##### 









FORM 10-Q

þ     QUARTERLY
REPORT PURSUANT TO SECTION 13 OR



For the quarterly period ended March 31, 2002

OR

o     TRANSITION
REPORT PURSUANT TO SECTION 13 OR



For the transition period
from           to

Commission File Number 0-13270

Unizan Financial Corp.



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

220 Market Avenue South, Canton, Ohio 44702





(330) 438-1118



UNB Corp.





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 April 30, 2002
|                                 |  |                                 
|Common Stock, $1.00 Stated Value |  | 22,043,533                      



---



##### 



INDEX

UNIZAN FINANCIAL CORP.


|           |         |                                                |                                                                                           |  |          |       | 
|---------- | ------- | ---------------------------------------------- | ----------------------------------------------------------------------------------------- |  | -------- | ----- | 
|          
|          
|          
|          
|PART I.    |         | FINANCIAL INFORMATION                          |                                                                                           |  | Page No. |      
|           |         |                                                |                                                                                           |  |          |      
|           | Item 1. |                                                | Financial Statements                                                                      |  |          |       | 
|          
|          
|          
|          
|           |         | Consolidated Balance Sheet                     |                                                                                           |  | 1        |      
|          
|          
|          
|          
|           |         | Consolidated Statement of Income               |                                                                                           |  | 2        |      
|          
|          
|          
|          
|           |         | Consolidated Statement of Cash Flows           |                                                                                           |  | 3        |      
|          
|          
|          
|          
|           |         | Notes to Consolidated Financial Statements     |                                                                                           |  | 4-11     |      
|          
|          
|          
|          
|           | Item 2. |                                                | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |  |          | 12-19 | 
|          
|          
|          
|          
|          
|          
|          
|          
|PART II.   |         | OTHER INFORMATION                              |                                                                                           |  |          |      
|          
|          
|          
|          
|           |         | Other Information                              |                                                                                           |  | 20       |      
|           | 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 |         |                                                | 21                                                                                        | 



---



##### 



Unizan Financial Corp.

CONSOLIDATED BALANCE SHEETS


|                                                                                                                                                                                   |                                        |                                |                                                |              |           |           |         |         |           |           | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ------------------------------ | ---------------------------------------------- | ------------ | --------- | --------- | ------- | ------- | --------- | --------- | 
|                                                                                                                                                                                   |                                        | March 31,                      |                                                | December 31,
|(In thousands except per share data)                                                                                                                                               |                                        | 2002                           |                                                | 2001        
|                                                                                                                                                                                   |                                        |                                |                                                |             
|ASSETS                                                                                                                                                                             |                                        |                                |                                                |              |           |           |         |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Cash and cash equivalents                                                                                                                                                          |                                        | $                              | 60,905                                         |              |           | $         | 26,978  |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Interest bearing deposits with banks                                                                                                                                               |                                        |                                | 1,863                                          |              |           |           | 906     |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Securities held-to-maturity, net (Fair value:                                                                                                                                      |                                        |                                |                                                |              |           |           |         |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                   | $8,809 and $9,693, respectively)       |                                |                                                | 8,651        |           |           |         | 9,421   |          
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Securities available-for-sale, at fair value                                                                                                                                       |                                        |                                | 428,998                                        |              |           |           | 316,755 |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Loans originated and held for sale                                                                                                                                                 |                                        |                                | 5,902                                          |              |           |           | 10,455  |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Loans:                                                                                                                                                                             |                                        |                                |                                                |              |           |           |         |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                   | Commercial, financial and agricultural |                                |                                                | 230,655      |           |           |         | 105,590 |          
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                   | Aircraft                               |                                |                                                | 136,651      |           |           |         |        |          
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                   | Commercial real estate                 |                                |                                                | 580,229      |           |           |         | 432,840 |          
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                   | Residential real estate                |                                |                                                | 565,199      |           |           |         | 350,176 |          
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                   | Consumer                               |                                |                                                | 395,986      |           |           |         | 140,431 |          
|                                                                                                                                                                                   |                                        |                                |                                                |              |           |           |         |        
|                                                                                                                                                                                   |                                        | Total loans                    |                                                |              | 1,908,720 |           |         |         | 1,029,037 |          
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                   |                                        | Less allowance for loan losses |                                                |              | (26,714   | )         |         |         | (10,610   | )        
|                                                                                                                                                                                   |                                        |                                |                                                |              |           |           |         |        
|                                                                                                                                                                                   |                                        |                                | Net loans                                      |              |           | 1,882,006 |         |         |           | 1,018,427 | 
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Premises and equipment, net                                                                                                                                                        |                                        |                                | 28,065                                         |              |           |           | 17,744  |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Goodwill and other intangible assets                                                                                                                                               |                                        |                                | 119,228                                        |              |           |           | 20,650  |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Accrued interest receivable and other assets                                                                                                                                       |                                        |                                | 85,907                                         |              |           |           | 50,118  |        
|                                                                                                                                                                                   |                                        |                                |                                                |              |           |           |         |        
|                                                                                                                                                                                   |                                        |                                | Total Assets                                   |              | $         | 2,621,525 |         |         | $         | 1,471,454 | 
|                                                                                                                                                                                   |                                        |                                |                                                |              |           |           |         |        
|LIABILITIES                                                                                                                                                                        |                                        |                                |                                                |              |           |           |         |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Deposits:                                                                                                                                                                          |                                        |                                |                                                |              |           |           |         |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                   |                                        | Noninterest bearing deposits   |                                                | $            | 185,151   |           |         | $       | 83,521    |          
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                   |                                        | Interest bearing deposits      |                                                |              | 1,670,611 |           |         |         | 1,015,316 |          
|                                                                                                                                                                                   |                                        |                                |                                                |              |           |           |         |        
|                                                                                                                                                                                   |                                        |                                | Total deposits                                 |              |           | 1,855,762 |         |         |           | 1,098,837 | 
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Short-term borrowings                                                                                                                                                              |                                        |                                | 102,328                                        |              |           |           | 1,000   |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Other borrowings                                                                                                                                                                   |                                        |                                | 329,017                                        |              |           |           | 219,565 |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Accrued taxes, expenses and other liabilities                                                                                                                                      |                                        |                                | 31,370                                         |              |           |           | 15,546  |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Company obligated mandatorily redeemable trust
    preferred                                                                                                                       |                                        |                                | 20,000                                         |              |           |           | 20,000  |        
|                                                                                                                                                                                   |                                        |                                |                                                |              |           |           |         |        
|                                                                                                                                                                                   |                                        |                                | Total Liabilities                              |              |           | 2,338,477 |         |         |           | 1,354,948 | 
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|SHAREHOLDERS EQUITY                                                                                                                                                               |                                        |                                |                                                |              |           |           |         |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Common stock (2002  $1.00 stated
    value, 100,000,000 shares authorized and 22,045,533 issued;
    2001  no par value, 20,000,000 shares authorized and
    12,632,896 issued) |                                        |                                | 22,046                                         |              |           |           | 87,049  |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Paid-in capital                                                                                                                                                                    |                                        |                                | 221,870                                        |              |           |           |        |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Retained earnings                                                                                                                                                                  |                                        |                                | 45,676                                         |              |           |           | 49,820  |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Stock held by deferred compensation plan, 31,673
    and 0 shares at cost                                                                                                          |                                        |                                | (597                                           | )            |           |           |        |        
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Treasury stock, 2,000 and 1,052,834 shares at cost                                                                                                                                 |                                        |                                | (39                                            | )            |           |           | (17,991 | )      
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Accumulated other comprehensive income                                                                                                                                             |                                        |                                | (5,908                                         | )            |           |           | (2,372  | )      
|                                                                                                                                                                                   |                                        |                                |                                                |              |           |           |         |        
|                                                                                                                                                                                   |                                        |                                | Total Shareholders Equity                     |              |           | 283,048   |         |         |           | 116,506   | 
|                                                                                                                                                                                   |                                        |                                |                                                |              |           |           |         |        
|                                                                                                                                                                                   |                                        |                                | Total Liabilities and Shareholders
    Equity |              | $         | 2,621,525 |         |         | $         | 1,471,454 | 
|                                                                                                                                                                                   |                                        |                                |                                                |              |           |           |         |        

See Notes to the Consolidated Financial Statements

1



---



##### 



Unizan Financial Corp.

CONSOLIDATED STATEMENTS OF INCOME


|                                                        |                                                                  |                      |                        |            |        |        |        |            |        |        | 
|------------------------------------------------------- | ---------------------------------------------------------------- | -------------------- | ---------------------- | ---------- | ------ | ------ | ------ | ---------- | ------ | ------ | 
|                                                        |                                                                  |                     
|                                                        |                                                                  | Three Months Ended  
|                                                        |                                                                  | March 31,           
|                                                        |                                                                  |                     
|                                                        |                                                                  | 2002                 |                        | 2001      
|(In thousands except per share data)                    |                                                                  |                      |                        |           
|Interest income:                                        |                                                                  |                      |                        |            |        |        |        |           
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Interest and fees on loans:                                      |                      |                        |            |        |        |        |            |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                  | Taxable              |                        | $          | 23,646 |        |        | $          | 23,667 |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                  | Tax exempt           |                        |            | 25     |        |        |            | 18     |       
|                                                        | Interest and dividends on securities                             |                      |                        |            |        |        |        |            |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Taxable                                                          |                      |                        | 4,902      |        |        |        | 5,724      |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                  | Tax exempt           |                        |            | 354    |        |        |            | 329    |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Interest on bank deposits and federal funds sold                 |                      |                        | 23         |        |        |        | 547        |       
|                                                        |                                                                  |                      |                        |            |        |        |        |           
|                                                        |                                                                  |                      | Total interest income  |            |        | 28,950 |        |            |        | 30,285 | 
|                                                        |                                                                  |                      |                        |            |        |        |        |           
|Interest expense:                                       |                                                                  |                      |                        |            |        |        |        |           
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Interest on deposits                                             |                      |                        | 10,161     |        |        |        | 14,244     |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Interest on borrowings                                           |                      |                        | 4,486      |        |        |        | 4,995      |       
|                                                        |                                                                  |                      |                        |            |        |        |        |           
|                                                        |                                                                  |                      | Total interest expense |            |        | 14,647 |        |            |        | 19,239 | 
|                                                        |                                                                  |                      |                        |            |        |        |        |           
|Net interest income                                     |                                                                  |                      | 14,303                 |            |        |        | 11,046 |           
|                                                       
|                                                       
|                                                       
|                                                       
|Provision for loan losses                               |                                                                  |                      | 5,587                  |            |        |        | 465    |           
|                                                        |                                                                  |                      |                        |            |        |        |        |           
|Net interest income after provision for loan
    losses |                                                                  |                      | 8,716                  |            |        |        | 10,581 |           
|                                                       
|                                                       
|                                                       
|                                                       
|Other income:                                           |                                                                  |                      |                        |            |        |        |        |           
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Trust income                                                     |                      |                        | 976        |        |        |        | 592        |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Financial planning income                                        |                      |                        | 272        |        |        |        | 299        |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Customer service fees                                            |                      |                        | 872        |        |        |        | 634        |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Gains on loans originated for sale                               |                      |                        | 784        |        |        |        | 709        |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Security gains/(losses), net                                     |                      |                        |           |        |        |        | 103        |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Derivative instruments and hedging activity
    income/(expense) |                      |                        | 155        |        |        |        | (32        | )     
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Other operating income                                           |                      |                        | 1,081      |        |        |        | 1,080      |       
|                                                        |                                                                  |                      |                        |            |        |        |        |           
|                                                        |                                                                  | Total other income   |                        |            | 4,140  |        |        |            | 3,385  |       
|                                                        |                                                                  |                      |                        |            |        |        |        |           
|Other expenses:                                         |                                                                  |                      |                        |            |        |        |        |           
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Salaries, wages, pension and benefits                            |                      |                        | 6,893      |        |        |        | 4,416      |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Occupancy expense                                                |                      |                        | 592        |        |        |        | 510        |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Furniture and equipment expense                                  |                      |                        | 334        |        |        |        | 291        |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Taxes other than income taxes                                    |                      |                        | 1,243      |        |        |        | 244        |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Intangible amortization expense                                  |                      |                        | 110        |        |        |        | 502        |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Impairment of goodwill                                           |                      |                        | 1,392      |        |        |        |           |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Other operating expense                                          |                      |                        | 3,977      |        |        |        | 2,288      |       
|                                                        |                                                                  |                      |                        |            |        |        |        |           
|                                                        |                                                                  | Total other expenses |                        |            | 14,541 |        |        |            | 8,251  |       
|                                                        |                                                                  |                      |                        |            |        |        |        |           
|Income before income taxes                              |                                                                  |                      | (1,685                 | )          |        |        | 5,715  |           
|                                                       
|                                                       
|                                                       
|                                                       
|Provision for income taxes                              |                                                                  |                      | (433                   | )          |        |        | 1,867  |           
|                                                        |                                                                  |                      |                        |            |        |        |        |           
|                                                        | Net Income/(Loss)                                                |                      | $                      | (1,252     | )      |        | $      | 3,848      |       
|                                                        |                                                                  |                      |                        |            |        |        |        |           
|Earnings per share:                                     |                                                                  |                      |                        |            |        |        |        |           
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Basic                                                            |                      | $                      | (0.09      | )      |        | $      | 0.33       |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Diluted                                                          |                      | $                      | (0.08      | )      |        | $      | 0.33       |       
|                                                        |                                                                  |                      |                        |            |        |        |        |           
|Dividends per share                                     |                                                                  | $                    | 0.13                   |            |        | $      | 0.11   |           
|                                                        |                                                                  |                      |                        |            |        |        |        |           
|Weighted average shares outstanding:                    |                                                                  |                      |                        |            |        |        |        |           
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Basic                                                            |                      |                        | 14,374,756 |        |        |        | 11,645,482 |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Diluted                                                          |                      |                        | 15,319,710 |        |        |        | 11,689,385 |       
|                                                        |                                                                  |                      |                        |            |        |        |        |           

See Notes to the Consolidated Financial Statements

2



---



##### 



Unizan Financial Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                               |                                                                            |                                         |                                    |         |                    |         |        |         |        |         |  
|---------------------------------------------- | -------------------------------------------------------------------------- | --------------------------------------- | ---------------------------------- | ------- | ------------------ | ------- | ------ | ------- | ------ | ------- | -
|                                               |                                                                            |                                         |                                    |         | Three months ended
|                                               |                                                                            |                                         |                                    |         |                   
|(In thousands)                                 |                                                                            | March 31,                              
|                                               |                                                                            |                                        
|                                               |                                                                            |                                         |                                    |         | 2002               |         | 2001  
|                                               |                                                                            |                                         |                                    |         |                    |         |       
|Cash flows from operating activities:         
|                                              
|                                              
|                                              
|                                              
|                                               | Net income/(loss)                                                          |                                         | $                                  | (1,252  | )                  |         | $      | 3,848   |       
|                                              
|                                              
|                                              
|                                              
|                                               | Adjustments to reconcile net income to net cash from operating activities:
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Depreciation and amortization           |                                    |         | 855                |         |        |         | 1,274  |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Provision for loan losses               |                                    |         | 5,587              |         |        |         | 465    |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Net securities gains                    |                                    |         |                   |         |        |         | (103   | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Loans originated for resale             |                                    |         | (22,597            | )       |        |         | 12,896 |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Proceeds from sale of loan originations |                                    |         | 27,150             |         |        |         | (709   | )      
|                                              
|                                              
|                                              
|                                              
|                                               | Changes in:                                                               
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Interest receivable                     |                                    |         | (2,944             | )       |        |         | 361    |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Interest payable                        |                                    |         | (109               | )       |        |         | 684    |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Other assets and liabilities, net       |                                    |         | (6,557             | )       |        |         | (1,230 | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | FHLB stock dividend                     |                                    |         |                   |         |        |         | (384   | )      
|                                               |                                                                            |                                         |                                    |         |                    |         |        |         |       
|                                               |                                                                            |                                         | Net cash from operating activities |         |                    | 133     |        |         |        | 17,102  |  
|                                               |                                                                            |                                         |                                    |         |                    |         |        |         |       
|Cash flows from investing activities:         
|                                              
|                                              
|                                              
|                                              
|                                               | Net change in interest bearing deposits with banks                         |                                         |                                    | (957    | )                  |         |        |        |       
|                                              
|                                              
|                                              
|                                              
|                                               | Net increase in funds sold                                                 |                                         |                                    |        |                    |         |        | (2,885  | )     
|                                              
|                                              
|                                              
|                                              
|                                               | Proceeds from maturities of securities held to maturity                    |                                         |                                    | 5,026   |                    |         |        | 678     |       
|                                              
|                                              
|                                              
|                                              
|                                               | Proceeds from maturities of securities available for sale                  |                                         |                                    | 26,092  |                    |         |        | 11,468  |       
|                                              
|                                              
|                                              
|                                              
|                                               | Purchases of securities held to maturity                                   |                                         |                                    |        |                    |         |        | (4,462  | )     
|                                              
|                                              
|                                              
|                                              
|                                               | Purchases of securities available for sale                                 |                                         |                                    | (23,845 | )                  |         |        |        |       
|                                              
|                                              
|                                              
|                                              
|                                               | Net (increase) in loans made to customers                                  |                                         |                                    | 17,805  |                    |         |        | (14,280 | )     
|                                              
|                                              
|                                              
|                                              
|                                               | Net cash received in merger                                                |                                         |                                    | 46,492  |                    |         |        |        |       
|                                              
|                                              
|                                              
|                                              
|                                               | Net increase in bank owned life insurance                                  |                                         |                                    | (152    | )                  |         |        |        |       
|                                              
|                                              
|                                              
|                                              
|                                               | Purchases of premises and equipment, net                                   |                                         |                                    | (1,103  | )                  |         |        | (491    | )     
|                                               |                                                                            |                                         |                                    |         |                    |         |        |         |       
|                                               |                                                                            |                                         | Net cash from investing activities |         |                    | 69,358  |        |         |        | (9,972  | )
|                                               |                                                                            |                                         |                                    |         |                    |         |        |         |       
|Cash flows from financing activities:         
|                                              
|                                              
|                                              
|                                              
|                                               | Net change in deposits                                                     |                                         |                                    | (45,535 | )                  |         |        | 16,377  |       
|                                              
|                                              
|                                              
|                                              
|                                               | Cash dividends paid, net of shares issued through dividend reinvestment    |                                         |                                    | (2,892  | )                  |         |        | (1,278  | )     
|                                              
|                                              
|                                              
|                                              
|                                               | Purchase of treasury stock, net                                            |                                         |                                    | (39     | )                  |         |        | (340    | )     
|                                              
|                                              
|                                              
|                                              
|                                               | Net change in Federal Home Loan Bank advances and other borrowings         |                                         |                                    | 12,902  |                    |         |        | (25,505 | )     
|                                               |                                                                            |                                         |                                    |         |                    |         |        |         |       
|                                               |                                                                            |                                         | Net cash from financing activities |         |                    | (35,564 | )      |         |        | (10,746 | )
|                                               |                                                                            |                                         |                                    |         |                    |         |        |         |       
|Net change in cash and cash equivalents        |                                                                            |                                         | 33,927                             |         |                    |         | (3,616 | )      
|                                              
|                                              
|                                              
|                                              
|Cash and cash equivalents at beginning of year |                                                                            |                                         | 26,978                             |         |                    |         | 32,511 |        
|                                               |                                                                            |                                         |                                    |         |                    |         |        |         |       
|Cash and cash equivalents at end of period     |                                                                            | $                                       | 60,905                             |         |                    | $       | 28,895 |        
|                                               |                                                                            |                                         |                                    |         |                    |         |        |         |       
|Supplemental cash flow disclosures:           
|                                              
|                                              
|                                              
|                                              
|                                               | Income taxes paid                                                          |                                         | $                                  | 2,400   |                    |         | $      |        |       
|                                              
|                                              
|                                              
|                                              
|                                               | Interest paid                                                              |                                         | $                                  | 14,701  |                    |         | $      | 18,527  |       
|                                              
|                                              
|                                              
|                                              
|                                               | Merger with UNB Corp. through issuance of common stock                     |                                         |                                    | 174,581 |                   

See the Notes to the Consolidated Financial Statements

3



---



##### 



UNIZAN FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 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 generally accepted accounting
principles. 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 this form 10-Q for
additional disclosures, including a summary of the
Companys accounting policies. The results of operations
for the three-month period ended March 31, 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.

2)  NEW ACCOUNTING PRONOUNCEMENTS



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In July 2001, the FASB issued SFAS No. 141, Business
    Combinations and SFAS No. 142, Goodwill and
    Other Intangible Assets. SFAS No. 141 requires that
    all business combinations be accounted for using the purchase
    method. This statement applies to business combinations
    initiated after June 30, 2001. The merger between BancFirst
    Ohio Corp. and UNB Corp. is being accounted for as a purchase.
    SFAS No. 142, which was adopted January 1, 2002,
    addresses the accounting for such assets arising from prior and
    future business combinations. Upon the adoption of this
    Statement, goodwill arising from business combinations will no
    longer be amortized, but rather will be assessed regularly for
    impairment, with any such impairment recognized as a reduction
    to earnings in the period identified. Other identified
    intangible assets, such as core deposit intangible assets, will
    continue to be amortized over their estimated useful lives.
    Goodwill of $1,207 generated from branch purchase transactions
    will continue to be amortized. The remaining goodwill of $92,840
    will not be amortized, but rather will be tested for impairment.
    In the first quarter of 2002, the Company recognized $1,392 in
    expense for the impairment of goodwill from prior acquisitions
    by both BancFirst Ohio Corp. and UNB Corp. March 31, 2001
    net income adjusted to remove the effect of the goodwill
    amortization expense recognized in the first quarter of 2001,
    would have been $4,128, or $0.35 per basic and diluted earnings
    per share.

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. According, UNB Corp.s results of operations
    have been included from the date of the merger. The merger creates a financial
    services holding company with total assets of $2.6 billion, 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

4



---



##### 





| |                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The following table summarizes the fair values of the assets
    acquired and liabilities assumed at the date of the acquisition.
Unizan is in the process of obtaining valuations of certain
intangible assets, thus, the allocation of the purchase price is
subject to refinement.

|                                |                           |                  |         |           | 
|------------------------------- | ------------------------- | ---------------- | ------- | --------- | 
|(Dollars in thousands)          |                           | at March 7, 2002
|                               
|                               
|                               
|                               
|Cash and short-term investments |                           | $                | 46,671  |          
|                               
|                               
|                               
|                               
|Investment securities           |                           |                  | 124,248 |          
|                               
|                               
|                               
|                               
|Loans, net                      |                           |                  | 886,971 |          
|                               
|                               
|                               
|                               
|Goodwill                        |                           |                  | 75,505  |          
|                               
|                               
|                               
|                               
|Core deposit intangible         |                           |                  | 21,493  |          
|                               
|                               
|                               
|                               
|Other assets                    |                           |                  | 47,089  |          
|                                |                           |                  |         |          
|                                | Total assets acquired     |                  |         | 1,201,977 | 
|                               
|                               
|                               
|                               
|Deposits                        |                           |                  | 801,354 |          
|                               
|                               
|                               
|                               
|Other borrowed funds            |                           |                  | 199,566 |          
|                               
|                               
|                               
|                               
|Other liabilities               |                           |                  | 26,476  |          
|                                |                           |                  |         |          
|                                | Total liabilities assumed |                  |         | 1,027,396 | 
|                                |                           |                  |         |          
|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 three months ended March 31, 2002 and
    2001 as if UNB Corp. had been acquired as of the beginning of
    such period:                                                                                                                                       

|                                         |  |      |        |      |  |   |        | 
|---------------------------------------- |  | ---- | ------ | ---- |  | - | ------ | 
|                                        
|(in thousands, expect per share amounts)
|                                        
|                                         |  | 2002 |        | 2001
|                                         |  |      |        |     
|Net interest income                      |  | $    | 22,538 |      |  | $ | 21,117 | 
|                                        
|                                        
|                                        
|                                        
|Net income/(loss)                        |  |      | (9,369 | )    |  |   | 8,124  | 
|                                        
|                                        
|                                        
|                                        
|Basic earnings per share                 |  |      | (.43   | )    |  |   | .37    | 
|                                        
|                                        
|                                        
|                                        
|Diluted earnings per share               |  |      | (.41   | )    |  |   | .37    | 

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          
|                                                  |                                                                | March 31,                   
|                                                  |                                                                |                             
|                                                  |                                                                | 2002                         |        | 2001  
|                                                  |                                                                |                              |        |       
|Actual weighted average common shares Outstanding |                                                                |                              | 14,375 |        |     |   | 11,645 |       
|                                                 
|                                                 
|                                                 
|                                                 
|Dilutive common stock equivalents:                |                                                                |                              |        |        |     |   |        |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                | Stock options                |        |        | 909 |   |        |        | 17 | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                | Bonus shares  Company match |        |        | 36  |   |        |        | 27 | 
|                                                  |                                                                |                              |        |        |     |   |        |       
|Weighted average common shares                    |                                                                |                              |        |        |     |   |        |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Outstanding adjusted for dilutive common Stock
    equivalents |                              |        | 15,320 |     |   |        | 11,689 |   
|                                                  |                                                                |                              |        |        |     |   |        |       
|Net income/(loss)                                 |                                                                | $                            | (1,252 | )      |     | $ | 3,848  |       
|                                                  |                                                                |                              |        |        |     |   |        |       
|Basic earnings per share                          |                                                                | $                            | (0.09  | )      |     | $ | 0.33   |       
|                                                  |                                                                |                              |        |        |     |   |        |       
|Diluted earnings per share                        |                                                                | $                            | (0.08  | )      |     | $ | 0.33   |       
|                                                  |                                                                |                              |        |        |     |   |        |       

5



---



##### 



5)  COMPREHENSIVE INCOME



| |                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Companys comprehensive income, determined in
    accordance with SFAS No. 130, was $(4,788) and $4,258 for the
    three months ended March 31, 2002 and 2001, respectively.

6)  SECURITIES



| |                                                                              
| | -----------------------------------------------------------------------------
| | The amortized cost and estimated fair value of securities are
    as follows:

|                                                 |                                     |                |         |            |  |            |       |            |  |   |        |        |   |   |         |         | 
|------------------------------------------------ | ----------------------------------- | -------------- | ------- | ---------- |  | ---------- | ----- | ---------- |  | - | ------ | ------ | - | - | ------- | ------- | 
|                                                 |                                     |               
|                                                 |                                     | March 31, 2002
|                                                 |                                     |                |         | Gross      |  | Gross      |       |           
|                                                 |                                     | Amortized      |         | Unrealized |  | Unrealized |       | Estimated 
|                                                 |                                     | Cost           |         | Gains      |  | Losses     |       | Fair Value
|                                                 |                                     |                |         |            |  |            |       |           
|Securities available-for-sale:                   |                                     |                |         |            |  |            |       |            |  |   |        |        |   |   |         |        
|                                                
|                                                
|                                                
|                                                
|U.S. Treasury securities                         |                                     | $              | 250     |            |  | $          | 1     |            |  | $ |       |        |   | $ | 251     |        
|                                                
|                                                
|                                                
|                                                
|Securities of other government agencies          |                                     |                | 12,238  |            |  |            | 24    |            |  |   |       |        |   |   | 12,262  |        
|                                                
|                                                
|                                                
|                                                
|Obligations of states and political subdivisions |                                     |                | 31,805  |            |  |            | 98    |            |  |   | (824   | )      |   |   | 31,079  |        
|                                                
|                                                
|                                                
|                                                
|Corporate obligations                            |                                     |                | 61,915  |            |  |            | 217   |            |  |   | (7,908 | )      |   |   | 54,224  |        
|                                                
|                                                
|                                                
|                                                
|Mortgage-backed and related securities           |                                     |                | 280,110 |            |  |            | 2,780 |            |  |   | (816   | )      |   |   | 282,074 |        
|                                                
|                                                
|                                                
|                                                
|Other securities                                 |                                     |                | 49,411  |            |  |            |      |            |  |   | (303   | )      |   |   | 49,108  |        
|                                                 |                                     |                |         |            |  |            |       |            |  |   |        |        |   |   |         |        
|                                                 | Total securities available-for-sale |                | $       | 435,729    |  |            | $     | 3,120      |  |   | $      | (9,851 | ) |   | $       | 428,998 | 
|                                                 |                                     |                |         |            |  |            |       |            |  |   |        |        |   |   |         |        
|Securities held-to-maturity:                     |                                     |                |         |            |  |            |       |            |  |   |        |        |   |   |         |        
|                                                
|                                                
|                                                
|                                                
|Obligations of states and political subdivisions |                                     | $              | 855     |            |  | $          | 20    |            |  | $ |       |        |   | $ | 875     |        
|                                                
|                                                
|                                                
|                                                
|Industrial revenue bonds                         |                                     |                | 146     |            |  |            |      |            |  |   |       |        |   |   | 146     |        
|                                                
|                                                
|                                                
|                                                
|Mortgage-backed securities                       |                                     |                | 7,650   |            |  |            | 138   |            |  |   |       |        |   |   | 7,788   |        
|                                                 |                                     |                |         |            |  |            |       |            |  |   |        |        |   |   |         |        
|                                                 | Total securities held-to-maturity   |                | $       | 8,651      |  |            | $     | 158        |  |   | $      |       |   |   | $       | 8,809   | 
|                                                 |                                     |                |         |            |  |            |       |            |  |   |        |        |   |   |         |        

|                                                 |                                     |                   |         |            |  |            |       |            |  |   |        |        |   |   |         |         | 
|------------------------------------------------ | ----------------------------------- | ----------------- | ------- | ---------- |  | ---------- | ----- | ---------- |  | - | ------ | ------ | - | - | ------- | ------- | 
|                                                 |                                     |                  
|                                                 |                                     | December 31, 2001
|                                                 |                                     |                   |         | Gross      |  | Gross      |       |           
|                                                 |                                     | Amortized         |         | Unrealized |  | Unrealized |       | Estimated 
|                                                 |                                     | 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                                 |                                     |                   | 36,633  |            |  |            | 12    |            |  |   | (124   | )      |   |   | 36,521  |        
|                                                 |                                     |                   |         |            |  |            |       |            |  |   |        |        |   |   |         |        
|                                                 | Total securities available-for-sale |                   | $       | 318,046    |  |            | $     | 4,890      |  |   | $      | (6,181 | ) |   | $       | 316,755 | 
|                                                 |                                     |                   |         |            |  |            |       |            |  |   |        |        |   |   |         |        
|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



---



##### 





| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The amortized cost and estimated fair value of debt securities
    at March 31, 2002, by contractual maturity, are shown
    below. Actual maturities will differ from contractual maturities
    because borrowers may have the right to call or prepay
    obligations with or without call or prepayment penalties.

|                                       |                                     |                |         |            |  |   |         |         | 
|-------------------------------------- | ----------------------------------- | -------------- | ------- | ---------- |  | - | ------- | ------- | 
|                                       |                                     |               
|                                       |                                     | March 31, 2002
|                                       |                                     | Amortized      |         | Estimated 
|                                       |                                     | Cost           |         | Fair Value
|                                       |                                     |                |         |           
|Securities available-for-sale:         |                                     |                |         |            |  |   |         |        
|                                      
|                                      
|                                      
|                                      
|Within one year                        |                                     | $              | 19,167  |            |  | $ | 19,134  |        
|                                      
|                                      
|                                      
|                                      
|After one year through five years      |                                     |                | 9,939   |            |  |   | 9,171   |        
|                                      
|                                      
|                                      
|                                      
|After five years through ten years     |                                     |                | 2,704   |            |  |   | 2,551   |        
|                                      
|                                      
|                                      
|                                      
|After ten years                        |                                     |                | 74,398  |            |  |   | 66,960  |        
|                                       |                                     |                |         |            |  |   |         |        
|                                       | Sub-total                           |                |         | 106,208    |  |   |         | 97,816  | 
|                                      
|                                      
|                                      
|                                      
|Mortgage-backed and related securities |                                     |                | 280,110 |            |  |   | 282,074 |        
|                                      
|                                      
|                                      
|                                      
|Other non-maturity securities          |                                     |                | 49,411  |            |  |   | 49,108  |        
|                                       |                                     |                |         |            |  |   |         |        
|                                       | Sub-total                           |                |         | 329,521    |  |   |         | 331,182 | 
|                                      
|                                      
|                                      
|                                      
|                                       | Total securities available-for-sale |                | $       | 435,729    |  |   | $       | 428,998 | 
|                                       |                                     |                |         |            |  |   |         |        
|Securities held-to-maturity:           |                                     |                |         |            |  |   |         |        
|                                      
|                                      
|                                      
|                                      
|Within one year                        |                                     | $              | 401     |            |  | $ | 404     |        
|                                      
|                                      
|                                      
|                                      
|After one year through five years      |                                     |                | 600     |            |  |   | 617     |        
|                                       |                                     |                |         |            |  |   |         |        
|                                       | Sub-total                           |                |         | 1,001      |  |   |         | 1,021   | 
|                                      
|                                      
|                                      
|                                      
|Mortgage-backed securities             |                                     |                | 7,650   |            |  |   | 7,788   |        
|                                       |                                     |                |         |            |  |   |         |        
|                                       | Total securities held-to-maturity   |                | $       | 8,651      |  |   | $       | 8,809   | 
|                                       |                                     |                |         |            |  |   |         |        

7)  ALLOWANCE FOR POSSIBLE LOAN LOSSES:

An analysis of activity in the allowance for possible loan
losses is as follows:

|                               |                                    |                 |        |        |        |   |        |      |      |  
|------------------------------ | ---------------------------------- | --------------- | ------ | ------ | ------ | - | ------ | ---- | ---- | -
|                               |                                    |                
|                               |                                    | March 31,      
|                               |                                    | 2002            |        | 2001  
|                               |                                    |                 |        |       
|Balance at beginning of period |                                    | $               | 10,610 |        |        | $ | 10,150 |     
|                              
|                              
|                              
|                              
|                               | Acquired allowance for loan losses |                 |        | 12,148 |        |   |        |     |     
|                              
|                              
|                              
|                              
|                               | Provision for loan losses          |                 |        | 5,587  |        |   |        | 465  |     
|                              
|                              
|                              
|                              
|                               | Loans charged off                  |                 |        | (1,835 | )      |   |        | (505 | )   
|                              
|                              
|                              
|                              
|                               | Loan recoveries                    |                 |        | 204    |        |   |        | 59   |     
|                               |                                    |                 |        |        |        |   |        |     
|                               |                                    | Net charge-offs |        |        | (1,631 | ) |        |      | (446 | )
|                               |                                    |                 |        |        |        |   |        |     
|Balance at end of period       |                                    | $               | 26,714 |        |        | $ | 10,169 |     
|                               |                                    |                 |        |        |        |   |        |     

Impaired loans are as follows:

|                                                  |  |           |        | 
|------------------------------------------------- |  | --------- | ------ | 
|                                                  |  | March 31,
|                                                  |  | 2002     
|                                                  |  |          
|Loans with no allowance for loan losses allocated |  | $         | 5,199  | 
|                                                 
|                                                 
|                                                 
|                                                 
|Loans with allowance for loan losses allocated    |  |           | 23,645 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Amount of allowance allocated                     |  |           | 6,063  | 



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | At December 31, 2001, the recorded investment in loans
    considered to be impaired and interest income recognized related
    thereto was not material.

7



---



##### 



8)  PREMISES AND EQUIPMENT:

Premises and equipment are summarized below:

|                                               |  |           |        |              |  |   |        | 
|---------------------------------------------- |  | --------- | ------ | ------------ |  | - | ------ | 
|                                               |  | March 31, |        | December 31,
|                                               |  | 2002      |        | 2001        
|                                               |  |           |        |             
|Land                                           |  | $         | 4,512  |              |  | $ | 2,896  | 
|                                              
|                                              
|                                              
|                                              
|Buildings and improvements                     |  |           | 22,019 |              |  |   | 17,251 | 
|                                              
|                                              
|                                              
|                                              
|Furniture, fixture and equipment               |  |           | 18,276 |              |  |   | 13,586 | 
|                                               |  |           |        |              |  |   |        | 
|                                               |  |           | 44,807 |              |  |   | 33,733 | 
|                                              
|                                              
|                                              
|                                              
|Less accumulated depreciation and amortization |  |           | 16,742 |              |  |   | 15,989 | 
|                                               |  |           |        |              |  |   |        | 
|Premises and equipment, net                    |  | $         | 28,065 |              |  | $ | 17,744 | 
|                                               |  |           |        |              |  |   |        | 



| |                                                                                                              
| | -------------------------------------------------------------------------------------------------------------
| | Total depreciation expense was $614 and $528 for the periods
    ended March 31, 2002 and 2001, respectively.

9)  DEPOSITS:

A summary of deposits is as follows:

|                             |  |           |           |              |  |   |           | 
|---------------------------- |  | --------- | --------- | ------------ |  | - | --------- | 
|                             |  | March 31, |           | December 31,
|                             |  | 2002      |           | 2001        
|                             |  |           |           |             
|Demand, non-interest bearing |  | $         | 185,151   |              |  | $ | 83,521    | 
|                            
|                            
|                            
|                            
|Demand, interest bearing     |  |           | 257,509   |              |  |   | 166,853   | 
|                            
|                            
|                            
|                            
|Savings                      |  |           | 446,106   |              |  |   | 171,430   | 
|                            
|                            
|                            
|                            
|Time, $100 and over          |  |           | 237,088   |              |  |   | 194,364   | 
|                            
|                            
|                            
|                            
|Time, other                  |  |           | 729,908   |              |  |   | 482,669   | 
|                             |  |           |           |              |  |   |           | 
|                             |  | $         | 1,855,762 |              |  | $ | 1,098,837 | 
|                             |  |           |           |              |  |   |           | 



| |                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------
| | Time deposits, other include brokered deposits of $17,737 and
    $7,395 at March 31, 2002 and December 31, 2001,
    respectively.
|
| | At March 31, 2002, stated maturities of time deposits are
    as follows:                                                          

|           |       |   |         |         | 
|---------- | ----- | - | ------- | ------- | 
|          
|          
|          
|          
|2002       |       | $ | 585,993 |        
|          
|          
|          
|          
|2003       |       |   | 226,191 |        
|          
|          
|          
|          
|2004       |       |   | 70,610  |        
|          
|          
|          
|          
|2005       |       |   | 34,100  |        
|          
|          
|          
|          
|2006       |       |   | 33,368  |        
|          
|          
|          
|          
|Thereafter |       |   | 16,734  |        
|           |       |   |         |        
|           | Total |   | $       | 966,996 | 
|           |       |   |         |        

10)  OTHER BORROWINGS:



| |                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Other borrowings consist of Federal Home Loan Bank borrowings,
    Company obligated mandatory redeemable Trust Preferred
    Securities, repurchase agreements, two lines of credit borrowing
    arrangements and a capital lease.
|
| | Pursuant to collateral agreements with the FHLB, advances are
    secured by FHLB stock and qualifying first mortgage loans. At
    March 31, 2002, FHLB advances outstanding were comprised of
    the following:                  

8



---



##### 



|                     |  |               |      |        |  |   |         | 
|-------------------- |  | ------------- | ---- | ------ |  | - | ------- | 
|Maturity             |  | Interest Rate |      | Amount
|                     |  |               |      |       
|Wiithin 1 year       |  |               | 3.97 | %      |  | $ | 75,220  | 
|                    
|                    
|                    
|                    
|1 year thru 2 years  |  |               | 5.89 |        |  |   | 39,350  | 
|                    
|                    
|                    
|                    
|2 years thru 3 years |  |               | 6.14 |        |  |   | 37,219  | 
|                    
|                    
|                    
|                    
|3 years thru 4 years |  |               | 5.16 |        |  |   | 35,950  | 
|                    
|                    
|                    
|                    
|4 years thru 5 years |  |               | 5.31 |        |  |   | 16,579  | 
|                    
|                    
|                    
|                    
|More than 5 years    |  |               | 4.70 |        |  |   | 62,501  | 
|                     |  |               |      |        |  |   |         | 
|Total                |  |               |      |        |  | $ | 266,819 | 
|                     |  |               |      |        |  |   |         | 

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 March 31, 2002 with a required
minimum ratio of collateral to advances of 135%. Also, the
Companys investment in FHLB stock of $31,862 at
March 31, 2002 is pledged as collateral for outstanding
advances. At March 31,2002, the maximum dollar amount of
FHLB advance borrowings available to the Bank was $290,814.

At March 31, 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 $49,931
and $48,761 at March 31, 2002 and December 31, 2001,
respectively. The repurchase agreements have a weighted average
maturity of 6.2 years at March 31, 2002 and
6.5 years at December 31, 2001. Also, such repurchase
agreements at March 31, 2002 are callable at the option of
the counter-party. The securities are held at Salomon Brothers, Inc.

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 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 March 31, 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.

The Company also has maximum borrowing arrangements of
$20 million with a national financial institution
consisting of two lines of credit. The total outstanding balance
at March 31, 2002 was $17 million. Unizan Banc
Financial Services, Inc. (UBFS) arranged a $10 million
line of credit to fund loan growth. The interest on each draw is
variable and is priced off an index plus a spread. The loan
agreement calls for quarterly interest payments and is secured
by a first security agreement on UBFS receivables, the
unconditional guarantee of Unizan Financial Corp., and an
intercreditor agreement with Unizan Bank, National Association.
The Parent Company arranged an unsecured $10 million line
of credit for liquidity purposes and to facilitate additional
investment in subsidiaries. At March 31, 2002, the
outstanding balance was $7 million. The interest rate is
priced off the Federal Funds Rate plus 0.85% per annum and is
paid quarterly.

9



---



##### 





|    |                      
|--- | ---------------------
|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. The summary of
    stock option activity is as follows:

|                        |  |             |         |                |  |                 |       |  |  |   |       |  |  |   |       | 
|----------------------- |  | ----------- | ------- | -------------- |  | --------------- | ----- |  |  | - | ----- |  |  | - | ----- | 
|                        |  |             |         | Weighted       |  |                
|                        |  | Options     |         | Average        |  | Range of Option
|                        |  | Outstanding |         | Exercise Price |  | Price per Share
|                        |  |             |         |                |  |                
|1987 Plan               |  |             |         |                |  |                 |       | 
|                       
|                       
|                       
|                       
|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 |  |             |        |                |  |                 |      |  |  |   |       |  |  |   |       | 
|                        |  |             |         |                |  |                 |       |  |  |   |       |  |  |   |       | 
|March 31, 2002          |  |             | 266,010 |                |  | $               | 8.72  |  |  |   | 6.00  |  |  |   | 15.00 | 
|                        |  |             |         |                |  |                 |       |  |  |   |       |  |  |   |       | 

|                        |  |             |         |                |  |                 |       |  |  |   |       |  |  |   |       | 
|----------------------- |  | ----------- | ------- | -------------- |  | --------------- | ----- |  |  | - | ----- |  |  | - | ----- | 
|                        |  |             |         | Weighted       |  |                
|                        |  | Options     |         | Average        |  | Range of Option
|                        |  | Outstanding |         | Exercise Price |  | Price per Share
|                        |  |             |         |                |  |                
|1997 Plan               |  |             |         |                |  |                 |       | 
|                       
|                       
|                       
|                       
|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         |  |             | 201,998 |                |  |                 | 18.41 |  |  |   | 18.40 |  |  |   | 18.55 | 
|                       
|                       
|                       
|                       
|Less:                   |  |             |         |                |  |                 |       |  |  |   |       |  |  |   |       | 
|                       
|                       
|                       
|                       
|Stock options exercised |  |             | 1,700   |                |  |                 | 12.95 |  |  |   | 12.83 |  |  |   | 13.06 | 
|                        |  |             |         |                |  |                 |       |  |  |   |       |  |  |   |       | 
|March 31, 2002          |  |             | 821,800 |                |  | $               | 15.91 |  |  |   | 12.69 |  |  |   | 20.25 | 
|                        |  |             |         |                |  |                 |       |  |  |   |       |  |  |   |       | 



| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The weighted average remaining option life for outstanding
    options issued under the 1987 Stock Option Plan is
    2.2 years. The weighted average remaining option life for
    outstanding options issued under the 1997 Stock Option Plan is
    8.2 years.
|
| | For options granted during 2002 and 2001, the weighted-average
    fair value at grant date 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

10



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | time of such change in control fully vested and became 100%
    exercisable. All options granted were at a price that equaled or
    exceeded the market value of the Companys common stock at
    the date of grant. No compensation expense was recognized in
    2002 or 2001 related to the Plan. The summary of stock option
    activity is as follows:

|                        |  |             |         |                |  |             |       |                |  |  |         |  |  |   |       | 
|----------------------- |  | ----------- | ------- | -------------- |  | ----------- | ----- | -------------- |  |  | ------- |  |  | - | ----- | 
|                        |  |             |         | Weighted       |  |             |       | Weighted      
|                        |  | Options     |         | Average        |  | Options     |       | Average       
|                        |  | Outstanding |         | Exercise Price |  | 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 |  |             | 17,286  |                |  |             | 17.06 |                |  |  |         |  |  |   |       | 
|                       
|                       
|                       
|                       
|Stock options exercised |  |             | 25,893  |                |  |             | 13.89 |                |  |  |         |  |  |   |       | 
|                        |  |             |         |                |  |             |       |                |  |  |         |  |  |   |       | 
|March 31, 2002          |  |             | 803,877 |                |  | $           | 17.07 |                |  |  | 803,877 |  |  | $ | 17.07 | 
|                        |  |             |         |                |  |             |       |                |  |  |         |  |  |   |       | 

The following table summarizes information about stock options
outstanding at March 31, 2002:

|                     |  |             |         |                  |  |                  |      |  |  |   |       | 
|-------------------- |  | ----------- | ------- | ---------------- |  | ---------------- | ---- |  |  | - | ----- | 
|                     |  |             |         | Average          |  |                 
|                     |  |             |         | Remaining        |  | Average Exercise
|                     |  | Options     |         | Contractual Life |  | Price  Options 
|Exercise Price Range |  | Outstanding |         | (Years)          |  | Outstanding     
|                     |  |             |         |                  |  |                 
|$10.00 to $15.00     |  |             | 231,086 |                  |  |                  | 18.8 |  |  | $ | 12.45 | 
|                    
|                    
|                    
|                    
|$15.01 to $19.00     |  |             | 387,732 |                  |  |                  | 18.9 |  |  |   | 17.76 | 
|                    
|                    
|                    
|                    
|$19.01 to $22.00     |  |             | 109,069 |                  |  |                  | 16.7 |  |  |   | 20.04 | 
|                    
|                    
|                    
|                    
|$22.01 to $25.00     |  |             | 75,990  |                  |  |                  | 16.8 |  |  |   | 23.52 | 
|                     |  |             |         |                  |  |                  |      |  |  |   |       | 
|Total                |  |             | 803,877 |                  |  |                  | 18.3 |  |  | $ | 17.09 | 
|                     |  |             |         |                  |  |                  |      |  |  |   |       | 

11



---



##### 



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 is
being accounted for under the purchase method of accounting for
business combinations. Accordingly, the first quarters
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



---



##### 



Unizan Financial Corp.

Average Balance Sheet and Related Yields

|                                 |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |      |      | 
|-------------------------------- | ------------------------------------------------ | ---------------------------------- | - | --------- | --------- | ------- | ------ | ------- | ------ | ------- | ---- | ------- | ---- |  | - | --------- | --------- | - | ------ | ------ | ------ |  | ---- | ---- | ---- | 
|                                 |                                                  |                                   
|                                 |                                                  | Three Months Ended March 31,      
|                                 |                                                  |                                    |   |          
|                                 |                                                  | 2002                               |   | 2001     
|                                 |                                                  |                                    |   |          
|                                 |                                                  | Average                            |   | Income/   |           |         |        | Average |        | Income/ |      |        
|                                 |                                                  | Balance                            |   | Expense   |           | Rate(1) |        | Balance |        | Expense |      | Rate(1)
|(dollars in thousands)           |                                                  |                                    |   |           |           |         |        |         |        |         |      |        
|Interest earning assets          |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                
|                                
|                                
|                                
|                                 | Interest bearing deposits and federal funds sold |                                    | $ | 8,203     |           |         | $      | 23      |        |         |      | 1.14    | %    |  |   | 38,334    |           |   | $      | 547    |        |  |      | 5.79 | %   
|                                
|                                
|                                
|                                
|                                 | Securities                                       |                                    |   | 358,701   |           |         |        | 5,369   |        |         |      | 6.07    |      |  |   | 330,179   |           |   |        | 6,066  |        |  |      | 7.45 |     
|                                
|                                
|                                
|                                
|                                 | Total loans                                      |                                    |   | 1,260,201 |           |         |        | 23,684  |        |         |      | 7.62    |      |  |   | 1,091,690 |           |   |        | 23,686 |        |  |      | 8.80 |     
|                                 |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                 |                                                  | Total interest earning assets (2)  |   |           | 1,627,105 |         |        |         | 29,076 |         |      |         | 7.25 |  |   |           | 1,460,203 |   |        |        | 30,299 |  |      |      | 8.42 | 
|                                 |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|Nonearning assets:               |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                
|                                
|                                
|                                
|                                 | Cash and due from banks                          |                                    |   | 36,886    |           |         |        |         |        |         |      |         |      |  |   | 26,164    |           |   |        |        |        |  |      |      |     
|                                
|                                
|                                
|                                
|                                 | Other nonearning assets                          |                                    |   | 122,658   |           |         |        |         |        |         |      |         |      |  |   | 85,174    |           |   |        |        |        |  |      |      |     
|                                
|                                
|                                
|                                
|                                 | Allowance for loan losses                        |                                    |   | (14,146   | )         |         |        |         |        |         |      |         |      |  |   | (10,206   | )         |   |        |        |        |  |      |      |     
|                                 |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                 |                                                  | Total assets                       |   | $         | 1,772,503 |         |        |         |        |         |      |         |      |  |   | $         | 1,561,335 |   |        |        |        |  |      |      |      | 
|                                 |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|Interest bearing liabilities:    |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                
|                                
|                                
|                                
|                                 | Demand deposits                                  |                                    | $ | 189,411   |           |         |        | 815     |        |         |      | 1.75    | %    |  | $ | 132,263   |           |   |        | 548    |        |  |      | 1.68 | %   
|                                
|                                
|                                
|                                
|                                 | Savings deposits                                 |                                    |   | 254,048   |           |         |        | 1,038   |        |         |      | 1.66    |      |  |   | 120,789   |           |   |        | 1,373  |        |  |      | 4.61 |     
|                                
|                                
|                                
|                                
|                                 | Time deposits                                    |                                    |   | 743,407   |           |         |        | 8,308   |        |         |      | 4.53    |      |  |   | 798,555   |           |   |        | 12,323 |        |  |      | 6.26 |     
|                                
|                                
|                                
|                                
|                                 | Other borrowings                                 |                                    |   | 294,302   |           |         |        | 4,486   |        |         |      | 6.18    |      |  |   | 313,709   |           |   |        | 4,995  |        |  |      | 6.46 |     
|                                 |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                 |                                                  | Total interest bearing liabilities |   |           | 1,481,168 |         |        |         | 14,647 |         |      |         | 4.01 |  |   |           | 1,365,316 |   |        |        | 19,239 |  |      |      | 5.71 | 
|                                 |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|Noninterest bearing liabilities: |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                
|                                
|                                
|                                
|                                 | Demand deposits                                  |                                    |   | 102,717   |           |         |        |         |        |         |      |         |      |  |   | 72,112    |           |   |        |        |        |  |      |      |     
|                                
|                                
|                                
|                                
|                                 | Other liabilities                                |                                    |   | 22,064    |           |         |        |         |        |         |      |         |      |  |   | 14,340    |           |   |        |        |        |  |      |      |     
|                                
|                                
|                                
|                                
|                                 | Shareholders equity                             |                                    |   | 166,554   |           |         |        |         |        |         |      |         |      |  |   | 109,567   |           |   |        |        |        |  |      |      |     
|                                 |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                 | Total liabilities and equity                     |                                    | $ | 1,772,503 |           |         |        |         |        |         |      |         |      |  | $ | 1,561,335 |           |   |        |        |        |  |      |      |     
|                                 |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|Net interest income (FTE)        |                                                  |                                    |   |           |           | $       | 14,429 |         |        |         |      |         |      |  |   |           |           | $ | 11,060 |        |        |  |      |     
|                                 |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|Net interest margin (3)          |                                                  |                                    |   |           |           |         |        |         |        |         | 3.60 | %       |      |  |   |           |           |   |        |        |        |  | 3.07 | %   
|                                 |                                                  |                                    |   |           |           |         |        |         |        |         |      |         |      |  |   |           |           |   |        |        |        |  |      |     



|    |                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------
|(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



---



##### 



Comparison of Operating Results For The Three Months Ended
March 31, 2002 and 2001


Net Income.The net loss for the first quarter was
$1,252, or $.08 per diluted share. This compares with net income
of $3,848, or $.33 per diluted share for the first quarter of
2001. First quarter 2002 results were significantly impacted by
$4,200 of one time merger related expenses and goodwill impairment and
a provision for loan loss expense of $5,587. The results of the
quarter 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 for the quarter include the operations of
BancFirst for the entire quarter and only the operating results
of UNB from March 8, 2002 through March 31, 2002.
Management expects all income and expense categories to increase
in future quarters as the operating results fully reflect
operations of the newly formed company. Net interest income
increased 29.5% for the three months ended March 31, 2002
as compared to the same period in 2001, while non-interest
income increased 22.3%. Non-interest expense, excluding one time
merger related expenses and restructuring charges totaled
$10,076 an increase of 22.1% from the same period a year ago.
The net interest margin increased to 3.60% for the first quarter
of 2002, compared to 3.07% 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. The
Companys return on average assets and return on average
equity were (0.29)% and (3.05)%, respectively, in the first
quarter of 2002, compared to 1.00% and 14.24%, respectively, in
the first quarter of 2001.

Interest Income.Total interest income decreased 4.4% to
$28,950 for the three months ended March 31, 2002, compared
to $30,285 for the first quarter of 2001. This decrease was
attributed to a 117 basis point decrease in the average yield on
interest-earning assets. The Companys yield on average
loans was 7.62% for the three months ended March 31, 2002
and 8.80% for the comparable year ago period. Yields on the
securities portfolio decreased from 7.45% during the first
quarter of 2001 to 6.07% during the first quarter of 2002. The
decrease in the yields on loans and securities resulted
primarily from lower market rates throughout 2001.

Interest Expense.Total interest expense decreased 23.9%
to $14,647 for the three months ended March 31, 2002,
compared to $19,239 for the three months ended March 31,
2001. Interest expense decreased due to a 171 basis point
decrease in the Companys cost of funds. The Companys
cost of funds decreased to 4.01% in the three months ended
March 31, 2002 compared to 5.72% in the same period of
2001. The decrease in cost of funds was primarily from decreased
market rates combined with the maturity of higher costing
certificates of deposit that are being renewed at lower current
rates.

Provision for Possible Loan Losses.The provision for
possible loan losses was $5,587 for the three months ended
March 31, 2002, compared to $465 in the first 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. 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 is managements intent 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 possible
loan losses was considered sufficient by management for
maintaining an adequate allowance for possible loan losses.

Non-Interest Income.Total non-interest income increased
$755 for the three months ended March 31, 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
|                                                                 |       | March 31,         
|                                                                 |       | (In thousands)    
|                                                                 |       |                   
|                                                                 |       | 2002               |       | 2001 
|                                                                 |       |                    |       |      
|Trust and custodian fees                                         |       | $                  | 976   |       |  | $ | 592   |      
|                                                                
|                                                                
|                                                                
|                                                                
|Customer service fees                                            |       |                    | 872   |       |  |   | 634   |      
|                                                                
|                                                                
|                                                                
|                                                                
|Financial planning fees                                          |       |                    | 272   |       |  |   | 299   |      
|                                                                
|                                                                
|                                                                
|                                                                
|Gains on sales of loans                                          |       |                    | 784   |       |  |   | 709   |      
|                                                                
|                                                                
|                                                                
|                                                                
|Securities gains, net                                            |       |                    |      |       |  |   | 103   |      
|                                                                
|                                                                
|                                                                
|                                                                
|Derivative instruments and hedging activity
    income/(expense) |       |                    | 155   |       |  |   | (32   | )    
|                                                                
|                                                                
|                                                                
|                                                                
|Other                                                            |       |                    | 1,081 |       |  |   | 1,080 |      
|                                                                 |       |                    |       |       |  |   |       |      
|                                                                 | Total |                    | $     | 4,140 |  |   | $     | 3,385 | 
|                                                                 |       |                    |       |       |  |   |       |      

14



---



##### 



Trust and custodian fees increased $384, or 64.9%, to $976 in
the first quarter of 2002 from $592 in the first quarter of 2001
while financial planning fees decreased 9.0% to $272 in the
first quarter of 2002 from $299 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. The decrease in
financial planning fees was primarily due to market conditions
that have adversely affected sales of retail investment products.

Customer service fees, representing service charges on deposits
and fees for other banking services, increased $238 to $872 in
the first quarter of 2002 from $634 in the first quarter of
2001. The increase was attributed to the merger with UNB Corp.

Gains on sales of loans totaled $784 for the three months ended
March 31, 2002 compared to $709 for the three months ended
March 31, 2001. During the first quarter of 2002, the
Company sold $5.5 million of the guaranteed portion of its
SBA and other government guarantee loan originations in the
secondary market compared to $6.2 million during the first
quarter of 2001, realizing gains of $498 in 2002 and $600 in
2001. Also, the Company recorded gains of $286 from the sales of
residential loans during the first quarter of 2002 compared to
$109 in 2001. Residential loan sale activity increased in the
first quarter of 2002 compared to the year ago period as a
result of lower market rates.

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

Securities gains of $103 were realized during the first quarter
of 2001 as a result of improved market conditions.

Other income remained relatively flat at $1,081 for the first
quarter of 2002. Within other operating income, income from bank
owned life insurance and supplemental executive retirement plan
increase by $96 and merchant fee income increased by $96. These
increases were attributed to the merger with UNB Corp. These
increases were partially offset by a decrease of $151 in SBA net
servicing income, primarily due to an increase in the
amortization of servicing assets caused by higher prepayment
levels, and a decrease of $54 in SBA application and
underwriting fees.

Non-Interest Expense.Total non-interest expense
increased $6,290 to $14,541 in the three months ended
March 31, 2002, compared to $8,251 in the three months
ended March 31, 2001. Excluding one time merger related
expenses and restructuring charges of $4,466, non-interest
expense increased $1,824 to $10,075 for the first quarter of
2002. The following table sets forth the Companys
non-interest expense for the periods indicated:

|                                               |       |                    |       |        |  |   |       |       | 
|---------------------------------------------- | ----- | ------------------ | ----- | ------ |  | - | ----- | ----- | 
|                                               |       |                   
|                                               |       | Three Months Ended
|                                               |       | March 31,         
|                                               |       |                   
|                                               |       | 2002               |       | 2001  
|                                               |       |                    |       |       
|Salaries and employee benefits                 |       | $                  | 6,893 |        |  | $ | 4,416 |      
|                                              
|                                              
|                                              
|                                              
|Net occupancy expense                          |       |                    | 592   |        |  |   | 510   |      
|                                              
|                                              
|                                              
|                                              
|Furniture, fixtures and equipment              |       |                    | 334   |        |  |   | 291   |      
|                                              
|                                              
|                                              
|                                              
|Taxes other than income taxes                  |       |                    | 1,243 |        |  |   | 244   |      
|                                              
|                                              
|                                              
|                                              
|Federal deposit insurance                      |       |                    | 62    |        |  |   | 54    |      
|                                              
|                                              
|                                              
|                                              
|Amortization of goodwill and other intangibles |       |                    | 110   |        |  |   | 502   |      
|                                              
|                                              
|                                              
|                                              
|Impairment of goodwill                         |       |                    | 1,392 |        |  |   |      |      
|                                              
|                                              
|                                              
|                                              
|Other                                          |       |                    | 3,915 |        |  |   | 2,234 |      
|                                               |       |                    |       |        |  |   |       |      
|                                               | Total |                    | $     | 14,541 |  |   | $     | 8,251 | 
|                                               |       |                    |       |        |  |   |       |      

Salaries and employee benefits increased to $6,893 and
represented approximately 52.9% of total operating expenses
(non-interest expense less amortization of intangibles) in the
three months ended March 31, 2002 compared to 57.0% in the
first quarter 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 $592 in the first quarter of
2002 from $510 in the first quarter of 2001 primarily due to
additional expenses attributed to UNB Corp.

Furniture, fixtures and equipment expense increased $43, for the
first quarter of 2002. The increase was primarily

15



---



##### 



due to depreciation expense attributed to fixed assets added by
the merger with UNB Corp.

Taxes other than income taxes for the quarter ended
March 31, 2002 increased by $999 to $1,243 from $244 in the
first quarter 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 the Bank
charter.

Federal deposit insurance expense increased $8 to $62 in 2002
from $54 in the first quarter of 2001.

Amortization of goodwill and other intangible assets decreased
$392 in the first quarter of 2002 compared to the year ago
period primarily as a result of SFAS No. 142, which was
adopted January 1, 2002. Also, as part of SFAS No. 142, an
expense of $1,392 was recognized for the impairment of goodwill
related to the write down of $1,392 associated with prior
acquisitions.

Other non-interest expenses increased $1,681, to $3,915 during
the first quarter of 2002 compared to $2,234 in the first
quarter of 2001. Of this increase, $955 was related to a write
down of other real estate owned that was acquired through loan
foreclosures and $170 of merger related expenses due to the
write down of fixed assets and other miscellaneous expenses. The
remaining increase is attributed to the merger with UNB Corp.

Provision for Income Taxes.There was a Federal income
tax benefit of $433 for the three months ended March 31,
2002. This compares to a provision for Federal income taxes of
$1,867, or 32.7% of pretax income, for the three months ended
March 31, 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 and non-taxable loans, the non-deductibility, for
tax purposes, of goodwill and core deposit intangible
amortization expense, and earnings on bank- owned life insurance.

Asset Quality

Non-performing Assets.To maintain the level of credit
risk of the loan portfolio 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 possible 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 $3,934 of such property at
March 31, 2002 compared to $910 at March 31, 2001.

Non-performing loans totaled $13,652, or 0.72% of total loans,
at March 31, 2002, compared to $11,190, or 1.03% of total loans,
at March 31, 2001. Non-performing assets totaled $17,586,
or 0.86% of loans and other assets owned at March 31, 2002,
compared to $12,100, or 1.29%, at March 31, 2001. 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:

16



---



##### 



|                                                               |  |                        |        |           |  |   |        |  
|-------------------------------------------------------------- |  | ---------------------- | ------ | --------- |  | - | ------ | -
|                                                               |  | March 31,              |        | March 31,
|                                                               |  | 2002                   |        | 2001     
|                                                               |  |                        |        |          
|                                                               |  |                       
|                                                               |  | (Dollars in thousands)
|                                                              
|                                                              
|                                                              
|                                                              
|Non-accrual                                                    |  | $                      | 10,025 |           |  | $ | 5,859  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Accruing loans 90 days or more past due                        |  |                        | 3,627  |           |  |   | 5,331  |  
|                                                               |  |                        |        |           |  |   |        |  
|Total non-performing loans                                     |  |                        | 13,652 |           |  |   | 11,190 |  
|                                                              
|                                                              
|                                                              
|                                                              
|Other assets owned                                             |  |                        | 3,934  |           |  |   | 910    |  
|                                                               |  |                        |        |           |  |   |        |  
|Total non-performing assets                                    |  | $                      | 17,586 |           |  | $ | 12,100 |  
|                                                               |  |                        |        |           |  |   |        |  
|Restructured loans                                             |  | $                      | 2,785  |           |  | $ | 2,898  |  
|                                                               |  |                        |        |           |  |   |        |  
|Non-performing loans to total loans                            |  |                        | 0.72   | %         |  |   | 1.03   | %
|                                                              
|                                                              
|                                                              
|                                                              
|Non-performing assets to total assets                          |  |                        | 0.67   | %         |  |   | 0.78   | %
|                                                              
|                                                              
|                                                              
|                                                              
|Non-performing loans plus restructured loan to
    total loans |  |                        | 0.86   | %         |  |   | 1.29   | %

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.

Allowance for Loan Losses.The Company records a
provision necessary to maintain the allowance for possible loan
losses at a level sufficient to provide for probable future
credit losses. The provision is charged against earnings when it
is established. An allowance for possible 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 $26.7 million at
March 31, 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 three months ended
March 31, 2002 were $1,631, compared to net charge-offs of
$446 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, which reflects
managements philosophy to reduce
non-performing loans and assets.

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

The allowance for possible loan losses as a percentage of
non-performing loans (coverage ratio) was 195.7% at
March 31, 2002, compared to 90.9% at March 31, 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 March 31, 2002 and December 31, 2001
Financial Condition

Total assets were $2.62 billion at March 31, 2002, an
increase of $1.15 billion from December 31, 2001.

Total securities increased by $111.5 million to
$437.6 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
March 31, 2002, 98.0% 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 2.0%. This compares to 97.1% and 2.9% classified as
available-for-sale and held to maturity, respectively, at
December 31, 2001.

Total loans increased $879.7 million to $1.91 billion
at March 31, 2002. This increase was primarily due to the
merger with UNB Corp.

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Total deposits increased to $1.86 billion at March 31,
2002 from $1.10 billion at December 31, 2001. The
increase was due to the merger with UNB Corp. 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 90.0% of total deposits at March 31,
2002, compared to 92.4% at December 31, 2001.

Short-term borrowings, including federal funds purchased,
increased $101.3 million to $102.3 million at
March 31, 2002, compared to $1.0 million at
December 31, 2001. This increase was primarily due to the
merger with UNB Corp. from sweep repurchase agreements and short
term funding needs. Other borrowings increased
$109.5 million to $329.0 million at March 31,
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 the
$7.0 million term loan.

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. The
securities portfolio serves as an additional source of liquidity
for the Company. Securities with a market value of $428,998 were
classified as available-for-sale as of March 31, 2002,
representing 98.6% 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.

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 March 31, 2002 was $283,048,
compared to shareholders equity at December 31, 2001
of $116,506, an increase of $166,542. The merger with UNB Corp.
contributed $174,581 to shareholders equity. This increase
was partially offset by the net loss of $1,252, cash dividends
paid of $2,892, and an increase of $3,536 on the unrealized
losses on available for sale securities. The Companys
Board of Directors has approved a stock repurchase program
authorizing management to repurchase up 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 March 31, 2002, the Company had a total
risk-based capital

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ratio of 10.76%, of which 9.52% consisted of Tier 1 capital. The
leverage ratio for the Company at March 31, 2002, was 11.50%.

Cash dividends declared and paid to shareholders of the Company
totaled $2.9 million, or $0.13 per share, during the first
three months of 2002. This compares to dividends of
$1.3 million, or $0.11 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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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).
|
| |  | (c) |  | Reports on Form 8-K                                                                                                                                         
|
| |  |     |  | Report on Form 8-K dated March 7, 2002
    regarding the merger of BancFirst Ohio with UNB Corp.                                                            
|
| |  |     |  | Exhibit (11)  Computation of
    earnings per share.                                                                                                       
|
| |  |     |  | Exhibit (20)  BancFirst Ohio
    Corp.s December 31, 2001 audited financial statements.                                                                   

20



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

|     |  |              |  |                                             
|---- |  | ------------ |  | --------------------------------------------
|     |  |              |  | Unizan Financial Corp.                      
|     |  |              |  | (Registrant)                                
|    
|Date |  | May 14, 2002 |  | (Signed) /s/ Roger L. Mann                  
|     |  |              |  |                                             
|     |  |              |  | Roger L. Mann                               
|     |  |              |  | President and                               
|     |  |              |  | Chief Executive Officer                     
|    
|Date |  | May 14, 2002 |  | (Signed) /s/ James J. Pennetti              
|     |  |              |  |                                             
|     |  |              |  | James J. Pennetti                           
|     |  |              |  | Executive Vice President and                
|     |  |              |  | Chief Financial Officer                     
|     |  |              |  | (Principal Financial and Accounting Officer)

21