                                            |  |  |  | 22    |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|PART II. OTHER INFORMATION                                                                    |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Other Information                                           |                                                 |                                            |  |  |  |       | 23 |     
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | 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                    |                                                 |                                            |  |  |  |       |    |     
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             |                                                 | (a) Exhibits on Item 601 of Regulation S-K |  |  |  |       |    |      |  | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Signatures                                                                                    |                                                             |                                                 |                                            |  |  |  | 24    |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                                             |                                                 |                                            |  |  |  |       |   
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Certifications                                                                                |                                                             |                                                 |                                            |  |  |  | 25-26 |   





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##### Table of Contents






UNIZAN FINANCIAL CORP.CONSOLIDATED BALANCE SHEETS

|                                                                                                                                                                       |                                        |                                |                |                                            |           |           |           |         |           |           |           | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ------------------------------ | -------------- | ------------------------------------------ | --------- | --------- | --------- | ------- | --------- | --------- | --------- | 
|(In thousands except per share data)                                                                                                                                   |                                        | September 30,                  |                | December 31,                              
|                                                                                                                                                                       |                                        |                                |                |                                            |           | 2002      |           | 2001   
|                                                                                                                                                                       |                                        |                                |                |                                           
|ASSETS                                                                                                                                                                 |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Cash and cash equivalents                                                                                                                                              |                                        | $                              | 69,465         |                                            |           | $         | 26,978    |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Federal Funds Sold                                                                                                                                                     |                                        |                                | 32,100         |                                            |           |           | 260       |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Interest bearing deposits with banks                                                                                                                                   |                                        |                                | 6              |                                            |           |           | 646       |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Securities held-to-maturity, (Fair value:                                                                                                                              |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                       | $6,937 and $9,693, respectively)       |                                |                | 6,638                                      |           |           |           | 9,421   |          
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Securities available-for-sale, at fair value                                                                                                                           |                                        |                                | 408,764        |                                            |           |           | 293,805   |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Federal Home Loan Bank stock, at cost                                                                                                                                  |                                        |                                | 32,987         |                                            |           |           | 22,950    |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Loans originated and held for sale                                                                                                                                     |                                        |                                | 22,717         |                                            |           |           | 10,455    |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Loans:                                                                                                                                                                 |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                       | Commercial, financial and agricultural |                                |                | 233,747                                    |           |           |           | 105,590 |          
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                       | Aircraft                               |                                |                | 133,680                                    |           |           |           |        |          
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                       | Commercial real estate                 |                                |                | 592,865                                    |           |           |           | 432,840 |          
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                       | Residential real estate                |                                |                | 519,985                                    |           |           |           | 350,176 |          
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                       | Consumer                               |                                |                | 415,963                                    |           |           |           | 140,431 |          
|                                                                                                                                                                       |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                       |                                        | Total loans                    |                |                                            | 1,896,240 |           |           |         | 1,029,037 |          
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                       |                                        | Less allowance for loan losses |                |                                            | (26,600   | )         |           |         | (10,610   | )        
|                                                                                                                                                                       |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                       |                                        |                                | Net loans      |                                            |           | 1,869,640 |           |         |           | 1,018,427 |          
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Premises and equipment, net                                                                                                                                            |                                        |                                | 27,732         |                                            |           |           | 17,744    |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Goodwill                                                                                                                                                               |                                        |                                | 92,383         |                                            |           |           | 18,871    |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Other intangible assets                                                                                                                                                |                                        |                                | 22,992         |                                            |           |           | 1,779     |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Accrued interest receivable and other assets                                                                                                                           |                                        |                                | 81,695         |                                            |           |           | 50,118    |        
|                                                                                                                                                                       |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                       |                                        |                                |                | Total Assets                               |           | $         | 2,667,119 |         |           | $         | 1,471,454 | 
|                                                                                                                                                                       |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                       |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|LIABILITIES                                                                                                                                                            |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Deposits:                                                                                                                                                              |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                       |                                        | Noninterest bearing deposits   |                | $                                          | 210,629   |           |           | $       | 83,521    |          
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                       |                                        | Interest bearing deposits      |                |                                            | 1,726,898 |           |           |         | 1,015,316 |          
|                                                                                                                                                                       |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                       |                                        |                                | Total deposits |                                            |           | 1,937,527 |           |         |           | 1,098,837 |          
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Short-term borrowings                                                                                                                                                  |                                        |                                | 66,476         |                                            |           |           | 1,000     |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Other borrowings                                                                                                                                                       |                                        |                                | 301,897        |                                            |           |           | 219,565   |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Accrued taxes, expenses and other liabilities                                                                                                                          |                                        |                                | 41,699         |                                            |           |           | 15,546    |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Company obligated mandatorily redeemable trust preferred                                                                                                               |                                        |                                | 20,000         |                                            |           |           | 20,000    |        
|                                                                                                                                                                       |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                       |                                        |                                |                | Total Liabilities                          |           |           | 2,367,599 |         |           |           | 1,354,948 | 
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                       |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|SHAREHOLDERS EQUITY                                                                                                                                                   |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Common stock (2002 - $1.00 stated value, 100,000,000 shares
authorized and 22,085,052 issued; 2001 - no par value,
20,000,000 shares authorized and 12,632,896 issued) |                                        |                                | 22,085         |                                            |           |           | 87,049    |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Paid-in capital                                                                                                                                                        |                                        |                                | 221,739        |                                            |           |           |          |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Retained earnings                                                                                                                                                      |                                        |                                | 57,997         |                                            |           |           | 49,820    |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Stock held by deferred compensation plan, 83,734 and 0
shares at cost                                                                                                  |                                        |                                | (1,349         | )                                          |           |           |          |        
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Treasury stock, 3,487 and 1,052,834 shares at cost                                                                                                                     |                                        |                                | (79            | )                                          |           |           | (17,991   | )      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Accumulated other comprehensive income                                                                                                                                 |                                        |                                | (873           | )                                          |           |           | (2,372    | )      
|                                                                                                                                                                       |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                       |                                        |                                |                | Total Shareholders Equity                 |           |           | 299,520   |         |           |           | 116,506   | 
|                                                                                                                                                                       |                                        |                                |                |                                            |           |           |           |        
|                                                                                                                                                                       |                                        |                                |                | Total Liabilities and Shareholders Equity |           | $         | 2,667,119 |         |           | $         | 1,471,454 | 
|                                                                                                                                                                       |                                        |                                |                |                                            |           |           |           |        

See Notes to the Consolidated Financial Statements

1



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##### Table of Contents






UNIZAN FINANCIAL CORP.CONSOLIDATED STATEMENTS OF INCOME

|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |        | 
|--------------------------------------------------- | ------------------------------------------------------------ | -------------------- | ---------------------- | ----------------- | ------------- | ------ | ------------- | ---------- | ------ | ------ | ------ | ---------- | ------ | ------- | ------ | ---------- | ------ | ------ | 
|(In thousands except per share data)                |                                                              | Three Months Ended   |                        | Nine Months Ended
|                                                    |                                                              |                      |                        |                   | September 30, |        | September 30,
|                                                    |                                                              |                      |                        |                   |               |        |              
|                                                    |                                                              |                      |                        |                   | 2002          |        | 2001          |            | 2002   |        | 2001  
|                                                    |                                                              |                      |                        |                   |               |        |               |           
|Interest income:                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest and fees on loans:                                  |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                              | Taxable              |                        | $                 | 33,350        |        |               | $          | 22,469 |        |        | $          | 90,267 |         |        | $          | 69,535 |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                              | Tax exempt           |                        |                   | 52            |        |               |            | 19     |        |        |            | 132    |         |        |            | 55     |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest and dividends on securities
Taxable                 |                      |                        | 5,596             |               |        |               | 5,096      |        |        |        | 16,310     |        |         |        | 16,191     |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                              | Tax exempt           |                        |                   | 372           |        |               |            | 338    |        |        |            | 1,119  |         |        |            | 997    |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest on bank deposits and federal funds sold             |                      |                        | 49                |               |        |               | 49         |        |        |        | 96         |        |         |        | 1,152      |       
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |       
|                                                    |                                                              |                      | Total interest income  |                   |               | 39,419 |               |            |        | 27,971 |        |            |        | 107,924 |        |            |        | 87,930 | 
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |       
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|Interest expense:                                   |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest on deposits                                         |                      |                        | 11,545            |               |        |               | 12,101     |        |        |        | 32,934     |        |         |        | 39,935     |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest on borrowings                                       |                      |                        | 5,468             |               |        |               | 4,272      |        |        |        | 15,529     |        |         |        | 13,906     |       
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |       
|                                                    |                                                              |                      | Total interest expense |                   |               | 17,013 |               |            |        | 16,373 |        |            |        | 48,463  |        |            |        | 53,841 | 
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |       
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|Net interest income                                 |                                                              |                      | 22,406                 |                   |               |        | 11,598        |            |        |        | 59,461 |            |        |         | 34,089 |           
|                                                   
|                                                   
|                                                   
|                                                   
|Provision for loan losses                           |                                                              |                      | 930                    |                   |               |        | 510           |            |        |        | 7,139  |            |        |         | 1,470  |           
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |       
|Net interest income after provision for loan losses |                                                              |                      | 21,476                 |                   |               |        | 11,088        |            |        |        | 52,322 |            |        |         | 32,619 |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|Other Income:                                       |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Trust income                                                 |                      |                        | 1,852             |               |        |               | 695        |        |        |        | 4,782      |        |         |        | 1,833      |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Financial planning income                                    |                      |                        | 59                |               |        |               | 193        |        |        |        | 779        |        |         |        | 750        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Customer service fees                                        |                      |                        | 1,558             |               |        |               | 681        |        |        |        | 3,994      |        |         |        | 1,961      |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Gains on loans originated for sale                           |                      |                        | 1,736             |               |        |               | 872        |        |        |        | 3,578      |        |         |        | 2,469      |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Security gains                                               |                      |                        |                  |               |        |               | 68         |        |        |        |           |        |         |        | 263        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Derivative instruments and hedging activity income/(expense) |                      |                        | 16                |               |        |               | (27        | )      |        |        | 152        |        |         |        | (48        | )     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other operating income                                       |                      |                        | 1,724             |               |        |               | 942        |        |        |        | 5,140      |        |         |        | 2,948      |       
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |       
|                                                    |                                                              | Total other income   |                        |                   | 6,945         |        |               |            | 3,424  |        |        |            | 18,425 |         |        |            | 10,176 |       
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |       
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|Other expenses:                                     |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Salaries, wages, pension and benefits                        |                      |                        | 8,166             |               |        |               | 4,470      |        |        |        | 23,304     |        |         |        | 13,378     |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Occupancy expense                                            |                      |                        | 846               |               |        |               | 493        |        |        |        | 2,351      |        |         |        | 1,482      |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Furniture and equipment expense                              |                      |                        | 599               |               |        |               | 265        |        |        |        | 1,468      |        |         |        | 850        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Taxes other than income taxes                                |                      |                        | 273               |               |        |               | 261        |        |        |        | 1,796      |        |         |        | 759        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Goodwill amortization expense                                |                      |                        | 123               |               |        |               | 280        |        |        |        | 277        |        |         |        | 841        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other intangible amortization expense                        |                      |                        | 751               |               |        |               | 172        |        |        |        | 1,691      |        |         |        | 614        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Impairment of goodwill                                       |                      |                        |                  |               |        |               |           |        |        |        | 1,392      |        |         |        |           |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other operating expense                                      |                      |                        | 4,392             |               |        |               | 2,550      |        |        |        | 13,831     |        |         |        | 7,216      |       
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |       
|                                                    |                                                              | Total other expenses |                        |                   | 15,150        |        |               |            | 8,491  |        |        |            | 46,110 |         |        |            | 25,140 |       
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |       
|Income before income taxes                          |                                                              |                      | 13,271                 |                   |               |        | 6,021         |            |        |        | 24,637 |            |        |         | 17,655 |           
|                                                   
|                                                   
|                                                   
|                                                   
|Provision for income taxes                          |                                                              |                      | 4,275                  |                   |               |        | 1,971         |            |        |        | 7,886  |            |        |         | 5,795  |           
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |       
|                                                    | Net income                                                   |                      | $                      | 8,996             |               |        | $             | 4,050      |        |        | $      | 16,751     |        |         | $      | 11,860     |       
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |       
|Earnings per share:                                 |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Basic                                                        |                      | $                      | 0.41              |               |        | $             | 0.35       |        |        | $      | 0.86       |        |         | $      | 1.02       |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Diluted                                                      |                      | $                      | 0.40              |               |        | $             | 0.35       |        |        | $      | 0.83       |        |         | $      | 1.01       |       
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |       
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|Dividends per share                                 |                                                              | $                    | 0.13                   |                   |               | $      | 0.11          |            |        | $      | 0.39   |            |        | $       | 0.33   |           
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |       
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|Weighted average shares outstanding:                |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Basic                                                        |                      |                        | 22,056,715        |               |        |               | 11,582,670 |        |        |        | 19,519,937 |        |         |        | 11,615,285 |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Diluted                                                      |                      |                        | 22,590,539        |               |        |               | 11,684,285 |        |        |        | 20,150,547 |        |         |        | 11,687,828 |       
|                                                    |                                                              |                      |                        |                   |               |        |               |            |        |        |        |            |        |         |        |            |        |       

See Notes to the Consolidated Financial Statements

2



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##### Table of Contents






UNIZAN FINANCIAL CORP.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

|                                                                                    |                                         |                    |               |                   |               |   |       |       |      |   |        |       |  |   |        |       |  |  |  |  |  |  |  |  | 
|----------------------------------------------------------------------------------- | --------------------------------------- | ------------------ | ------------- | ----------------- | ------------- | - | ----- | ----- | ---- | - | ------ | ----- |  | - | ------ | ----- |  |  |  |  |  |  |  |  | 
|(In thousands)                                                                      |                                         | Three Months Ended |               | Nine Months Ended
|                                                                                    |                                         |                    | September 30, |                   | September 30,
|                                                                                    |                                         |                    |               |                   |              
|                                                                                    |                                         |                    | 2002          |                   | 2001          |   | 2002  |       | 2001
|                                                                                    |                                         |                    |               |                   |               |   |       |      
|Net Income                                                                          |                                         | $                  | 8,996         |                   |               | $ | 4,050 |       |      | $ | 16,751 |       |  | $ | 11,860 |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Comprehensive
income, net of tax                                                    |                                         |                    |               |                   |               |   |       |       |      |   |        |       |  |   |        |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Unrealized gains/(losses) on derivatives                                            |                                         |                    | (1,346        | )                 |               |   | (924  | )     |      |   | (1,503 | )     |  |   | (1,720 | )    
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Unrealized gains/(losses) on securities:                                            |                                         |                    |               |                   |               |   |       |       |      |   |        |       |  |   |        |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Unrealized gains/(losses) arising during
the period                                 |                                         |                    | 1,531         |                   |               |   | 1,449 |       |      |   | 3,002  |       |  |   | 2,876  |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Less: Reclassified adjustment for accumulated
gains/(losses) included in net income |                                         |                    |              |                   |               |   | 44    |       |      |   |       |       |  |   | 171    |      
|                                                                                    |                                         |                    |               |                   |               |   |       |       |      |   |        |       |  |   |        |      
|                                                                                    | Unrealized gains/(losses) on securities |                    |               | 1,531             |               |   |       | 1,493 |      |   |        | 3,002 |  |   |        | 3,047 | 
|                                                                                    |                                         |                    |               |                   |               |   |       |       |      |   |        |       |  |   |        |      
|Comprehensive income                                                                |                                         | $                  | 9,181         |                   |               | $ | 4,619 |       |      | $ | 18,250 |       |  | $ | 13,187 |      
|                                                                                    |                                         |                    |               |                   |               |   |       |       |      |   |        |       |  |   |        |      

See Notes to the Consolidated Financial Statements

3



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##### Table of Contents






UNIZAN FINANCIAL CORP.CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                               |                                                                            |                                         |                                    |          |                   |         |        |         |         |         |  
|---------------------------------------------- | -------------------------------------------------------------------------- | --------------------------------------- | ---------------------------------- | -------- | ----------------- | ------- | ------ | ------- | ------- | ------- | -
|                                               |                                                                            |                                         |                                    |          | Nine Months Ended
|(In thousands)                                 |                                                                            | September 30,                          
|                                               |                                                                            |                                         |                                    |          |                  
|                                               |                                                                            |                                         |                                    |          | 2002              |         | 2001  
|                                               |                                                                            |                                         |                                    |         
|Cash flows from operating activities:          |                                                                            |                                         |                                    |          |                   |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net income/(loss)                                                          |                                         | $                                  | 16,751   |                   |         | $      | 11,860  |        
|                                              
|                                              
|                                              
|                                              
|                                               | Adjustments to reconcile net income to net cash from operating activities: |                                         |                                    |          |                   |         |        |         |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Depreciation and amortization           |                                    |          | 3,019             |         |        |         | 3,462   |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Provision for loan losses               |                                    |          | 7,139             |         |        |         | 1,470   |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Net securities gains                    |                                    |          |                  |         |        |         | (263    | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Loans originated for resale             |                                    |          | (147,299          | )       |        |         | (64,369 | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Proceeds from sale of loan originations |                                    |          | 135,037           |         |        |         | 63,000  |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Gains from sale of loans                |                                    |          | (3,578            | )       |        |         | (2,469  | )      
|                                              
|                                              
|                                              
|                                              
|                                               | Changes in:                                                                |                                         |                                    |          |                   |         |        |         |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Interest receivable                     |                                    |          | (348              | )       |        |         | 792     |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Interest payable                        |                                    |          | 169               |         |        |         | (1,790  | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Other assets and liabilities, net       |                                    |          | 5,591             |         |        |         | (2,534  | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | FHLB stock dividend                     |                                    |          | (1,125            | )       |        |         | (1,171  | )      
|                                               |                                                                            |                                         |                                    |          |                   |         |        |         |        
|                                               |                                                                            |                                         | Net cash from operating activities |          |                   | 15,356  |        |         |         | 7,988   |  
|                                               |                                                                            |                                         |                                    |          |                   |         |        |         |        
|                                               |                                                                            |                                         |                                    |          |                   |         |        |        
|                                              
|                                              
|                                              
|                                              
|Cash flows from investing activities:          |                                                                            |                                         |                                    |          |                   |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net change in interest bearing deposits with banks                         |                                         |                                    | 640      |                   |         |        |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net increase in funds sold                                                 |                                         |                                    | (31,840  | )                 |         |        | 30,120  |        
|                                              
|                                              
|                                              
|                                              
|                                               | Proceeds from maturities of securities held to maturity                    |                                         |                                    | 7,240    |                   |         |        | 2,958   |        
|                                              
|                                              
|                                              
|                                              
|                                               | Proceeds from maturities of securities available for sale                  |                                         |                                    | 155,028  |                   |         |        | 58,633  |        
|                                              
|                                              
|                                              
|                                              
|                                               | Purchases of securities available for sale                                 |                                         |                                    | (153,687 | )                 |         |        | (39,631 | )      
|                                              
|                                              
|                                              
|                                              
|                                               | Net decrease in loans made to customers                                    |                                         |                                    | 30,915   |                   |         |        | 16,408  |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net cash received in merger                                                |                                         |                                    | 46,492   |                   |         |        |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net increase in bank owned life insurance                                  |                                         |                                    | (1,747   | )                 |         |        |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Purchases of premises and equipment, net                                   |                                         |                                    | (2,691   | )                 |         |        | (1,160  | )      
|                                               |                                                                            |                                         |                                    |          |                   |         |        |         |        
|                                               |                                                                            |                                         | Net cash from investing activities |          |                   | 50,350  |        |         |         | 67,328  |  
|                                               |                                                                            |                                         |                                    |          |                   |         |        |         |        
|                                               |                                                                            |                                         |                                    |          |                   |         |        |        
|                                              
|                                              
|                                              
|                                              
|Cash flows from financing activities:          |                                                                            |                                         |                                    |          |                   |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net change in deposits                                                     |                                         |                                    | 36,230   |                   |         |        | (14,895 | )      
|                                              
|                                              
|                                              
|                                              
|                                               | Cash dividends paid, net of shares issued through dividend reinvestment    |                                         |                                    | (8,574   | )                 |         |        | (3,818  | )      
|                                              
|                                              
|                                              
|                                              
|                                               | Issuance/(purchase) of stock, net                                          |                                         |                                    | (171     | )                 |         |        | (986    | )      
|                                              
|                                              
|                                              
|                                              
|                                               | Net change in stock held in deferred compensation plan                     |                                         |                                    | (752     | )                 |         |        |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net change in Federal Home Loan Bank advances and other borrowings         |                                         |                                    | (49,952  | )                 |         |        | (58,700 | )      
|                                               |                                                                            |                                         |                                    |          |                   |         |        |         |        
|                                               |                                                                            |                                         | Net cash from financing activities |          |                   | (23,219 | )      |         |         | (78,399 | )
|                                               |                                                                            |                                         |                                    |          |                   |         |        |         |        
|Net change in cash and cash equivalents        |                                                                            |                                         | 42,487                             |          |                   |         | (3,083 | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            |                                         |                                    |          |                   |         |        |        
|                                              
|                                              
|                                              
|                                              
|Cash and cash equivalents at beginning of year |                                                                            |                                         | 26,978                             |          |                   |         | 32,511 |        
|                                               |                                                                            |                                         |                                    |          |                   |         |        |         |        
|                                               |                                                                            |                                         |                                    |          |                   |         |        |        
|                                              
|                                              
|                                              
|                                              
|Cash and cash equivalents at end of period     |                                                                            | $                                       | 69,465                             |          |                   | $       | 29,428 |        
|                                               |                                                                            |                                         |                                    |          |                   |         |        |         |        
|                                               |                                                                            |                                         |                                    |          |                   |         |        |        
|                                              
|                                              
|                                              
|                                              
|Supplemental cash flow disclosures:            |                                                                            |                                         |                                    |          |                   |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Income taxes paid                                                          |                                         | $                                  | 9,700    |                   |         | $      | 3,700   |        
|                                              
|                                              
|                                              
|                                              
|                                               | Interest paid                                                              |                                         | $                                  | 48,283   |                   |         | $      | 57,262  |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            |                                         |                                    |          |                   |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Merger with UNB Corp. through issuance of common stock                     |                                         |                                    | 174,581  |                   |         |        |         |        

See the Notes to the Consolidated Financial Statements

4



---



##### Table of Contents



UNIZAN FINANCIAL CORP.




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2002 (Unaudited)
(In thousands, except per share data)

The consolidated financial statements for interim periods are unaudited;
however, in the opinion of management of Unizan Financial Corp. (Company),
the accompanying consolidated financial statements contain all material
adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the financial position and results of operations and cash flows
for the periods presented. The unaudited financial statements are presented in
accordance with the requirements of Form 10-Q and do not include all
disclosures normally required by accounting principles generally accepted in
the United States of America. Reference should be made to UNB Corp.s
consolidated financial statements and notes thereto included in the annual
report on Form 10-K for the year ended December 31, 2001 and BancFirst Ohio
Corp.s audited financial statements included as an exhibit to Companys March
31, 2002 Form 10-Q for additional disclosures, including a summary of the
Companys accounting policies. The results of operations for the three month
and nine month periods ended September 30, 2002 are not necessarily indicative
of the results to be expected for the full year.



|1) |  | BASIS OF PRESENTATION:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany
transactions and accounts have been eliminated in consolidation. Unless
otherwise indicated, dollars are in thousands except per share data.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|2) |  | NEW ACCOUNTING PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | The FASB issued Statement 147, Acquisitions of Certain Financial
Institutions, which replaced certain paragraphs in Statement 72. When an
acquisition involves more liabilities than assets, the unidentified
intangible asset that resulted under Statement 72, now represents
goodwill if the branch acquisition meets the definition of a business
combination under EITF Issue 98-3. For prior acquisitions that are not
business combinations, the unidentifiable intangible is not goodwill and
must continue to be amortized. The new guidance is effective October 1,
2002. As of September 30, 2002, there was $962 of other intangible assets
generated from branch purchase transactions that will continue to be
amortized since these branch acquisitions do not qualify as a business
combination as defined by EITF Issue 98-3 and thus cannot be reclassified
as goodwill under FASB Statement 147.
|  
|3) |  | MERGER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | On March 7, 2002, the Company completed a merger between BancFirst Ohio
Corp, and UNB Corp. In connection with the merger, UNB Corp. issued 1.325
shares of common stock in exchange for each share of BancFirst common
stock. The purchase price was valued at $175 million and the value of
the 11.6 million shares issued was based on the average price of UNB Corp.
stock for three days before and two days after the terms of the merger
were agreed to and announced. Cash was paid for any fractional shares.                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | The merger is being accounted for as a purchase of UNB Corp. Accordingly,
UNB Corp.s results of operations have been included from the date of the
merger. The merger created a financial services holding company with
total assets of $2.6 billion and deposits of $1.9 billion. As a result of
the merger, management believes that the combination of the companies is a
complementary strategic fit of the existing businesses and enables Unizan
to compete more effectively with other financial institutions in the
Companys existing markets. In addition, the Company entered into the
merger for the following reasons:                                                                                                                                                                                                                                                                                   



| |  |  | expands market area and creates critical mass                                              
| | - |  | -------------------------------------------------------------------------------------------
| |  |  | enhances ability to compete and broadens product range                                     
| |  |  | expected to be accretive to per share earnings                                             
| |  |  | increases liquidity for the sale of common stock                                           
| |  |  | provides an additional platform for further growth and improves cross selling opportunities
| |  |  | provides opportunities for cost reductions through increased efficiencies.                 



| |  | The following table summarizes the fair values of the assets acquired and
liabilities assumed at the date of the acquisition. During the third
quarter 2002, goodwill and other liabilities were reduced by $1,495 for
expenses that were accrued by UNB Corp. prior to the merger that will not
be paid out. Unizan is in the process of obtaining
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5



---



##### Table of Contents





| |  | valuations of certain intangible assets; thus, the allocation of the purchase
price is subject to refinement.
| |  | -------------------------------------------------------------------------------------------------------------

|                                |                           |   |                  |           | 
|------------------------------- | ------------------------- | - | ---------------- | --------- | 
|                                |                           |   | at March 7, 2002
|                                |                           |   |                 
|Cash and short-term investments |                           | $ | 46,671           |          
|                               
|                               
|                               
|                               
|Investment securities           |                           |   | 124,248          |          
|                               
|                               
|                               
|                               
|Loans, net                      |                           |   | 886,971          |          
|                               
|                               
|                               
|                               
|Goodwill                        |                           |   | 74,010           |          
|                               
|                               
|                               
|                               
|Core deposit intangible         |                           |   | 21,493           |          
|                               
|                               
|                               
|                               
|Other assets                    |                           |   | 47,089           |          
|                                |                           |   |                  |          
|                                | Total assets acquired     |   |                  | 1,200,482 | 
|                               
|                               
|                               
|                               
|Deposits                        |                           |   | 801,354          |          
|                               
|                               
|                               
|                               
|Other borrowed funds            |                           |   | 199,566          |          
|                               
|                               
|                               
|                               
|Other liabilities               |                           |   | 24,981           |          
|                                |                           |   |                  |          
|                                | Total liabilities assumed |   |                  | 1,025,901 | 
|                                |                           |   |                  |          
|Net assets acquired             |                           | $ | 174,581          |          
|                                |                           |   |                  |          

| |  | The core deposit intangible is subject to amortization on an accelerated
basis over an estimated life of ten years. The goodwill will not be
amortized, but will be evaluated for impairment on an annual basis.
Because the merger was structured as a tax free exchange, none of the
goodwill is expected to be deductible for tax purposes.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The following table summarizes the pro-forma results of operations for the
nine months ended September 30, 2002 and 2001 as if UNB Corp. had been
acquired as of the beginning of such period:                                                                                                                                                



|                           |  |      |        |      |  |   |        | 
|-------------------------- |  | ---- | ------ | ---- |  | - | ------ | 
|                           |  | 2002 |        | 2001
|                           |  |      |        |     
|Net interest income        |  | $    | 67,696 |      |  | $ | 65,463 | 
|                          
|                          
|                          
|                          
|Net income                 |  |      | 10,129 |      |  |   | 23,422 | 
|                          
|                          
|                          
|                          
|Basic earnings per share   |  |      | 0.46   |      |  |   | 1.06   | 
|                          
|                          
|                          
|                          
|Diluted earnings per share |  |      | 0.45   |      |  |   | 1.05   | 



| |  | The pro-forma results for the nine months ended September 30, 2002 include
merger related expenses recognized by UNB Corp. prior to the merger.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------



|4) |  | COMPUTATION OF EARNINGS PER SHARE                                                                                                                                                                 
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The computation of earnings per share is as follows. All share and per
share amounts have been adjusted to give effect to the exchange of one
BancFirst share for 1.325 shares of UNB Corp. stock.

|                                   |                                          |   |                    |        |                   |   |       |        |      |   |        |        |  |   |        |        | 
|---------------------------------- | ---------------------------------------- | - | ------------------ | ------ | ----------------- | - | ----- | ------ | ---- | - | ------ | ------ |  | - | ------ | ------ | 
|                                   |                                          |   | Three Months Ended |        | Nine Months Ended
|                                   |                                          |   | September 30,      |        | September 30,    
|                                   |                                          |   |                    |        |                  
|                                   |                                          |   | 2002               |        | 2001              |   | 2002  |        | 2001
|                                   |                                          |   |                    |        |                   |   |       |        |     
|Actual
weighted average common     |                                          |   |                    |        |                   |   |       |        |      |   |        |        |  |   |        |       
|                                  
|                                  
|                                  
|                                  
|                                   | Shares outstanding                       |   |                    | 22,057 |                   |   |       | 11,583 |      |   |        | 19,520 |  |   |        | 11,615 | 
|                                  
|                                  
|                                  
|                                  
|Dilutive common stock equivalents: |                                          |   |                    |        |                   |   |       |        |      |   |        |        |  |   |        |       
|                                  
|                                  
|                                  
|                                  
|                                   | Stock options                            |   |                    | 496    |                   |   |       | 74     |      |   |        | 595    |  |   |        | 46     | 
|                                  
|                                  
|                                  
|                                  
|                                   | Bonus shares  Company match             |   |                    | 38     |                   |   |       | 27     |      |   |        | 36     |  |   |        | 27     | 
|                                   |                                          |   |                    |        |                   |   |       |        |      |   |        |        |  |   |        |       
|Weighted
average common shares     |                                          |   |                    |        |                   |   |       |        |      |   |        |        |  |   |        |       
|                                  
|                                  
|                                  
|                                  
|                                   | Outstanding
adjusted for dilutive common |   |                    |        |                   |   |       |        |      |   |        |        |  |   |        |        | 
|                                  
|                                  
|                                  
|                                  
|                                   | Stock equivalents                        |   |                    | 22,591 |                   |   |       | 11,684 |      |   |        | 20,151 |  |   |        | 11,688 | 
|                                   |                                          |   |                    |        |                   |   |       |        |      |   |        |        |  |   |        |       
|                                  
|                                  
|                                  
|                                  
|Net income                         |                                          | $ | 8,996              |        |                   | $ | 4,050 |        |      | $ | 16,751 |        |  | $ | 11,860 |       
|                                   |                                          |   |                    |        |                   |   |       |        |      |   |        |        |  |   |        |       
|Basic earnings per share           |                                          | $ | 0.41               |        |                   | $ | 0.35  |        |      | $ | 0.86   |        |  | $ | 1.02   |       
|                                   |                                          |   |                    |        |                   |   |       |        |      |   |        |        |  |   |        |       
|Diluted earnings per share         |                                          | $ | 0.40               |        |                   | $ | 0.35  |        |      | $ | 0.83   |        |  | $ | 1.01   |       
|                                   |                                          |   |                    |        |                   |   |       |        |      |   |        |        |  |   |        |       

6



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##### Table of Contents





|5) |  | SECURITIES                                                     
|-- |  | ---------------------------------------------------------------
|  
|   |  | The amortized cost and fair value of securities are as follows:

|                                                 |                                     |   |                    |         |                  |   |                  |       |            |   |        |        |   |   |         |         | 
|------------------------------------------------ | ----------------------------------- | - | ------------------ | ------- | ---------------- | - | ---------------- | ----- | ---------- | - | ------ | ------ | - | - | ------- | ------- | 
|                                                 |                                     |   | September 30, 2002
|                                                 |                                     |   |                   
|                                                 |                                     |   | Amortized          |         | Gross Unrealized |   | Gross Unrealized |       |            |   |       
|                                                 |                                     |   | Cost               |         | Gains            |   | Losses           |       | Fair Value
|                                                 |                                     |   |                    |         |                  |   |                  |       |           
|Securities available-for-sale:                   |                                     |   |                    |         |                  |   |                  |       |            |   |        |        |   |   |         |        
|                                                
|                                                
|                                                
|                                                
|U.S. Treasury securities                         |                                     | $ | 1,103              |         |                  | $ | 25               |       |            | $ |       |        |   | $ | 1,128   |        
|                                                
|                                                
|                                                
|                                                
|Securities of other government agencies          |                                     |   | 19,071             |         |                  |   | 4                |       |            |   | (1     | )      |   |   | 19,074  |        
|                                                
|                                                
|                                                
|                                                
|Obligations of states and political subdivisions |                                     |   | 31,847             |         |                  |   | 1,261            |       |            |   | (47    | )      |   |   | 33,061  |        
|                                                
|                                                
|                                                
|                                                
|Corporate obligations                            |                                     |   | 57,910             |         |                  |   | 1,102            |       |            |   | (3,270 | )      |   |   | 55,742  |        
|                                                
|                                                
|                                                
|                                                
|Mortgage-backed and related securities           |                                     |   | 275,321            |         |                  |   | 6,022            |       |            |   | (473   | )      |   |   | 280,870 |        
|                                                
|                                                
|                                                
|                                                
|Other securities                                 |                                     |   | 20,241             |         |                  |   | 13               |       |            |   | (1,365 | )      |   |   | 18,889  |        
|                                                 |                                     |   |                    |         |                  |   |                  |       |            |   |        |        |   |   |         |        
|                                                 | Total securities available-for-sale |   | $                  | 405,493 |                  |   | $                | 8,427 |            |   | $      | (5,156 | ) |   | $       | 408,764 | 
|                                                 |                                     |   |                    |         |                  |   |                  |       |            |   |        |        |   |   |         |        
|Securities held-to-maturity:                     |                                     |   |                    |         |                  |   |                  |       |            |   |        |        |   |   |         |        
|                                                
|                                                
|                                                
|                                                
|Obligations of states and political subdivisions |                                     | $ | 600                |         |                  | $ | 22               |       |            | $ |       |        |   | $ | 622     |        
|                                                
|                                                
|                                                
|                                                
|Industrial revenue bonds                         |                                     |   | 50                 |         |                  |   |                 |       |            |   |       |        |   |   | 50      |        
|                                                
|                                                
|                                                
|                                                
|Mortgage-backed securities                       |                                     |   | 5,988              |         |                  |   | 290              |       |            |   | (13    | )      |   |   | 6,265   |        
|                                                 |                                     |   |                    |         |                  |   |                  |       |            |   |        |        |   |   |         |        
|                                                 | Total securities held-to-maturity   |   | $                  | 6,638   |                  |   | $                | 312   |            |   | $      | (13    | ) |   | $       | 6,937   | 
|                                                 |                                     |   |                    |         |                  |   |                  |       |            |   |        |        |   |   |         |        

|                                                 |                                     |   |                   |         |                  |   |                  |       |            |   |        |        |   |   |         |         | 
|------------------------------------------------ | ----------------------------------- | - | ----------------- | ------- | ---------------- | - | ---------------- | ----- | ---------- | - | ------ | ------ | - | - | ------- | ------- | 
|                                                 |                                     |   | December 31, 2001
|                                                 |                                     |   |                  
|                                                 |                                     |   | Amortized         |         | Gross Unrealized |   | Gross Unrealized |       |            |   |       
|                                                 |                                     |   | Cost              |         | Gains            |   | Losses           |       | Fair Value
|                                                 |                                     |   |                   |         |                  |   |                  |       |           
|Securities available-for-sale:                   |                                     |   |                   |         |                  |   |                  |       |            |   |        |        |   |   |         |        
|                                                
|                                                
|                                                
|                                                
|U.S. Treasury securities                         |                                     | $ | 250               |         |                  | $ | 4                |       |            | $ |       |        |   | $ | 254     |        
|                                                
|                                                
|                                                
|                                                
|Securities of other government agencies          |                                     |   | 3,061             |         |                  |   | 44               |       |            |   |       |        |   |   | 3,105   |        
|                                                
|                                                
|                                                
|                                                
|Obligations of states and political subdivisions |                                     |   | 28,083            |         |                  |   | 90               |       |            |   | (743   | )      |   |   | 27,430  |        
|                                                
|                                                
|                                                
|                                                
|Corporate obligations                            |                                     |   | 61,416            |         |                  |   | 241              |       |            |   | (4,779 | )      |   |   | 56,878  |        
|                                                
|                                                
|                                                
|                                                
|Mortgage-backed and related securities           |                                     |   | 188,603           |         |                  |   | 4,499            |       |            |   | (535   | )      |   |   | 192,567 |        
|                                                
|                                                
|                                                
|                                                
|Other securities                                 |                                     |   | 13,683            |         |                  |   | 12               |       |            |   | (124   | )      |   |   | 13,571  |        
|                                                 |                                     |   |                   |         |                  |   |                  |       |            |   |        |        |   |   |         |        
|                                                 | Total securities available-for-sale |   | $                 | 295,096 |                  |   | $                | 4,890 |            |   | $      | (6,181 | ) |   | $       | 293,805 | 
|                                                 |                                     |   |                   |         |                  |   |                  |       |            |   |        |        |   |   |         |        
|Securities held-to-maturity:                     |                                     |   |                   |         |                  |   |                  |       |            |   |        |        |   |   |         |        
|                                                
|                                                
|                                                
|                                                
|Obligations of states and political subdivisions |                                     | $ | 857               |         |                  | $ | 22               |       |            | $ |       |        |   | $ | 879     |        
|                                                
|                                                
|                                                
|                                                
|Industrial revenue bonds                         |                                     |   | 195               |         |                  |   |                 |       |            |   |       |        |   |   | 195     |        
|                                                
|                                                
|                                                
|                                                
|Mortgage-backed securities                       |                                     |   | 8,369             |         |                  |   | 259              |       |            |   | (9     | )      |   |   | 8,619   |        
|                                                 |                                     |   |                   |         |                  |   |                  |       |            |   |        |        |   |   |         |        
|                                                 | Total securities held-to-maturity   |   | $                 | 9,421   |                  |   | $                | 281   |            |   | $      | (9     | ) |   | $       | 9,693   | 
|                                                 |                                     |   |                   |         |                  |   |                  |       |            |   |        |        |   |   |         |        



|6) |  | ALLOWANCE FOR LOAN LOSSES:                                             
|-- |  | -----------------------------------------------------------------------
|  
|   |  | An analysis of activity in the allowance for loan losses is as follows:

7



---



##### Table of Contents



|                               |                                    |   |               |        |      |   |        |        |  
|------------------------------ | ---------------------------------- | - | ------------- | ------ | ---- | - | ------ | ------ | -
|                               |                                    |   | September 30,
|                               |                                    |   |              
|                               |                                    |   | 2002          |        | 2001
|                               |                                    |   |               |        |     
|Balance at beginning of period |                                    | $ | 10,610        |        |      | $ | 10,150 |       
|                              
|                              
|                              
|                              
|                               | Acquired allowance for loan losses |   |               | 12,148 |      |   |        |       |  
|                              
|                              
|                              
|                              
|                               | Provision for loan losses          |   |               | 7,139  |      |   |        | 1,470  |  
|                              
|                              
|                              
|                              
|                               | Loans charged off                  |   |               | (4,877 | )    |   |        | (1,614 | )
|                              
|                              
|                              
|                              
|                               | Loan recoveries                    |   |               | 1,580  |      |   |        | 273    |  
|                               |                                    |   |               |        |      |   |        |       
|Balance at end of period       |                                    | $ | 26,600        |        |      | $ | 10,279 |       
|                               |                                    |   |               |        |      |   |        |       



| |  | Impaired loans are as follows:
| |  | ------------------------------

|                              |  |                    |        | 
|----------------------------- |  | ------------------ | ------ | 
|                              |  | September 30, 2002
|                              |  |                   
|Impaired loans                |  | $                  | 56,247 | 
|                             
|                             
|                             
|                             
|Amount of allowance allocated |  |                    | 15,452 | 



|   |  | At December 31, 2001, the recorded investment in loans considered impaired
was not material.
|-- |  | --------------------------------------------------------------------------------------------
|  
|7) |  | PREMISES AND EQUIPMENT:                                                                     
|  
|   |  | Premises and equipment are summarized below:                                                

|                                               |  |                    |        |                   |  |   |        | 
|---------------------------------------------- |  | ------------------ | ------ | ----------------- |  | - | ------ | 
|                                               |  | September 30, 2002 |        | December 31, 2001
|                                               |  |                    |        |                  
|Land                                           |  | $                  | 4,833  |                   |  | $ | 2,896  | 
|                                              
|                                              
|                                              
|                                              
|Buildings and improvements                     |  |                    | 21,656 |                   |  |   | 17,251 | 
|                                              
|                                              
|                                              
|                                              
|Furniture, fixture and equipment               |  |                    | 19,673 |                   |  |   | 13,586 | 
|                                               |  |                    |        |                   |  |   |        | 
|                                               |  |                    | 46,162 |                   |  |   | 33,733 | 
|                                              
|                                              
|                                              
|                                              
|Less accumulated depreciation and
amortization |  |                    | 18,430 |                   |  |   | 15,989 | 
|                                               |  |                    |        |                   |  |   |        | 
|Premises and equipment, net                    |  | $                  | 27,732 |                   |  | $ | 17,744 | 
|                                               |  |                    |        |                   |  |   |        | 



|   |  | Total depreciation expense was $1,004 and $468 for the three months ended
September 30, 2002 and 2001, respectively and $2,535 and $1,546 for the
nine months ended September 30, 2002 and 2001, respectively.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|8) |  | DEPOSITS:                                                                                                                                                                                                     



| |  | A summary of deposits is as follows:
| |  | ------------------------------------

|                             |  |                    |           |                   |  |   |           | 
|---------------------------- |  | ------------------ | --------- | ----------------- |  | - | --------- | 
|                             |  | September 30, 2002 |           | December 31, 2001
|                             |  |                    |           |                  
|Demand, non-interest bearing |  | $                  | 210,629   |                   |  | $ | 83,521    | 
|                            
|                            
|                            
|                            
|Demand, interest bearing     |  |                    | 254,283   |                   |  |   | 166,853   | 
|                            
|                            
|                            
|                            
|Savings                      |  |                    | 423,292   |                   |  |   | 171,430   | 
|                            
|                            
|                            
|                            
|Time, $100 and over          |  |                    | 299,765   |                   |  |   | 194,364   | 
|                            
|                            
|                            
|                            
|Time, other                  |  |                    | 749,558   |                   |  |   | 482,669   | 
|                             |  |                    |           |                   |  |   |           | 
|                             |  | $                  | 1,937,527 |                   |  | $ | 1,098,837 | 
|                             |  |                    |           |                   |  |   |           | 



| |  | Time deposits, other includes brokered deposits of $17,808 and $7,395 at
September 30, 2002 and December 31, 2001, respectively.
| |  | --------------------------------------------------------------------------------------------------------------------------------

8



---



##### Table of Contents





| |  | At September 30, 2002, stated maturities of time deposits are as follows:
| |  | -------------------------------------------------------------------------

|           |       |   |         |           | 
|---------- | ----- | - | ------- | --------- | 
|2002       |       | $ | 186,415 |          
|          
|          
|          
|          
|2003       |       |   | 376,710 |          
|          
|          
|          
|          
|2004       |       |   | 169,680 |          
|          
|          
|          
|          
|2005       |       |   | 209,694 |          
|          
|          
|          
|          
|2006       |       |   | 34,089  |          
|          
|          
|          
|          
|Thereafter |       |   | 72,735  |          
|           |       |   |         |          
|           | Total |   | $       | 1,049,323 | 
|           |       |   |         |          



|9) |  | OTHER BORROWINGS:                                                                                                                                                                                         
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Other borrowings consist of Federal Home Loan Bank borrowings, repurchase
agreements, a line of credit borrowing arrangement and a capital lease.                                                         
|  
|   |  | Pursuant to collateral agreements with the FHLB, advances are secured by
FHLB stock and qualifying first mortgage loans. At September 30, 2002,
FHLB advances outstanding were comprised of the following:

|                     |  |               |  |      |   |        |  |  |  |   |         | 
|-------------------- |  | ------------- |  | ---- | - | ------ |  |  |  | - | ------- | 
|Maturity             |  | Interest Rate |  |      |   | Amount
|                     |  |               |  |      |   |       
|Wiithin 1 year       |  |               |  | 6.38 | % |        |  |  |  | $ | 17,180  | 
|                    
|                    
|                    
|                    
|1 year thru 2 years  |  |               |  | 5.76 |   |        |  |  |  |   | 40,221  | 
|                    
|                    
|                    
|                    
|2 years thru 3 years |  |               |  | 5.58 |   |        |  |  |  |   | 41,326  | 
|                    
|                    
|                    
|                    
|3 years thru 4 years |  |               |  | 5.18 |   |        |  |  |  |   | 36,475  | 
|                    
|                    
|                    
|                    
|4 years thru 5 years |  |               |  | 4.93 |   |        |  |  |  |   | 22,100  | 
|                    
|                    
|                    
|                    
|More than 5 years    |  |               |  | 4.79 |   |        |  |  |  |   | 80,420  | 
|                     |  |               |  |      |   |        |  |  |  |   |         | 
|Total                |  |               |  |      |   |        |  |  |  | $ | 237,722 | 
|                     |  |               |  |      |   |        |  |  |  |   |         | 



|    |  | FHLB advances must be secured by eligible collateral as specified by
the FHLB. Accordingly, the Company has a blanket pledge of its first
mortgage loan portfolio as collateral for the advances outstanding at
September 30, 2002 with a required minimum ratio of collateral to advances
of 150%. Also, the Companys investment in FHLB stock of $32,987 at
September 30, 2002 is pledged as collateral for outstanding advances. At
September 30, 2002, the unused capacity of FHLB advance borrowings
available to the Bank was approximately $69,524.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Parent Company has an unsecured line of credit of $25 million with a
national financial institution that is used for liquidity purposes and to
facilitate additional investment in subsidiaries. The total outstanding
balance at September 30, 2002 was $19 million. The interest on each draw
is variable and is priced off the Federal Funds Rate plus 0.85% per annum
and is paid quarterly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | At September 30, 2002, the Company had $45,000 in term repurchase
agreements with Salomon Brothers, Inc. under which the Company sold
mortgage-backed and related securities classified as available-for-sale
with a fair value of $49,187 at September 30, 2002. The repurchase
agreements had a weighted average maturity of 5.7 years at September 30,
2002. Also, such repurchase agreements are callable at the option of the
counter-party. The securities are held at Salomon Brothers, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|10) |  | COMPANY OBLIGATED MANDATORILY REDEEMABLE TRUST PREFERRED:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | On October 18, 1999, the Company completed an offering of $20,000
aggregate liquidation amount of 9.875% Capital Securities, Series A, due
2029. These securities represent preferred beneficial interests in BFOH
Capital Trust I, a special purpose trust formed for the purpose of the
offering. The Trusts obligations under the Capital Securities issued are
fully and unconditionally guaranteed by the Company. The proceeds from the
sale of the Capital Securities of the Trust, as well as the proceeds from
the issuance of common securities to the Company, were utilized by the
Trust to invest in $20,619 of 9.875% Junior Subordinated Debentures (the
Debentures) of the Company. The Debentures are unsecured obligations and
rank subordinate and junior to the right of payment to all indebtedness,
liabilities and obligations of the Company. The Debentures represent the
sole assets of the Trust. Interest on the Capital Securities is cumulative
and payable semi-annually in arrears. The Company has the right to

9



---



##### Table of Contents





|    |  | optionally redeem the Debentures prior to the maturity date of October 15,
2029, on or after October 15, 2009 at 104.938% (declining annually
thereafter to 100% after October 15, 2019) of the stated liquidation
amount, plus accrued and unpaid distributions, if any, to the redemption
date. Under the occurrence of certain events, specifically a Tax Event,
Investment Company Event or Capital Treatment Event as more fully defined
in the BFOH Capital Trust I Prospectus dated October 13, 1999, the Company
may redeem in whole, but not in part, the Debentures prior to October 15,
2009. Proceeds from any redemption of the Debentures would cause a
mandatory redemption of the Capital Securities and the common securities
having an aggregate liquidation amount equal to the principal amount of
the Debentures redeemed. The Companys liability is fully recorded on the
balance sheet at September 30, 2002.                                                                          
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Trust is a wholly owned subsidiary of the Company, has no independent
operations and has issued securities that contain a full and unconditional
guarantee of its parent, the Company. The Trust is exempt from the
reporting requirements of the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|11) |  | STOCK INCENTIVE PLAN:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | In 1987, the shareholders approved a Stock Option and Performance Unit
Plan reserving 764,040 shares of common stock, adjusted for stock
dividends and splits, for the granting of options to executive officers
and other senior management personnel. Options are not exercisable for at
least four years from the date of grant and are not fully exercisable
until six years from the date of grant. The duration of the exercise
period is ten years. In 1997, the shareholders approved a Stock Option
Plan reserving 1,000,000 shares of common stock, adjusted for stock
dividends and splits, for the granting of options to directors and
employees of the Corporation and its affiliates. The duration of the
exercise period is ten years. In accordance with provisions of the Plan,
upon a change in control, as defined in the Plan, all options outstanding
at the time of such change in control fully vested and became 100%
exercisable. The summary of stock option activity is as follows:

|                        |  |                     |         |                |  |                  |       |                 |  |   |       |  |  |   |       | 
|----------------------- |  | ------------------- | ------- | -------------- |  | ---------------- | ----- | --------------- |  | - | ----- |  |  | - | ----- | 
|                        |  |                     |         |                |  | Weighted Average |       | Range of Option
|1987 Plan               |  | Options Outstanding |         | Exercise Price |  | Price per Share 
|                        |  |                     |         |                |  |                 
|December 31, 2000       |  |                     | 291,306 |                |  | $                | 8.76  |                 |  | $ | 4.76  |  |  | $ | 15.00 | 
|                       
|                       
|                       
|                       
|Less:                   |  |                     |         |                |  |                  |       |                 |  |   |       |  |  |   |       | 
|                       
|                       
|                       
|                       
|Stock options forfeited |  |                     | 6,400   |                |  |                  | 15.00 |                 |  |   | 15.00 |  |  |   | 15.00 | 
|                       
|                       
|                       
|                       
|Stock options exercised |  |                     | 18,896  |                |  |                  | 7.18  |                 |  |   | 4.76  |  |  |   | 11.00 | 
|                        |  |                     |         |                |  |                  |       |                 |  |   |       |  |  |   |       | 
|December 31, 2001       |  |                     | 266,010 |                |  |                  | 8.72  |                 |  |   | 6.00  |  |  |   | 15.00 | 
|                       
|                       
|                       
|                       
|Less:                   |  |                     |         |                |  |                  |       |                 |  |   |       |  |  |   |       | 
|                       
|                       
|                       
|                       
|Stock options exercised |  |                     | 17,552  |                |  |                  | 9.96  |                 |  |   | 7.25  |  |  |   | 11.00 | 
|                        |  |                     |         |                |  |                  |       |                 |  |   |       |  |  |   |       | 
|September 30, 2002      |  |                     | 248,458 |                |  | $                | 8.63  |                 |  |   | 6.00  |  |  |   | 15.00 | 
|                        |  |                     |         |                |  |                  |       |                 |  |   |       |  |  |   |       | 

|                        |  |                     |         |                |  |                  |       |                 |  |   |       |  |  |   |       | 
|----------------------- |  | ------------------- | ------- | -------------- |  | ---------------- | ----- | --------------- |  | - | ----- |  |  | - | ----- | 
|                        |  |                     |         |                |  | Weighted Average |       | Range of Option
|1997 Plan               |  | Options Outstanding |         | Exercise Price |  | Price per Share 
|                        |  |                     |         |                |  |                 
|December 31, 2000       |  |                     | 429,235 |                |  | $                | 16.61 |                 |  | $ | 12.69 |  |  | $ | 20.25 | 
|                       
|                       
|                       
|                       
|Options granted         |  |                     | 258,884 |                |  |                  | 12.88 |                 |  |   | 12.83 |  |  |   | 13.62 | 
|                       
|                       
|                       
|                       
|Less:                   |  |                     |         |                |  |                  |       |                 |  |   |       |  |  |   |       | 
|                       
|                       
|                       
|                       
|Stock options forfeited |  |                     | 18,878  |                |  |                  | 19.54 |                 |  |   | 15.69 |  |  |   | 20.25 | 
|                       
|                       
|                       
|                       
|Stock options exercised |  |                     | 17,739  |                |  |                  | 13.32 |                 |  |   | 12.69 |  |  |   | 15.69 | 
|                        |  |                     |         |                |  |                  |       |                 |  |   |       |  |  |   |       | 
|December 31, 2001       |  |                     | 651,502 |                |  |                  | 15.13 |                 |  |   | 12.69 |  |  |   | 20.25 | 
|                       
|                       
|                       
|                       
|Options granted         |  |                     | 206,998 |                |  |                  | 18.43 |                 |  |   | 18.40 |  |  |   | 20.00 | 
|                       
|                       
|                       
|                       
|Less:                   |  |                     |         |                |  |                  |       |                 |  |   |       |  |  |   |       | 
|                       
|                       
|                       
|                       
|Stock options exercised |  |                     | 54,237  |                |  |                  | 13.89 |                 |  |   | 12.83 |  |  |   | 20.25 | 
|                       
|                       
|                       
|                       
|Stock options forfeited |  |                     | 2,323   |                |  |                  | 19.09 |                 |  |   | 18.40 |  |  |   | 20.00 | 
|                        |  |                     |         |                |  |                  |       |                 |  |   |       |  |  |   |       | 
|September 30, 2002      |  |                     | 801,940 |                |  | $                | 16.06 |                 |  |   | 12.69 |  |  |   | 20.25 | 
|                        |  |                     |         |                |  |                  |       |                 |  |   |       |  |  |   |       | 



| |  | The weighted average remaining option life for outstanding options issued
under the 1987 Stock Option Plan is 1.6 years. The weighted average
remaining option life for outstanding options issued under the 1997 Stock
Option Plan is 7.6 years.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10



---



##### Table of Contents





| |  | For options granted during 2002 and 2001, the weighted-average fair values
at the grant dates are as follows:
| |  | -------------------------------------------------------------------------------------------------------------

|                            |                |  |      |       |      |  |   |       | 
|--------------------------- | -------------- |  | ---- | ----- | ---- |  | - | ----- | 
|                            |                |  | 2002 |       | 2001
|                            |                |  |      |       |     
|Nonqualified Stock Options- |                |  |      |       |      |  |   |      
|Immediate Vesting           |                |  |      |       |      |  |   |      
|                            | Exercise Price |  | $    | 18.55 |      |  | $ | 13.62 | 
|                           
|                           
|                           
|                           
|                            | Fair Value     |  |      | 2.16  |      |  |   | 2.29  | 
|                           
|                           
|                           
|                           
|Nonqualified Stock Options- |                |  |      |       |      |  |   |      
|                           
|                           
|                           
|                           
|Delayed Vesting             |                |  |      |       |      |  |   |      
|                           
|                           
|                           
|                           
|                            | Exercise Price |  | $    | 18.40 |      |  | $ | 12.83 | 
|                           
|                           
|                           
|                           
|                            | Fair Value     |  |      | 2.77  |      |  |   | 1.37  | 



| |  | BancFirst Ohio Corp. had a 1997 Omnibus Stock Incentive Plan (the Plan),
which provided for the granting of stock options and other stock related
awards to key employees. Upon the completion of the merger, all
outstanding options of BancFirst were converted to Unizan Financial Corp.
and no additional options will be granted under the Plan. In accordance
with provisions of the Plan, upon a change in control, as defined in the
Plan, all options outstanding at the time of such change in control fully
vested and became 100% exercisable. The duration of the exercise period is
twenty years. All options granted were at a price that equaled or exceeded
the market value of BancFirst Ohio Corp.s common stock at the date of
grant. The summary of stock option activity is as follows:
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        |  |                     |         |                |  |                     |       |                |  |  |         |                  |  |   |       | 
|----------------------- |  | ------------------- | ------- | -------------- |  | ------------------- | ----- | -------------- |  |  | ------- | ---------------- |  | - | ----- | 
|                        |  |                     |         |                |  | Weighted Average    |       |                |  |  |         | Weighted Average
|                        |  | Options Outstanding |         | Exercise Price |  | Options Exercisable |       | Exercise Price
|                        |  |                     |         |                |  |                     |       |               
|December 31, 2000       |  |                     | 607,805 |                |  | $                   | 16.58 |                |  |  | 153,829 |                  |  | $ | 19.34 | 
|                        |  |                     |         |                |  |                     |       |                |  |  |         |                  |  |   |       | 
|Options granted         |  |                     | 271,002 |                |  |                     | 17.63 |                |  |  |         |                  |  |   |       | 
|                       
|                       
|                       
|                       
|Less:                   |  |                     |         |                |  |                     |       |                |  |  |         |                  |  |   |       | 
|                       
|                       
|                       
|                       
|Stock options forfeited |  |                     | 31,751  |                |  |                     | 15.46 |                |  |  |         |                  |  |   |       | 
|                        |  |                     |         |                |  |                     |       |                |  |  |         |                  |  |   |       | 
|December 31, 2001       |  |                     | 847,056 |                |  | $                   | 16.96 |                |  |  | 287,598 |                  |  | $ | 17.65 | 
|                        |  |                     |         |                |  |                     |       |                |  |  |         |                  |  |   |       | 
|Less:                   |  |                     |         |                |  |                     |       |                |  |  |         |                  |  |   |       | 
|                       
|                       
|                       
|                       
|Stock options forfeited |  |                     | 47,674  |                |  |                     | 19.87 |                |  |  |         |                  |  |   |       | 
|                       
|                       
|                       
|                       
|Stock options exercised |  |                     | 127,456 |                |  |                     | 16.18 |                |  |  |         |                  |  |   |       | 
|                        |  |                     |         |                |  |                     |       |                |  |  |         |                  |  |   |       | 
|September 30, 2002      |  |                     | 671,926 |                |  | $                   | 17.06 |                |  |  | 671,926 |                  |  | $ | 17.06 | 
|                        |  |                     |         |                |  |                     |       |                |  |  |         |                  |  |   |       | 



| |  | The following table summarizes information about stock options outstanding
at September 30, 2002:
| |  | -------------------------------------------------------------------------------------------------

|                     |  |             |         |                  |  |                   |      |                  |  |   |       | 
|-------------------- |  | ----------- | ------- | ---------------- |  | ----------------- | ---- | ---------------- |  | - | ----- | 
|                     |  |             |         |                  |  | Average Remaining |      | Average Exercise
|                     |  | Options     |         | Contractual Life |  | Price  Options  
|Exercise Price Range |  | Outstanding |         | (Years)          |  | Outstanding      
|                     |  |             |         |                  |  |                  
|$10.00 to $15.00     |  |             | 190,153 |                  |  |                   | 18.2 |                  |  | $ | 12.42 | 
|                    
|                    
|                    
|                    
|$15.01 to $19.00     |  |             | 340,825 |                  |  |                   | 18.4 |                  |  |   | 17.75 | 
|                    
|                    
|                    
|                    
|$19.01 to $22.00     |  |             | 79,714  |                  |  |                   | 16.1 |                  |  |   | 20.04 | 
|                    
|                    
|                    
|                    
|$22.01 to $25.00     |  |             | 61,234  |                  |  |                   | 16.3 |                  |  |   | 23.72 | 
|                     |  |             |         |                  |  |                   |      |                  |  |   |       | 
|Total                |  |             | 671,926 |                  |  |                   | 17.9 |                  |  | $ | 17.06 | 
|                     |  |             |         |                  |  |                   |      |                  |  |   |       | 



| |  | SFAS No. 123 requires pro forma disclosures for companies that do not
adopt its fair value accounting method for stock-based employee
compensation. Accordingly, for the nine months ended September 30, 2002,
pro forma net income was $15,609, pro forma basic earnings per share was
$1.78 and pro forma diluted earnings per share was $1.77. Compensation
cost actually recognized for stock options was $0 for 2002 and 2001.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11



---



##### Table of Contents






ITEM 2:




MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
UNIZAN FINANCIAL CORP.

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

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

Overview

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

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

Average Balances and Yields

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

12



---



##### Table of Contents



Unizan Financial Corp.
Average Balance Sheet and Related Yields



|                                                 |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |      | 
|------------------------------------------------ | ---------------------------------- | ------- | -------------------------------- | --------- | ------- | -------- | ------ | ------ |  |  | ---- | ------- |  | ------- | ------- | -------- | ------- | - | --------- | --------- |  | - | ------ | ------ |  |  | ---- | ---- | 
|                                                 |                                    |         | Three Months Ended September 30,
|                                                 |                                    |         |                                 
|                                                 |                                    |         | 2002                             |           | 2001   
|                                                 |                                    |         |                                  |           |        
|                                                 |                                    |         | Average                          |           | Income/ |          |        |        |  |  |      |         |  |         | Average |          | Income/ |   |           |           | 
|(dollars in thousands)                           |                                    | Balance |                                  | Expense   |         | Rate (1) |        |        |  |  |      | Balance |  | Expense |         | Rate (1)
|                                                 |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |         
|Interest-earning assets                          |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Interest bearing deposits and federal funds sold |                                    | $       | 14,645                           |           |         | $        | 49     |        |  |  | 1.33 | %       |  |         |         |          |         |   | 5,104     |           |  | $ | 49     |        |  |  | 3.81 | %   
|                                                
|                                                
|                                                
|                                                
|Securities                                       |                                    |         | 439,364                          |           |         |          | 6,169  |        |  |  | 5.57 |         |  |         |         |          |         |   | 326,985   |           |  |   | 5,619  |        |  |  | 6.82 |     
|                                                
|                                                
|                                                
|                                                
|Total loans                                      |                                    |         | 1,914,457                        |           |         |          | 33,422 |        |  |  | 6.93 |         |  |         |         |          |         |   | 1,074,788 |           |  |   | 22,503 |        |  |  | 8.31 |     
|                                                 |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                 | Total interest-earning assets (2)  |         |                                  | 2,368,466 |         |          |        | 39,640 |  |  |      | 6.64    |  |         |         |          |         |   |           | 1,406,877 |  |   |        | 28,171 |  |  |      | 7.94 | 
|                                                 |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|Nonearning assets:                               |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Cash and due from banks                          |                                    |         | 52,893                           |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   | 24,598    |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Other nonearning assets                          |                                    |         | 218,553                          |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   | 85,473    |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Allowance for loan losses                        |                                    |         | (26,686                          | )         |         |          |        |        |  |  |      |         |  |         |         |          |         |   | (10,381   | )         |  |   |        |        |  |  |      |     
|                                                 |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                 | Total assets                       |         | $                                | 2,613,226 |         |          |        |        |  |  |      |         |  |         |         |          |         |   | $         | 1,506,567 |  |   |        |        |  |  |      |      | 
|                                                 |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|Interest bearing liabilities:                    |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Demand deposits                                  |                                    | $       | 255,692                          |           |         |          | 848    |        |  |  | 1.32 | %       |  |         |         |          |         | $ | 152,449   |           |  |   | 1,051  |        |  |  | 2.74 | %   
|                                                
|                                                
|                                                
|                                                
|Savings deposits                                 |                                    |         | 429,525                          |           |         |          | 1,527  |        |  |  | 1.41 |         |  |         |         |          |         |   | 167,352   |           |  |   | 1,150  |        |  |  | 2.73 |     
|                                                
|                                                
|                                                
|                                                
|Time deposits                                    |                                    |         | 984,322                          |           |         |          | 9,170  |        |  |  | 3.70 |         |  |         |         |          |         |   | 721,211   |           |  |   | 9,900  |        |  |  | 5.45 |     
|                                                
|                                                
|                                                
|                                                
|Other borrowings                                 |                                    |         | 425,782                          |           |         |          | 5,468  |        |  |  | 5.10 |         |  |         |         |          |         |   | 263,680   |           |  |   | 4,272  |        |  |  | 6.43 |     
|                                                 |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                 | Total interest bearing liabilities |         |                                  | 2,095,321 |         |          |        | 17,013 |  |  |      | 3.22    |  |         |         |          |         |   |           | 1,304,692 |  |   |        | 16,373 |  |  |      | 4.98 | 
|                                                 |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|Noninterest bearing liabilities:                 |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Demand deposits                                  |                                    |         | 182,245                          |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   | 71,914    |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Other liabilities                                |                                    |         | 37,377                           |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   | 15,096    |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Shareholders equity                             |                                    |         | 298,283                          |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   | 114,865   |           |  |   |        |        |  |  |      |     
|                                                 |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                 | Total liabilities and equity       |         | $                                | 2,613,226 |         |          |        |        |  |  |      |         |  |         |         |          |         |   | $         | 1,506,567 |  |   |        |        |  |  |      |      | 
|                                                 |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|Net interest income (FTE)                        |                                    |         |                                  |           |         | $        | 22,627 |        |  |  |      |         |  |         |         |          |         |   |           |           |  | $ | 11,798 |        |  |  |      |     
|                                                 |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|Net interest margin (3)                          |                                    |         |                                  |           |         |          |        |        |  |  | 3.79 | %       |  |         |         |          |         |   |           |           |  |   |        |        |  |  | 3.33 | %   
|                                                 |                                    |         |                                  |           |         |          |        |        |  |  |      |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                 |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |      | 
|------------------------------------------------ | ---------------------------------- | ------- | ------------------------------- | --------- | ------- | -------- | ------ | ------- |  | ------- | ------- | -------- | ------- | - | --------- | --------- |  | - | ------ | ------ |  |  | ---- | ---- | 
|                                                 |                                    |         | Nine Months Ended September 30,
|                                                 |                                    |         |                                
|                                                 |                                    |         | 2002                            |           | 2001   
|                                                 |                                    |         |                                 |           |        
|                                                 |                                    |         | Average                         |           | Income/ |          |        |         |  |         | Average |          | Income/ |   |           |           | 
|(dollars in thousands)                           |                                    | Balance |                                 | Expense   |         | Rate (1) |        | Balance |  | Expense |         | Rate (1)
|                                                 |                                    |         |                                 |           |         |          |        |         |  |         |         |         
|Interest-earning assets                          |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Interest bearing deposits and federal funds sold |                                    |         | 8,411                           |           |         | $        | 96     |         |  |         | 1.53    | %        |         |   | 31,493    |           |  | $ | 1,152  |        |  |  | 4.89 | %   
|                                                
|                                                
|                                                
|                                                
|Securities                                       |                                    |         | 408,471                         |           |         |          | 17,952 |         |  |         | 5.88    |          |         |   | 327,929   |           |  |   | 17,738 |        |  |  | 7.23 |     
|                                                
|                                                
|                                                
|                                                
|Total loans                                      |                                    |         | 1,694,674                       |           |         |          | 90,449 |         |  |         | 7.14    |          |         |   | 1,085,038 |           |  |   | 69,628 |        |  |  | 8.58 |     
|                                                 |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                 | Total interest-earning assets (2)  |         |                                 | 2,111,556 |         |          |        | 108,497 |  |         |         | 6.87     |         |   |           | 1,444,460 |  |   |        | 88,518 |  |  |      | 8.19 | 
|                                                 |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|Nonearning assets:                               |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Cash and due from banks                          |                                    |         | 52,472                          |           |         |          |        |         |  |         |         |          |         |   | 25,107    |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Other nonearning assets                          |                                    |         | 191,562                         |           |         |          |        |         |  |         |         |          |         |   | 85,483    |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Allowance for loan losses                        |                                    |         | (22,680                         | )         |         |          |        |         |  |         |         |          |         |   | (10,284   | )         |  |   |        |        |  |  |      |     
|                                                 |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                 | Total assets                       |         | $                               | 2,332,910 |         |          |        |         |  |         |         |          |         |   | $         | 1,544,766 |  |   |        |        |  |  |      |      | 
|                                                 |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|Interest bearing liabilities:                    |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Demand deposits                                  |                                    | $       | 233,371                         |           |         |          | 2,552  |         |  |         | 1.46    | %        |         | $ | 121,592   |           |  |   | 2,578  |        |  |  | 2.83 | %   
|                                                
|                                                
|                                                
|                                                
|Savings deposits                                 |                                    |         | 374,912                         |           |         |          | 4,227  |         |  |         | 1.51    |          |         |   | 167,478   |           |  |   | 3,714  |        |  |  | 2.96 |     
|                                                
|                                                
|                                                
|                                                
|Time deposits                                    |                                    |         | 893,480                         |           |         |          | 26,155 |         |  |         | 3.91    |          |         |   | 765,092   |           |  |   | 33,643 |        |  |  | 5.88 |     
|                                                
|                                                
|                                                
|                                                
|Other borrowings                                 |                                    |         | 389,034                         |           |         |          | 15,529 |         |  |         | 5.34    |          |         |   | 291,076   |           |  |   | 13,906 |        |  |  | 6.39 |     
|                                                 |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                 | Total interest bearing liabilities |         |                                 | 1,890,797 |         |          |        | 48,463  |  |         |         | 3.43     |         |   |           | 1,345,238 |  |   |        | 53,841 |  |  |      | 5.35 | 
|                                                 |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|Noninterest bearing liabilities:                 |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Demand deposits                                  |                                    |         | 155,489                         |           |         |          |        |         |  |         |         |          |         |   | 72,160    |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Other liabilities                                |                                    |         | 33,334                          |           |         |          |        |         |  |         |         |          |         |   | 15,617    |           |  |   |        |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|Shareholders equity                             |                                    |         | 253,290                         |           |         |          |        |         |  |         |         |          |         |   | 111,751   |           |  |   |        |        |  |  |      |     
|                                                 |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|                                                 | Total liabilities and equity       |         | $                               | 2,332,910 |         |          |        |         |  |         |         |          |         |   | $         | 1,544,766 |  |   |        |        |  |  |      |      | 
|                                                 |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|Net interest income (FTE)                        |                                    |         |                                 |           |         | $        | 60,034 |         |  |         |         |          |         |   |           |           |  | $ | 34,677 |        |  |  |      |     
|                                                 |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     
|Net interest margin (3)                          |                                    |         |                                 |           |         |          |        |         |  |         | 3.80    | %        |         |   |           |           |  |   |        |        |  |  | 3.21 | %   
|                                                 |                                    |         |                                 |           |         |          |        |         |  |         |         |          |         |   |           |           |  |   |        |        |  |  |      |     



---

|(1) |  | Calculated on an annualized basis.                                                                        
|--- |  | ----------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Interest income is computed on a fully tax equivalent (FTE) basis, using a tax rate of 35%.               
|   
|   
|   
|   
|(3) |  | The net interest margin represents net interest income as a percentage of average interest-earning assets.

13



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##### Table of Contents



Comparison of Operating Results For The Three Months Ended September 30, 2002 and 2001

Net Income.Net income for the third quarter was $8,996, or $.40 per
diluted share. This compares with net income of $4,050, or $.35 per diluted
share for the third quarter of 2001. The third quarter of 2002 results were
impacted by the merger between BancFirst Ohio Corp. and UNB Corp. Since the
transaction was accounted for as a purchase of UNB Corp. by BancFirst, the
operating results include the operations of BancFirst for the entire year and
only the operating results of UNB from March 8, 2002 through September 30,
2002. During the third quarter, net interest income increased by 93.2% and
non-interest income increased by 102.8%, as compared to the same period in
2001. The net interest margin increased to 3.79% for the third quarter of 2002,
compared to 3.33% for the same period in 2001. The improvement in the net
interest margin was primarily from lower cost of funds due to the decline in
market interest rates and due to a change in funding mix as a result of the
merger. The Companys return on average assets and return on average equity
were 1.37% and 11.97%, respectively, in the third quarter of 2002, compared to
1.07% and 13.99%, respectively, for the third quarter of 2001.

Interest Income.Total interest income increased 40.9% to $39,419 for the
three months ended September 30, 2002, compared to $27,971 for the third
quarter of 2001. The increase was primarily related to the increase in average
interest-earning assets added from the merger with UNB Corp. During the third
quarter of 2002, the yield on interest-earning assets declined by 130 basis
points from the same period in 2001. The Companys yield on average loans was
6.93% for the three months ended September 30, 2002 and 8.31% for the
comparable year ago period. Yields on the securities portfolio decreased from
6.82% during the third quarter of 2001 to 5.57% during the third quarter of
2002. The decrease in the yields on loans and securities resulted primarily
from lower market rates throughout 2002.

Interest Expense.Total interest expense increased 3.9% to $17,013 for
the three months ended September 30, 2002, compared to $16,373 for the three
months ended September 30, 2001. The increase was primarily related to the
increase in average interest-bearing liabilities added from the merger with UNB
Corp. The Companys cost of funds decreased to 3.22% in the three months ended
September 30, 2002 compared to 4.98% in the same period of 2001. The decrease
in cost of funds was primarily from decreased market rates combined with the
maturing of higher rate certificates of deposit that are being renewed at lower
current rates.

Provision for Loan Losses.The provision for loan losses was $930 for the
three months ended September 30, 2002, compared to $510 in the third quarter of
2001. The increased provision in 2002 resulted primarily from the Companys
review of general economic conditions and uncertainties and an updated analysis
of the Companys loan portfolio. The provision for loan losses was considered
sufficient by management for maintaining an adequate allowance for loan losses.

Non-Interest Income.Total non-interest income increased $3,521 for the
three months ended September 30, 2002, compared to the same period a year ago.
The following table sets forth the Companys non-interest income for the
periods indicated:

|                                                             |       |   |                    |       |                   |   |      |       |      |   |       |        |  |   |       |        | 
|------------------------------------------------------------ | ----- | - | ------------------ | ----- | ----------------- | - | ---- | ----- | ---- | - | ----- | ------ |  | - | ----- | ------ | 
|                                                             |       |   | Three Months Ended |       | Nine Months Ended
|                                                             |       |   | September 30,      |       | September 30,    
|                                                             |       |   |                    |       |                  
|                                                             |       |   | 2002               |       | 2001              |   | 2002 |       | 2001
|                                                             |       |   |                    |       |                   |   |      |       |     
|Trust and custodian fees                                     |       | $ | 1,852              |       |                   | $ | 695  |       |      | $ | 4,782 |        |  | $ | 1,833 |       
|                                                            
|                                                            
|                                                            
|                                                            
|Customer service fees                                        |       |   | 1,558              |       |                   |   | 681  |       |      |   | 3,994 |        |  |   | 1,961 |       
|                                                            
|                                                            
|                                                            
|                                                            
|Financial planning fees                                      |       |   | 59                 |       |                   |   | 193  |       |      |   | 779   |        |  |   | 750   |       
|                                                            
|                                                            
|                                                            
|                                                            
|Gains on sales of loans                                      |       |   | 1,736              |       |                   |   | 872  |       |      |   | 3,578 |        |  |   | 2,469 |       
|                                                            
|                                                            
|                                                            
|                                                            
|Securities gains, net                                        |       |   |                   |       |                   |   | 68   |       |      |   |      |        |  |   | 263   |       
|                                                            
|                                                            
|                                                            
|                                                            
|Derivative instruments
and hedging
activity
income/(expense) |       |   | 16                 |       |                   |   | (27  | )     |      |   | 152   |        |  |   | (48   | )     
|                                                            
|                                                            
|                                                            
|                                                            
|Other                                                        |       |   | 1,724              |       |                   |   | 942  |       |      |   | 5,140 |        |  |   | 2,948 |       
|                                                             |       |   |                    |       |                   |   |      |       |      |   |       |        |  |   |       |       
|                                                             | Total |   | $                  | 6,945 |                   |   | $    | 3,424 |      |   | $     | 18,425 |  |   | $     | 10,176 | 
|                                                             |       |   |                    |       |                   |   |      |       |      |   |       |        |  |   |       |       

Trust and custodian fees increased by $1,157 to $1,852 in the third
quarter of 2002 from $695 in the third quarter of 2001, and financial planning
fees decreased to $59 in the third quarter of 2002 from $193 from the same
period a year ago. The increase in trust fees was primarily related to the fee
income added from the merger with UNB Corp. Financial planning fees declined
due to the sale of Chornyak & Associates that was completed in July of 2002.
Trust income and financial planning fees continued to be impacted by the stock
markets decline as asset valuations decreased.

Customer service fees, representing service charges on deposits and fees
for other banking services, increased

14



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##### Table of Contents



by $877 to $1,558 in the third quarter of
2002 from $681 in the third quarter of 2001. The increase was attributed to the
merger with UNB Corp.

Gains on sales of loans totaled $1,736 for the three months ended
September 30, 2002 compared to $872 for the three months ended September 30,
2001. During the third quarter of 2002, the Company sold $9.9 million of the
guaranteed portion of its SBA and other government guaranteed loan originations
in the secondary market compared to $9.7 million during the third quarter of
2001, realizing gains of $770 in 2002 and $611 in 2001. Also, in the third
quarter of 2002, the Company recorded gains of $894 from the sales of
residential loans and $72 from the sale of an aircraft loan compared with $261
and $0, respectively, in 2001. The start up of a Wholesale Mortgage Lending
program in early 2002 contributed to the increase in fees in the third quarter
of 2002. Residential loan sale activity has been at record levels in the third
quarter of 2002 compared to the year ago period as a result of lower market
rates. The trend of refinancing is expected to continue throughout the fourth
quarter of 2002. Fees associated with the mortgage related business are
expected to remain strong throughout 2002 and may return to normal levels as
refinancing activity declines.

The Company intends to continue to place emphasis on its small business
lending activities, including the evaluation of expansion into new markets. On
October 1, 2002, the SBA implemented a $500,000 loan cap on SBA 7(a) loans.
This cap represented a reduction from the prior limit of $1.33 million. This
reduction resulted from the SBA beginning the fiscal year under a continuing
budget resolution which imposed short term budget constraints upon the SBA.
Management is monitoring this situation closely, and is hopeful that it will
correct itself shortly due to the importance of small businesses to our
economy. This situation, while not ideal, should have limited long-term impact
to the Companys government guaranteed lending program. The Company will
continue to serve the needs of its small business clients through the United
States Department of Agriculture Business and Industry Loan Program, the SBAs
Certified Development Corporations 504 Loan Program, and Supplemental
Terrorist Activity Relief (STAR) loans.

During the third quarter of 2001, the Company sold approximately $6.9
million of securities, realizing gains of $68. The Company had no sales of
securities during the third quarter of 2002.

Other income increased by $782 to $1,724 for the third quarter of 2002
from $942 in the third quarter of 2001. Within other operating income, income
from bank owned life insurance increased by $327, merchant fee income increased
by $326 and interchange income increased by $143. These increases were
attributed to the merger with UNB Corp. This increase was partially offset by
an impairment charge of $345 thousand on the mortgage servicing asset as the
decline in interest rates and the corresponding acceleration in mortgage
pre-payment speeds continued. Future impairment could be realized if
pre-payment speeds increase beyond the assumption rates. If rates begin to rise
and pre-payment activity slows, the value of the servicing rights should be
positively impacted.

Non-Interest Expense.Total non-interest expense increased $6,659 to
$15,150 in the three months ended September 30, 2002, compared to $8,491 in the
three months ended September 30, 2001. The following table sets forth the
Companys non-interest expense for the periods indicated:

|                                  |       |   |                    |        |                   |   |       |       |      |   |        |        |  |   |        |        | 
|--------------------------------- | ----- | - | ------------------ | ------ | ----------------- | - | ----- | ----- | ---- | - | ------ | ------ |  | - | ------ | ------ | 
|                                  |       |   | Three Months Ended |        | Nine Months Ended
|                                  |       |   | September 30,      |        | September 30,    
|                                  |       |   |                    |        |                  
|                                  |       |   | 2002               |        | 2001              |   | 2002  |       | 2001
|                                  |       |   |                    |        |                   |   |       |       |     
|Salaries and employee benefits    |       | $ | 8,166              |        |                   | $ | 4,470 |       |      | $ | 23,304 |        |  | $ | 13,378 |       
|                                 
|                                 
|                                 
|                                 
|Net occupancy expense             |       |   | 846                |        |                   |   | 493   |       |      |   | 2,351  |        |  |   | 1,482  |       
|                                 
|                                 
|                                 
|                                 
|Furniture, fixtures and equipment |       |   | 599                |        |                   |   | 265   |       |      |   | 1,468  |        |  |   | 850    |       
|                                 
|                                 
|                                 
|                                 
|Taxes other than income taxes     |       |   | 273                |        |                   |   | 261   |       |      |   | 1,796  |        |  |   | 759    |       
|                                 
|                                 
|                                 
|                                 
|Amortization of goodwill          |       |   | 123                |        |                   |   | 280   |       |      |   | 277    |        |  |   | 841    |       
|                                 
|                                 
|                                 
|                                 
|Amortization of other intangibles |       |   | 751                |        |                   |   | 172   |       |      |   | 1,691  |        |  |   | 614    |       
|                                 
|                                 
|                                 
|                                 
|Impairment of goodwill            |       |   |                   |        |                   |   |      |       |      |   | 1,392  |        |  |   |       |       
|                                 
|                                 
|                                 
|                                 
|Other                             |       |   | 4,392              |        |                   |   | 2,550 |       |      |   | 13,831 |        |  |   | 7,216  |       
|                                  |       |   |                    |        |                   |   |       |       |      |   |        |        |  |   |        |       
|                                  | Total |   | $                  | 15,150 |                   |   | $     | 8,491 |      |   | $      | 46,110 |  |   | $      | 25,140 | 
|                                  |       |   |                    |        |                   |   |       |       |      |   |        |        |  |   |        |       

Salaries and employee benefits increased to $8,166 and represented
approximately 57.2% of total operating expenses (non-interest expense less
amortization of intangibles) for the three months ended September 30, 2002
compared to 55.6% in the third quarter of 2001. The increase was attributed to
the merger with UNB Corp.

Net occupancy expense increased to $846 in the third quarter of 2002 from
$493 in the third quarter of 2002 primarily due to additional expenses
attributed to facilities acquired from the merger with UNB Corp.

Furniture, fixtures and equipment expense increased to $599 in the third
quarter of 2002 from $265 in the third

15



---



##### Table of Contents



quarter of 2001 primarily due to
depreciation expense attributed to fixed assets added by the merger with UNB
Corp.

Taxes, other than income taxes, for the quarter ended September 30, 2002
were $273 compared with $261 in the third quarter 2001. This expense is
anticipated to increase in 2003 when the Company files the franchise tax return
based off of the new capital structure of the Company.

Amortization of goodwill and other intangible assets increased by $422 in
the third quarter of 2002 compared to the year ago period. The increase was
mainly attributed to the core deposit amortization related to the merger with
UNB Corp. which was partially offset by the adoption of SFAS No. 142 on January
1, 2002.

Other non-interest expenses increased $1,842, to $4,392 during the third
quarter of 2002 compared to $2,550 in the third quarter of 2001. The increase
was attributed to the merger with UNB Corp. This increase was offset by a gain
of $460 on the sale of other assets owned that were acquired from loan
foreclosures.

Provision for Income Taxes.The Companys provision for Federal income
taxes was $4,275, or 32.2% of pretax income, for the three months ended
September 30, 2002 compared to $1,971, or 32.7% of pretax income, for the same
period in 2001. The effective tax rate for each period differed from the
federal statutory rate principally as a result of tax-exempt income from
obligations of states and political subdivisions, loans and earnings on bank
owned life insurance.

Comparison of Operating Results For The Nine Months Ended September 30, 2002 and 2001

Net Income.Net income for the nine months ended September 30, 2002, was
$16,751, or $.83 per diluted share compared to net income of $11,860, or $1.01
per diluted share for the same period in 2001. Year-to-date 2002 results were
significantly impacted by $4,200 of one time merger related expenses and a
provision for loan loss expense of $7,139. The 2002 results were also impacted
by the merger between BancFirst Ohio Corp. and UNB Corp. Since the transaction
was accounted for as a purchase of UNB Corp. by BancFirst, the operating
results include the operations of BancFirst for the entire year and only the
operating results of UNB from March 8, 2002 through September 30, 2002. During
the first nine months of 2002, net interest income increased by 74.4% and
non-interest income increased by 81.1%, as compared to the same period in 2001.
For the nine month period ended September 30, 2002, non-interest expense,
excluding one time merger related expenses and the impairment of goodwill,
totaled $41,644, an increase of 65.7% from the same period a year ago. The net
interest margin increased to 3.80% for the first nine months of 2002, compared
to 3.21% for the same period in 2001. The improvement in the net interest
margin was primarily from lower cost of funds due to the decline in market
interest rates and due to a change in the funding mix as a result of the
merger. The Companys return on average assets and return on average equity
were 0.71% and 6.79%, respectively, in 2002, compared to 1.03% and 14.19%,
respectively, for the nine months ended September 30, 2001.

Interest Income.Total interest income increased 22.7% to $107,924 for
the nine months ended September 30, 2002, compared to $87,930 for the same
period in 2001. The increase was primarily related to the increase in average
interest-earning assets added from the merger with UNB Corp. During 2002, the
yield on interest-earning assets declined by 132 basis points from the same
period in 2001. The Companys yield on average loans was 7.14% for the nine
months ended September 30, 2002 and 8.58% for the comparable year ago period.
Yields on the securities portfolio decreased from 7.23% during the first nine
months of 2001 to 5.88% during the same period in 2002. The decrease in the
yields on loans and securities resulted primarily from lower market rates
throughout 2002 and an increase in pre-payment speeds on mortgage-backed
securities.

Interest Expense.Total interest expense decreased 10.0% to $48,463 for
the nine months ended September 30, 2002, compared to $53,841 for the nine
months ended September 30, 2001. Interest expense decreased due to a 192 basis
point decrease in the Companys cost of funds. The Companys cost of funds
decreased to 3.43% in the nine months ended September 30, 2002 compared to
5.35% in the same period of 2001. The decrease in cost of funds was primarily
from decreased market rates combined with the maturity of higher yielding
certificates of deposit that are being renewed at lower current rates.

Provision for Loan Losses.The provision for loan losses was $7,139 for
the nine months ended September 30, 2002, compared to $1,470 in the same period
in 2001. The increased provision in 2002 resulted primarily from the Companys
review of general economic conditions and uncertainties and a continual
analysis of the Companys loan portfolio. This led to an increase in specific
allocations recognized based on deterioration in credit quality of specific
credits and an increase in the non-specific allocation based on managements
analysis of current economic conditions. Also, it was managements intention
to reduce non-performing loans of the combined company which resulted in a
reevaluation of expected losses as it works to cure non-performing assets
quicker than previously anticipated. The provision for loan losses was
considered sufficient by management for maintaining an adequate allowance for
loan losses.

16



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##### Table of Contents



Non-Interest Income.Total non-interest income was $18,425 for the nine
months ended September 30, 2002, compared to $10,176 for the nine months ended
September 30, 2001.

Trust and custodian fees increased by $2,949 to $4,782 for the nine months
ended September 30, 2002 from $1,833 in the same period in 2001, and financial
planning fees increased to $779 for the nine months ended September 30, 2002
from $750 from the same period a year ago. The increase in trust and financial
planning fees was primarily related to the fee income added from the merger
with UNB Corp. Trust income and financial planning fees continued to be
impacted by the stock markets decline as asset valuations decreased.

Customer service fees, representing service charges on deposits and fees
for other banking services, increased from $1,961 for the nine months ended
September 30, 2001 to $3,994 for the same period in 2002. The increase was
attributed to the merger with UNB Corp.

Gains on sales of loans totaled $3,578 for the nine months ended September
30, 2002 compared to $2,469 for the nine months ended September 30, 2001.
During 2002, the Company sold $23.0 million of the guaranteed portion of its
SBA and other government guaranteed loan originations in the secondary market
compared to $24.8 million during the first nine months of 2001, realizing gains
of $1,953 in 2002 and $1,849 in 2001. Also, the Company recorded gains of
$1,553 from the sales of residential loans and $72 from the sale of aircraft
loans during the first nine months of 2002 compared to $620 and $0,
respectively, in 2001. Residential loan sale activity has been at record
levels in the third quarter of 2002 compared to the year ago period as a result
of lower market rates. The trend of refinancing is expected to continue
throughout the fourth quarter of 2002. Fees associated with the mortgage
related business are expected to remain strong throughout 2002 and may return
to normal levels as refinancing activity declines.

Securities gains of $263 were realized during the nine months ended
September 30, 2001 and the Company has had no sales of securities during 2002.

Other income increased by $2,192 to $5,140 for the nine months ended
September 30, 2002 from $2,948 during the same period in 2001. Within other
operating income, income from bank owned life insurance increased by $989,
merchant fee income increased by $734 and interchange income increased by $301.
Of the increase in bank owned life insurance, $291 was related to a death
benefit recognized in 2002. The remaining increases were attributed to the
merger with UNB Corp.

Non-Interest Expense.Total non-interest expense increased $20,970 to
$46,110 for the nine months ended September 30, 2002, compared to $25,140 for
the nine months ended September 30, 2001. Excluding one time merger related
expenses and impairment of goodwill of $4,466, non-interest expense increased
by $16,507 to $41,644 for the first nine months of 2002.

Salaries and employee benefits increased to $23,304 for the nine months
ended September 30, 2002 compared to $13,378 for the same period of 2001. The
increase includes $980 of severance and benefit plan expenses and the remaining
increase is attributed to the merger with UNB Corp.

Net occupancy expense increased to $2,351 for the nine months ended
September 30, 2002 from $1,482 in the same period of 2001 primarily due to
additional expenses attributed to UNB Corp.

Furniture, fixtures and equipment expense increased to $1,468 for the nine
months ended September 30, 2002 from $850 in the same period of 2001 primarily
due to depreciation expense attributed to fixed assets added by the merger with
UNB Corp.

Taxes, other than income taxes, for the nine months ended September 30,
2002 were $1,796 compared with $759 in the same period of 2001. The increase
was due to the recognition of the full year of Ohio Franchise tax expense for
First National Bank of Zanesville to correspond with the ending of that banks
charter. A significant increase in this expense is not anticipated in 2003.

Amortization of goodwill and other intangible assets increased by $513 for
the nine months ended September 30, 2002 compared to the year ago period. The
increase was attributed to the core deposit amortization related to the merger
with UNB Corp. which was partially offset by the adoption of SFAS No. 142 on
January 1, 2002. Also, as part of SFAS No. 142, an expense of $1,392 was
recognized for the impairment of goodwill associated with prior acquisitions.

Other non-interest expenses increased $6,615, to $13,831 during the nine
months ended September 30, 2002

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compared to $7,216 in the same period in 2001.
Of this increase, $611 was related to losses on sales and write down of other
real estate owned that were acquired through loan foreclosures. Also, the
increase includes $1,318 of marketing, legal and other miscellaneous expenses
related to the merger with UNB Corp. The remaining increase is attributed to
the merger with UNB Corp.

Provision for Income Taxes.The Companys provision for Federal income
taxes was $7,886, or 32.0% of pretax income, for the nine months ended
September 30, 2002 compared to $5,795, or 32.8% of pretax income, for the same
period in 2001. The effective tax rate for each period differed from the
federal statutory rate principally as a result of tax-exempt income from
obligations of states and political subdivisions, non-taxable loans and
earnings on bank-owned life insurance.

Asset Quality

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

Failure to receive principal and interest payments when due on any loan
results in efforts to restore such loan to current status. Loans are classified
as non-accrual when, in the opinion of management, full collection of principal
and accrued interest is in doubt. Continued unsuccessful collection efforts
generally lead to initiation of foreclosure or other legal proceedings.
Property acquired by the Company as a result of foreclosure or by deed in lieu
of foreclosure is classified as other assets owned until such time as it is
sold or otherwise disposed of. The Company owned $2,124 of such property at
September 30, 2002 compared to $1,029 at September 30, 2001.

Non-performing loans totaled $16,581, or 0.87% of total loans, at
September 30, 2002, compared to $10,395, or 0.97% of total loans, at September
30, 2001. Non-performing assets totaled $18,705, or 0.99% of loans and other
assets owned at September 30, 2002, compared to $12,424, or 1.06%, at September
30, 2001. Non-accrual loans were mainly comprised of $4,532 of residential
mortgage loans, $3,834 of aircraft loans, $948 of commercial loans, $2,250 of
commercial real estate loans and $2,644 of SBA and other government guaranteed
loans, of which $1,562 is guaranteed by the government. The increase resulted
primarily from delinquency trends in general. Management of the Company is not
aware of any material amounts of loans outstanding, not disclosed in the tables
below, for which there is significant uncertainty as to the ability of the
borrower to comply with present payment terms. The following is an analysis of
the composition of non-performing assets and restructured loans:

|                                                             |  |                    |        |   |  |  |  |                    |  |   |        |   |  |  |  | 
|------------------------------------------------------------ |  | ------------------ | ------ | - |  |  |  | ------------------ |  | - | ------ | - |  |  |  | 
|                                                             |  | September 30, 2002 |        |   |  |  |  | September 30, 2001 |  |   |        |  
|                                                             |  |                    |        |   |  |  |  |                    |  |   |        |  
|Non-accrual                                                  |  | $                  | 14,570 |   |  |  |  |                    |  | $ | 6,384  |   |  |  |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|Accruing loans 90 days or more past due                      |  |                    | 2,011  |   |  |  |  |                    |  |   | 4,011  |   |  |  |  | 
|                                                             |  |                    |        |   |  |  |  |                    |  |   |        |   |  |  |  | 
|Total non-performing loans                                   |  |                    | 16,581 |   |  |  |  |                    |  |   | 10,395 |   |  |  |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|Other assets owned and other non-performing assets           |  |                    | 2,124  |   |  |  |  |                    |  |   | 2,029  |   |  |  |  | 
|                                                             |  |                    |        |   |  |  |  |                    |  |   |        |   |  |  |  | 
|Total non-performing assets                                  |  | $                  | 18,705 |   |  |  |  |                    |  | $ | 12,424 |   |  |  |  | 
|                                                             |  |                    |        |   |  |  |  |                    |  |   |        |   |  |  |  | 
|Restructured loans                                           |  | $                  | 2,725  |   |  |  |  |                    |  | $ | 2,843  |   |  |  |  | 
|                                                             |  |                    |        |   |  |  |  |                    |  |   |        |   |  |  |  | 
|Non-performing loans to total loans                          |  |                    | 0.87   | % |  |  |  |                    |  |   | 0.97   | % |  |  |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|Non-performing assets to total assets                        |  |                    | 0.70   | % |  |  |  |                    |  |   | 0.83   | % |  |  |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|Non-performing assets to total loans plus other
assets owned |  |                    | 0.99   | % |  |  |  |                    |  |   | 1.06   | % |  |  |  | 

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

As of September 30, 2002, impaired loans were $56,247 compared with
$53,805 at June 30, 2002 and $28,844 at March 31, 2002. The increase in
impaired loans from March 2002 was attributed to the downgrade of several
commercial

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loans after a complete review and analysis of the borrowers primary
source of repayment and documentation related to that source of repayment.

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

The allowance for loan losses totaled $26.6 million at September 30, 2002,
representing 1.40% of total loans, compared to $10.6 million at December 31,
2001, or 1.03% of total loans. Net charge-offs for the nine months ended
September 30, 2002 were $3,297, compared to net charge-offs of $1,341 for the
same period in 2001. The increase in net charge-offs for the 2002 period
compared to 2001 is partially attributed to a weakening in economic conditions
from the fourth quarter 2001 and write downs of impaired loans within the
commercial and commercial real estate portfolios.

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

The allowance for loan losses as a percentage of non-performing loans
(coverage ratio) was 160.4% at September 30, 2002, compared to 98.9% at
September 30, 2001. Although used as a general indicator, the coverage ratio is
not a primary factor in the determination of the adequacy of the allowance by
management, particularly given the extent to which the Companys non-performing
loans consist of single-family residential mortgage loans.

Comparison of September 30, 2002 and December 31, 2001 Financial Condition

Total assets were $2.67 billion at September 30, 2002, an increase of
$1.20 billion from December 31, 2001. Total securities increased by $112.2
million to $415.4 million from December 31, 2001. Both of these increases were
primarily due to the merger with UNB Corp. The Companys general investment
strategy is to manage the portfolio to include rate sensitive assets, matched
against interest sensitive liabilities to reduce interest rate risk. In
recognition of this strategy, as well as to provide a secondary source of
liquidity to accommodate loan demand and possible deposit withdrawals, the
Company has chosen to classify the majority of its securities as
available-for-sale. At September 30, 2002, 98.4% of the total securities
portfolio was classified as available-for-sale, while those securities that the
Company intends to hold to maturity represented the remaining 1.6%. This
compares to 96.9% and 3.1% classified as available-for-sale and held to
maturity, respectively, at December 31, 2001.

Total loans increased $867.2 million to $1.90 billion at September 30,
2002. This increase was primarily due to the merger with UNB Corp.

Total deposits increased to $1.94 billion at September 30, 2002 from $1.10
billion at December 31, 2001. The increase was mainly due to the merger with
UNB Corp. Also contributing to the increase in deposits, was an offering of
long term Certificates of Deposits at slightly above market rates which brought
in approximately $68 million in new deposits during the third quarter of 2002.
Management wanted to lock in these rates as part of its balance sheet strategy
to mitigate its exposure to possible increases in rates. While this will put
pressure on the net interest margin in the short term, management believes that
these will prove to be relatively low cost funds over the next three years. The
Company continues to emphasize growth in its existing retail deposit base,
provided incremental deposit growth is cost effective compared to alternative
funding sources. Total interest-bearing deposits accounted for 89.1% of total
deposits at September 30, 2002, compared to 92.4% at December 31, 2001.

Short-term borrowings, including federal funds purchased, increased $65.5
million to $66.5 million at September 30, 2002, compared to $1.0 million at
December 31, 2001. This increase was primarily due to sweep repurchase
agreements added from the merger with UNB Corp. Other borrowings increased
$82.3 million to $301.9 million at September 30, 2002, compared to $219.6
million at December 31, 2001. This increase was primarily due to the merger
with UNB Corp. This increase was partially offset by the payoff of a $7.0
million term loan.

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Liquidity and Capital Resources

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

The Companys principal source of funds to satisfy short-term liquidity
needs comes from cash, due from banks, federal funds sold and borrowing
capabilities through the FHLB as well as other sources. Changes in the balance
of cash and due from banks are due to changes in volumes of federal funds sold,
and the float and reserves related to deposit accounts, which may fluctuate
significantly on a day-to-day basis. As of September 30, 2002, cash, due from
banks and federal funds sold totaled $101,571 compared with $80,675 at June 30,
2002. The securities portfolio serves as an additional source of liquidity for
the Company. Securities with a market value of $408,764 were classified as
available-for-sale as of September 30, 2002, representing 98.4% of the total
securities portfolio. Classification of securities as available-for-sale
provides for flexibility in managing net interest margin, interest rate risk,
and liquidity. Securities with a carrying value of $349,244 at September 30,
2002 were pledged to secure public funds and other obligations.

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

On October 18, 1999, the Company completed an offering of $20.0 million
aggregate liquidation amount of 9.875% Capital Securities, Series A, due 2029.
These securities represent preferred beneficial interests in BFOH Capital Trust
I, a special purpose trust formed for the purpose of the offering. The
proceeds from the offering were used by the Trust to purchase Junior
Subordinated Deferrable Interest Debentures (Debentures) from the Company.
Under Federal Reserve Board regulations, these Capital Securities may represent
up to 25% of a bank holding companys Tier 1 capital. The holders of the
Capital Securities are entitled to receive cumulative cash distributions at the
annual rate of 9.875% of the liquidation amount. Distributions are payable
semi-annually on April 15 and October 15 of each year, beginning on April 15,
2000. The Company has fully and unconditionally guaranteed the payment of the
Capital Securities, and payment of distributions on the Capital Securities.
The Trust is required to redeem the Capital Securities on or, in certain
circumstances, prior to October 15, 2029. There are no significant covenants
or limitations with respect to the business of the Company that are contained
in the instruments which govern the Capital Securities and the Debentures.

Shareholders equity at September 30, 2002 was $299.5 million, compared to
shareholders equity at December 31, 2001 of $116.5 million, an increase of
$183.0 million. The merger with UNB Corp. contributed $174.6 million to
shareholders equity. Shareholders equity also increased by net income of
$16.8 million, an increase of $1.5 in other comprehensive income and these
increases were partially offset by cash dividends paid of $8.6 million. The
Companys Board of Directors has approved a stock repurchase program
authorizing management to repurchase up to 550,000 common shares. The company
expects to purchase shares from time to time in the open market as market
conditions warrant.

Under the risk-based capital guidelines, a minimum capital to
risk-weighted assets ratio of 8.0% is required, of which, at least 4.0% must
consist of Tier 1 capital (equity capital net of goodwill). Additionally, a
minimum leverage ratio (Tier 1 capital to total assets) of 3.0% must be
maintained. At September 30, 2002, the Company had a total risk-based capital
ratio of 11.17%, of which 9.99% consisted of Tier 1 capital. The leverage ratio
for the Company at September 30, 2002, was 8.23%.

Cash dividends declared and paid to shareholders of the Company totaled
$8.6 million, or $0.39 per share, during the first nine months of 2002. This
compares to dividends of $3.8 million, or $0.33 per share, for the same period
in 2001.

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

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Item 3:
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

One of the most significant assumptions is the assignment of deposit
balances without a stated maturity date to specific time frames. Since these
deposits are subject to withdrawal on demand, and have rates that can be
changed at any time, they could be considered immediately repriceable and
assigned to the shortest maturity, resulting in a significant level of
liability sensitivity. However, actual practice indicates that balances are
withdrawn and replaced over a much longer time frame, and rates are modified
less frequently and in smaller increments than changes which occur in financial
market rates. Although the Company prefers to use a statistical analysis of
historical deposit behavior to derive appropriate distributions of deposit
balances over the simulation time horizon, in the current data non-maturity
deposits are assigned a one-month maturity. The combined deposits of the merged
company will be reanalyzed to provide a more accurate depiction of interest
rate risk.

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

At September 30, 2002, assuming an immediate, parallel 200 basis point
shift in market yields, the Companys net interest income for the next twelve
months was calculated to decrease by approximately 2.96% if rates fell and
decrease by 5.49% if rates rose. Since interest rates on deposit products are
very low, the Company would not realize any significant future benefit from
lower rates, but could see a continuing decrease in earning asset rates. The
net present value of equity is defined as the difference between the present
value of the Companys assets and liabilities. In general, the present value of
fixed rate financial instruments declines as market rates increase and
increases as rates fall. Using the yield scenario defined above, the net
present value of equity was forecasted to decline by 17.79% in a rising rate
environment and to rise by 13.75% in a falling rate scenario. The duration of
total assets was 26.6 months, compared to a duration of total liabilities of
11.4 months, indicating that liabilities will both reprice faster than assets
and change in value by a smaller amount than the assets over a similar time
frame.

Interest rate risk can be managed by using a variety of techniques,
including selling existing assets or repaying liabilities, pricing loans and
deposits to attract preferred maturities and developing alternative sources of
funding or structuring new products to hedge existing exposures. In addition to
these balance sheet strategies, the Company can also use derivative financial
instruments such as interest rate swaps, caps, and floors to minimize the
potential impact of adverse changes in interest rates. During the third
quarter, the Company continued to lengthen the duration of its liabilities by
extending the term of maturing borrowings to minimize the effect of rising
rates on future net interest income.

The Company has three interest rate swaps on which it pays a fixed rate
and receives a variable rate. One swap with a current notional principal amount
of $8,995 was executed as a hedge against fixed rate mortgages, which are held
in the Companys portfolio. The net cash flow and market value of the swap
moves inversely with those of the fixed rate loans in the portfolio, which
reduces the Companys exposure to changing interest rates. If rates rise, the
Company receives net cash flow from the swap which compensates for the
opportunity loss of holding an asset with a below market yield. Alternatively,
the increase in the market value of the swap would balance the loss on the
mortgage loans if the loans

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were sold. If rates fall, the net cash flows given
up are offset by the increased value of assets with an above market yield.
The gain that would be realized on the sale of the loans would counteract the
loss on the termination of the interest rate swap. While this hedging
arrangement provides protection against changing rates, the structure of the
swap does not fully offset the interest rate risk of the loans and
therefore is
not considered an effective hedge under current accounting guidance. The swap is
recorded as a liability with a fair value of $273, with changes recognized in
current income.

There are two swaps with a total notional principal of $25,000 which were
executed to convert variable rate borrowings to a fixed rate to reduce the risk
of increased interest expense in a rising rate environment. Since the terms of
the swap are essentially the same as those of the liabilities being hedged, the
transaction is considered fully effective. The swaps are recorded as a liability
with a fair value of $4,120. Changes in the fair value are recognized in other
comprehensive income on a tax adjusted basis.

The Company also has a notional balance of $3,000 options on the S
& P 500 which
offsets the equivalent risk of certificate of deposit liabilities that have a
return contractually linked to the index. The purchased options and the
derivative created by the implied options embedded in the certificates offset
each other and are carried at fair value with changes recognized in current
income. At September 30, 2002 the purchased option had a fair value of $93 while
the option embedded in the certificate of deposit was a liability of $93. The
premium paid for the purchased options is being amortized to interest expense on
deposits over the five year term of the certificates. In addition to the premium
amortization of $155, for the year to date the Company has recognized expense of
$70 in current income for the portion of the transaction that is deemed to be
ineffective.




Item 4:
CONTROLS AND PROCEDURES DISCLOSURE

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

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PART II  OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Changes in Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

Not Applicable

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

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

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

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

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

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

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

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

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

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

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

Exhibit 10.ab  Unizan Financial Corp. Severance Agreement for Roger L.
Mann entered into as of August 1, 2002.

Exhibit 10.ac  Unizan Bank, National Association Amended Salary
Continuation Agreement for Roger L. Mann entered into as of August 1,
2002.

Exhibit 10.ad  Unizan Financial Corp. Severance Agreement for James J.
Pennetti entered into as of August 1, 2002.

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Exhibit 10.ae  Unizan Bank, National Association Amended Salary
Continuation Agreement for James J. Pennetti entered into as of August 1,
2002.

Exhibit 10.af  Unizan Financial Corp. Severance Agreement for Scott E.
Dodds entered into as of August 1, 2002.

Exhibit 10.ag  Unizan Bank, National Association Amended Salary
Continuation Agreement for Scott E. Dodds entered into as of August 1,
2002.

Exhibit 10.ah  Unizan Financial Corp. Severance Agreement for James H.
Nicholson entered into as of August 1, 2002.

Exhibit 10.ai  Unizan Financial Corp. Severance Agreement for Edward N.
Cohn entered into as of August 1, 2002.

Exhibit 10.aj  Unizan Financial Corp. Severance Agreement for Robert J.
Blackburn entered into as of August 1, 2002.

Exhibit 10.ak  Unizan Financial Corp. Severance Agreement for James B.
Baemel entered into as of August 1, 2002.

Exhibit 10.al  Unizan Financial Corp. Severance Agreement for Gary L.
McGlaughlin entered into as of August 1, 2002.

Exhibit 10.am  Unizan Financial Corp. Severance Agreement for Thomas J.
Selock entered into as of August 1, 2002.

Exhibit 99.1  Certification of Financial Results

Exhibit 99.2  Certification of Financial Results

(b)  Reports on Form 8-K

None




Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|     |  |                   |  |                                                                                                                                         
|---- |  | ----------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|     |  |                   |  | Unizan Financial Corp.
(Registrant)                                                                                                     
|    
|Date |  | November 13, 2002 |  | /s/ Roger L. MannRoger L. Mann
President and
Chief Executive Officer                                                                    
|    
|Date |  | November 13, 2002 |  | /s/ James J. PennettiJames J. Pennetti
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

24



---



##### Table of Contents



I, Roger L. Mann, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Unizan
Financial Corp.                                                                                                                                                                                                                                                                                                             
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report.                                                           
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report.                                                                              
|  
|4. |  | The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have:                                                                                                                                                                
|  
|   |  | (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared:                                                                                      
|  
|   |  | (b) evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                                                                                                        
|  
|   |  | (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.                                                                                                                                                                                                              
|  
|5. |  | The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors
(or persons performing the equivalent function):                                                                                                                                           
|  
|   |  | (a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and                                                                                       
|  
|   |  | (b) Any fraud, whether or not material, that involves management or
other employees, who have a significant role in the registrants
internal controls.                                                                                                                                                                                                                                  
|  
|6. |  | The registrants other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

|      |  |                   |  |                                                                     
|----- |  | ----------------- |  | --------------------------------------------------------------------
|Date: |  | November 13, 2002 |  | /s/ Roger L. MannRoger L. Mann
President and Chief Executive Officer

25



---



##### Table of Contents



I, James J. Pennetti, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Unizan
Financial Corp.                                                                                                                                                                                                                                                                                                             
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report.                                                           
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report.                                                                              
|  
|4. |  | The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have:                                                                                                                                                                
|  
|   |  | (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared:                                                                                      
|  
|   |  | (b) evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                                                                                                        
|  
|   |  | (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.                                                                                                                                                                                                              
|  
|5. |  | The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors
(or persons performing the equivalent function):                                                                                                                                           
|  
|   |  | (a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and                                                                                       
|  
|   |  | (b) Any fraud, whether or not material, that involves management or
other employees, who have a significant role in the registrants
internal controls.                                                                                                                                                                                                                                  
|  
|6. |  | The registrants other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

|      |  |                   |  |                                                                                            
|----- |  | ----------------- |  | -------------------------------------------------------------------------------------------
|Date: |  | November 13, 2002 |  | /s/ James J. PennettiJames J. Pennetti
Executive Vice President and Chief
Financial Officer

26