<PAGE>   1


                       MAHONING NATIONAL BANCORP, INC.
                                  FORM 10-K



                                EXHIBIT 99(b)



Registrant's Notice of Annual Meeting and Proxy Statement dated March 18, 1997.





                                Page 67 of 81
<PAGE>   2


===============================================================================

                         MAHONING NATIONAL BANCORP, INC.



                            NOTICE OF ANNUAL MEETING


                                       AND


                                 PROXY STATEMENT














                           ANNUAL SHAREHOLDERS MEETING

                                 MARCH 18, 1997


===============================================================================




                                Page 68 of 81
<PAGE>   3


                         MAHONING NATIONAL BANCORP, INC.
                                23 Federal Plaza
                                  P.O. Box 479
                              Youngstown, OH 44501

                           NOTICE OF ANNUAL MEETING OF
                             SHAREHOLDERS TO BE HELD
                                 March 18, 1997

TO THE HOLDERS OF SHARES OF COMMON STOCK:

         Notice is hereby given that the Annual Meeting of the Shareholders of
Mahoning National Bancorp, Inc. (the "Corporation") will be held at The Mahoning
National Bank, 23 Federal Plaza, Youngstown, Ohio 44501 on Tuesday, March 18,
1997, at 11:00 a.m. (local time), for the purpose of considering and voting upon
the following matters:

1.       The election of three (3) Directors to be elected to Class II of the
         Corporation's staggered Board of Directors to serve a two-year term or
         until their successors shall have been elected and qualified.

2.       TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
         OR ANY ADJOURNMENT THEREOF. THE BOARD OF DIRECTORS AT PRESENT KNOWS OF
         NO OTHER BUSINESS TO BE PRESENTED BY OR ON BEHALF OF THE CORPORATION.

         Shareholders of record at the close of business on January 31, 1997 are
the only shareholders entitled to notice of and to vote at the Annual
Shareholders Meeting.

                                       By order of the Board of Directors


                                       Gregory L. Ridler, Chairman of the Board,
                                       President and Chief Executive Officer

February 14, 1997

                                    IMPORTANT

         WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE MARK, SIGN,
DATE, AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED.




                                Page 69 of 81
<PAGE>   4

                         MAHONING NATIONAL BANCORP, INC.
                                YOUNGSTOWN, OHIO

                                 PROXY STATEMENT

                               GENERAL INFORMATION

         This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Mahoning National Bancorp, Inc. (the "Corporation")
of proxies to be voted at the Annual Meeting of shareholders to be held on
Tuesday, March 18, 1997, in accordance with the foregoing notice.

         The Corporation is a one-bank holding company of which The Mahoning
National Bank of Youngstown (hereinafter "Mahoning National Bank") is a wholly
owned subsidiary.

         The solicitation of proxies on the enclosed form is made on behalf of
the Board of Directors of the Corporation. All cost associated with the
solicitation will be borne by the Corporation. The Corporation does not intend
to solicit proxies other than by use of the mails, but certain officers and
regular employees of the Corporation or its subsidiaries, without additional
compensation, may use their personal efforts, by telephone or otherwise, to
obtain proxies. The proxy materials are first being mailed to shareholders on
February 14, 1997.

         Any shareholder executing a proxy has the right to revoke it by the
execution of a subsequently dated proxy, by written notice delivered to the
Secretary of the Corporation prior to the exercise of the proxy or in person by
voting at the meeting. The shares will be voted in accordance with the direction
of the shareholder as specified on the proxy. In the absence of instructions,
the proxy will be voted "FOR" the election of the three (3) persons listed in
this Proxy Statement.

                                VOTING SECURITIES

         Only shareholders of record at the close of business on January 31,
1997, will be eligible to vote at the Annual Meeting or any adjournment thereof.
As of January 31, 1997, the Corporation had outstanding 6,300,000 shares of
Common Stock, no par value. Shareholders are entitled to one (1) vote for each
share of common stock owned as of the record date, and shall have the right to
cumulate votes in the election of directors, in accordance with Ohio law.
Cumulative voting permits a shareholder to multiply the number of shares held by
the number of directors to be elected, and cast those votes for one candidate or
spread those votes among several candidates as he or she deems appropriate.

         As of January 31, 1997, Mahoning National Bank held 1,019,836 shares of
the Corporation's outstanding shares in their Trust Department in regular or
nominee accounts. This total represents 16.19 percent of the outstanding shares,
which will be voted in accordance with the instructions contained in the various
trust agreements pursuant to which such shares are held and may, therefore, in
certain circumstances in which discretionary voting is granted to the trustee,
be voted at the direction of The Mahoning National Bank as Trustee.


                                      1


                                Page 70 of 81
<PAGE>   5

         All directors and Named Executive Officers as a group (comprised of
nine individuals), beneficially held 294,299 shares of the Corporation's common
stock as of January 31, 1997, representing 4.671 percent of the outstanding
common stock of the Corporation.

                                   PROPOSAL #1
                      ELECTION OF DIRECTORS AND INFORMATION
                     WITH RESPECT TO DIRECTORS AND OFFICERS

CLASSIFICATION SYSTEM FOR THE ELECTION OF DIRECTORS

         The Corporation has a classified system for the election of directors.
Directors are divided into classes as nearly equal in number as possible but
with no fewer than three directors per class. The Corporation has six directors
and, therefore, the directors have been divided into two classes comprised of
three directors.  Directors are elected to serve a two-year term.

INFORMATION WITH RESPECT TO NOMINEES

         The following information is provided with respect to each nominee for
director and each present continuing director whose term of office extends
beyond the Annual Meeting of the Corporation's Shareholders. Those nominees
receiving the greatest number of votes will be elected as Directors. There is no
minimum number of votes required to elect a Director.
<TABLE>

                                           CLASS II
<CAPTION>

                                                     Director of
                                                      Mahoning          Director of
                           Principal Occupation     National Bank       Corporation
      Name and Age             Past 5 Years             Since              Since
------------------------------------------------------------------------------------

<S>                       <C>                          <C>                <C> 
Charles J. McCrudden,     President, McCrudden          1986               1995
Jr. (61)                  Heating and Air
                          Conditioning Supplies

Gregory L. Ridler (50)    Chairman of the               1988               1992
                          Board, President &
                          Chief Executive
                          Officer, Mahoning
                          National Bancorp,
                          Inc. and President &
                          Chief Executive
                          Officer, The Mahoning
                          National Bank of
                          Youngstown

Daniel B. Roth (67)       President, Roth,              1972               1995
                          Blair, Roberts
                          Strasfeld & Lodge,
                          L.P.A.
                          Vice Chairman,
                          Torent, Inc. and Vice
                          Chairman, McDonald
                          Steel Corp.
</TABLE>

                                       2



                                Page 71 of 81
<PAGE>   6

         The following Directors shall continue to serve as Directors until
their respective terms expire and are not standing for reelection at this Annual
Meeting of Shareholders:

INFORMATION WITH RESPECT TO DIRECTORS NOT STANDING FOR REELECTION
<TABLE>
<CAPTION>

                                     CLASS I
                 (CONTINUING DIRECTORS WITH TERM TO EXPIRE 1998)

                                                     Director of
                                                      Mahoning          Director of
                           Principal Occupation     National Bank       Corporation
      Name and Age             Past 5 Years             Since              Since
------------------------------------------------------------------------------------

<S>                       <C>                         <C>               <C> 
Dominic A. Bitonte (72)   Retired Doctor of            *1976               1992
                          Dental Surgery
                          Private Investments

Frank A. Kramer (65)      President, Brenner            1981               1994
                          Industrial Sales and
                          Supply

Warren P. Williamson,     Chairman, Sygnet              1972               1992
III (66)                  Wireless, Inc.;
                          Chairman, WKBN
                          Broadcasting Corp.
* Served as a Director of Mahoning National Bank until July 31, 1996; Director
Emeritus thereafter.
</TABLE>

         The business experience of each of the above-listed nominees and
directors during the past five years was that typical to a person engaged in the
principal occupation listed. Unless otherwise indicated, each of the nominees
and directors has had the same position or another executive position with the
same employer during the past five years.

         Shareholders desiring to nominate individuals to serve as directors may
do so by following the procedure outlined in the Corporation's Code of
Regulations requiring advance notice to the Corporation of such nomination and
certain information regarding the proposed nominee.

                                       3



                                Page 72 of 81
<PAGE>   7



SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

         The following table sets forth information regarding beneficial
ownership as of January 31, 1997, of the Corporation's common shares of each
director, each Named Executive Officer and all directors and Named Executive
Officers as a group.
<TABLE>
<CAPTION>
                                           Aggregate Number of Shares                Percent of Outstanding
                                           --------------------------                ----------------------
       Name                                    Beneficially Owned*                             Shares
       ----                                    -------------------                             -------  
<S>                                                     <C>                                    <C>  
Dominic A. Bitonte                                      169,396                                2.689
Frank Hierro                                              2,187                                 .035
Frank A. Kramer                                          36,836                                 .585
Charles J. McCrudden, Jr.                                 9,718                                 .154
Parker T. McHenry                                         1,074                                 .017
Gregory L. Ridler                                        22,400                                 .356
Daniel B. Roth                                           10,792                                 .171
Patrick A. Sebastiano                                     3,450                                 .055
Warren P. Williamson, III                                38,446                                 .610
  All Directors and Named 
Executive Officers as a Group 
  (includes nine persons)                               294,299                                4.671
              
</TABLE>

*Beneficial Ownership includes those shares over which an individual has sole or
shared voting, or investment power, such as beneficial interests of such
person's spouse, minor children and other relatives living in the home of the
named person, trusts, estates and certain affiliated companies.

COMMITTEES AND COMPENSATION OF THE BOARD OF DIRECTORS

         The Corporation maintains no standing committees. The Corporation's
nominating function is performed by the Board of Directors acting as a committee
of the whole. In conducting its nominating function, the Board of Directors of
the Corporation is responsible for making annual nominations for directors to
fill vacancies created by expired terms of directors and, from time to time,
making appointments to fill vacancies created prior to the expiration of a
director's term. During 1996, the Board met once to consider and act upon the
nomination of directors.

         The Board of Directors of The Mahoning National Bank maintains an
Examining Committee which performs the functions of an Audit Committee. (The
Corporation has no significant operating assets other than its interest in The
Mahoning National Bank.) Warren P. Williamson, III and Frank A. Kramer are
directors of the Corporation and members of The Mahoning National Bank Board of
Directors and the Examining Committee. In addition, Messrs. David A. Bitonte,
Lee Burdman, Howard W. Cailor, Jr., Howard C. Hargate, Sr., and Philip N.
Winklestern, each of whom is a director of The Mahoning National Bank Board of
Directors, are also members of the Examining Committee. In connection with its
function as an Audit Committee, The Mahoning National Bank Examining Committee
reviews and approves the internal audit program of The Mahoning National Bank
and reviews the results of the independent accountant's audit report of the
Corporation and its subsidiary, The Mahoning National Bank. In serving this
function during 1996, the Examining Committee met four times.


                                       4


                                Page 73 of 81
<PAGE>   8

         The Mahoning National Bank Executive Committee performs the function of
a Compensation Committee. For a complete description of its functions and
members, see "Report of the Executive Committee of The Mahoning National Bank on
Compensation" in this Proxy Statement.

         The Board of Directors of the Corporation meets quarterly for its
regular meetings and upon call for special meetings. During 1996, the Board met
four times consisting of four regular meetings. In addition to attendance at
meetings of the Board of Directors of the Corporation, Messrs. Dominic A.
Bitonte, Frank A. Kramer, Charles J. McCrudden, Jr., Gregory L. Ridler, Daniel
B. Roth, and Warren P. Williamson, III were also members of The Mahoning
National Bank Board of Directors. The Mahoning National Bank Board of Directors
had 13 members and met 12 times during 1996 with 12 regular and no special
meetings. Each of the directors of the Corporation who also are directors of The
Mahoning National Bank Board of Directors attended at least 75 percent of all
board meetings and committee meetings they were scheduled to attend.

         Directors of the Corporation, other than those persons who serve as
officers of The Mahoning National Bank, receive for their service a quarterly
retainer of $500 and a fee of $300 for each meeting attended.













                      [THIS SPACE LEFT INTENTIONALLY BLANK]



                                      5


                                Page 74 of 81
<PAGE>   9



                  EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

         The following table provides certain summary information concerning
compensation paid or accrued by the Corporation and/or its subsidiaries, to or
on behalf of the Corporation's Chief Executive Officer and each of the other
three most highly compensated officers earning $100,000 or more annually, (the
"Named Executive Officers"):
<TABLE>
<CAPTION>

                                                SUMMARY COMPENSATION TABLE
                                                --------------------------

                                                      ANNUAL COMPENSATION                       All Other
                                            ------------------------------------------------    ---------
Name and Principal Position                 Year              Salary ($)           Bonus ($) Compensation (3)($)
-------------------------------------------------------------------------------------------- -------------------
<S>                                         <C>               <C>                 <C>         <C>   
GREGORY L. RIDLER, President                1996                210,000            73,487(1)           281
and Chief Executive Officer                 1995                195,000            68,248(1)           532
The Mahoning National Bank                  1994                176,000            35,198(1)             0

PARKER T. MCHENRY, Executive Vice           1996                114,000            34,200(2)             0
President, The Mahoning National Bank       1995                107,000            32,100(2)             0
                                            1994                100,000            20,000(2)         1,833

PATRICK A. SEBASTIANO,  Senior              1996                 82,000            24,578(1)             0
Vice President & Senior Trust Officer
The Mahoning National Bank

FRANK HIERRO,  Senior Vice President        1996                 82,000            24,168(1)             0
Loans, The Mahoning National Bank


(1)  Represents awards under the Corporation's Executive Phantom Stock Bonus
     Plan and cash bonuses. For 1996 the amounts disclosed include $73,487, for
     Mr. Ridler and $16,378 for Messers. Hierro and Sebastiano awarded under
     Executive Stock Bonus Plan, (See "Executive Deferred Cash and Executive
     Phantom Stock Bonus Plans"), and $7,790 and $8,200 in cash bonuses awarded
     to Messers. Hierro and Sebastiano. All awards under the Executive Phantom
     Stock Bonus Plan are subject to vesting except for acceleration in the
     event of death, permanent disability or a change of control of the
     Corporation. Vested awards are paid upon termination of employment or
     retirement over a period of 15 years.

(2)  Represents amount awarded to Mr. McHenry under the terms of the
     Corporation's Executive Deferred Cash Bonus Plan adopted November 15, 1993.
     The amount awarded annually is determined by return on stockholder equity
     performance requirements as set forth in the Deferred Cash Bonus Plan. For
     the year 1996, Mr. McHenry received $34,200 (representing 30% of his 1996
     base compensation). See "Executive Deferred Cash and Executive Phantom
     Stock Bonus Plans." All deferred awards vest at the rate of 20% per year
     beginning in 1993 until fully vested in 1997. However, all money credited
     to the participant's account is fully vested in the event of death,
     permanent disability or a change of control of the Corporation. The vested
     award is paid upon termination of employment or retirement over a period of
     15 years.

(3)   The amount for Mr. Ridler represents the premium attributable to his
      portion of a Split Dollar Life Insurance policy. The amounts for Mr.
      McHenry represents a life insurance premium paid for Mr. McHenry in the
      year indicated.
</TABLE>

-------------------------------------------------------------------------------

                                       6



                                Page 75 of 81
<PAGE>   10


PENSION PLANS

         The following table shows the estimated annual pension benefits payable
to a covered participant at normal retirement age (age 65) under the
Corporation's qualified defined benefit pension plan, based on remuneration that
is covered under the plans and years of service with the Corporation and its
subsidiaries:
<TABLE>
<CAPTION>

                                               ESTIMATED ANNUAL RETIREMENT BENEFITS

ANNUAL AVERAGE
 OF FINAL 60
MONTHS SALARY        15 YEARS       20 YEARS       25 YEARS        30 YEARS       35 YEARS       40 YEARS
-------------        --------       --------       --------        --------       --------       --------
<S>                  <C>             <C>            <C>            <C>             <C>            <C>    
   $60,000           $16,751         $22,335        $27,919        $33,503         $39,086        $44,670
    85,000            24,851          33,135         41,419         49,703          57,986         66,270
   110,000            32,951          43,935         54,919         65,903          76,886         87,870
   135,000            41,051          54,735         68,419         82,103          95,786        109,470
   160,000            45,911          61,215         76,519         91,823         107,126        120,000
   185,000            45,911          61,215         76,519         91,823         107,126        120,000
</TABLE>

         A participant's remuneration covered by the Corporation's pension plan
is his or her average salary (as reported in the Summary Compensation Table) for
the 60 months before normal retirement. Participants are vested in their pension
benefits after five years of service. Mr. McHenry had 7 years of service, Mr.
Ridler had 26 years of service, Mr. Hierro had 11 years of service and Mr.
Sebastiano had 14 years of service, respectively, as of December 31, 1996.

         Effective on December 11, 1995, the Corporation entered into a
Supplemental Executive Retirement Plan with Mr. Ridler. The purpose of the Plan
is to replace certain retirement benefits which Mr. Ridler lost under the
Corporation's qualified retirement plans due to the eligible compensation
limitations under current tax law. Pursuant to the terms of the Supplemental
Executive Retirement Plan, upon Mr. Ridler's retirement at his Normal Retirement
Age of 65, he will receive payments of $93,000 from the Corporation, annually,
for twenty years. This amount represents an estimate of the value of the lost
benefits resulting from the reduction in eligible compensation under the
Corporation's tax qualified retirement plan. Reduced benefits are provided to
Mr. Ridler under the Supplemental Executive Retirement Plan in the event of
early retirement.

         In addition, contemporaneously with the adoption of the Supplemental
Executive Retirement Plan, the Corporation and Mr. Ridler entered into a Split
Dollar Life Insurance Agreement which provides for the payment, to Mr. Ridler's
beneficiaries, of one-third of the net-at-risk insurance portion of an insurance
policy purchased by the Corporation in connection with the establishment of the
Supplemental Executive Retirement Plan. As of December 31, 1996, this Split
Dollar Life Insurance Agreement would have provided a death benefit of $356,230
to Mr. Ridler's beneficiaries. The Corporation purchased life insurance for the
purpose of funding its obligations under the Supplemental Executive Retirement
Plan in the event of Mr. Ridler's death and as an investment vehicle designed to
fund the payments to Mr. Ridler at retirement.

                                       7



                                Page 76 of 81
<PAGE>   11



REPORT OF THE EXECUTIVE COMMITTEE OF THE MAHONING NATIONAL BANK ON COMPENSATION

         Under rules established by the Securities and Exchange Commission (the
"SEC"), the Corporation is required to provide certain data and information in
regard to the compensation and benefits provided to the Corporation's Chairman
of the Board, President and Chief Executive Officer and, if applicable, the four
other most highly compensated executive officers, whose compensation exceeded
$100,000 during the Corporation's fiscal year. The disclosure requirements, as
applied to the Corporation, includes the Corporation's Chairman of the Board,
President and Chief Executive Officer (Mr. Gregory L. Ridler), Executive Vice
President (Mr. Parker T. McHenry), Senior Vice President/Loans (Mr. Frank
Hierro) and Senior Vice President & Senior Trust Officer (Mr. Patrick A.
Sebastiano) and includes the use of tables and a report explaining the rationale
and considerations that led to fundamental executive compensation decisions
affecting Mr. Ridler, Mr. McHenry, Mr. Hierro, and Mr. Sebastiano. The
Corporation is a holding company and owns a single subsidiary, The Mahoning
National Bank. The Corporation has no direct employees. All disclosures
contained in this Proxy Statement regarding executive compensation reflect
compensation paid by The Mahoning National Bank. The Executive Committee of The
Mahoning National Bank (the "Committee") has the responsibility of determining
the compensation policy and practices with respect to all Executive Officers. At
the direction of the Board of Directors, the Committee has prepared the
following report for inclusion in this Proxy Statement.

         COMPENSATION PHILOSOPHY. This report reflects the Corporation's
compensation philosophy as endorsed by the Committee. The Committee determines
the level of compensation for all other executive officers within the
constraints of the amounts approved by the Board.

         Essentially, the executive compensation program of the Corporation has
been designed to:

-        Support a pay-for-performance policy that awards executive officers for
         corporate performance.
-        Motivate key senior officers to achieve strategic business goals.
-        Provide  compensation  opportunities  which are comparable to those 
         offered by other peer group companies, thus allowing the Corporation 
         to compete for and retain talented executives who are critical to the 
         Corporation's long-term success.

         SALARIES. Effective January 1, 1997, the Committee increased the salary
paid to Mr. Ridler, Mr. McHenry, Mr. Sebastiano and Mr. Hierro. The increase
reflected consideration of competitive data reported in compensation surveys and
the Committee's assessment of the performance of such executives over the
intervening year and recognition of the Corporation's performance during 1996.
In addition, the Committee approved compensation increases for all other
executive officers of the Corporation. The Mahoning National Bank Board approved
all of such increases upon recommendation of the Committee. Executive Officer
salary increase determinations are based upon written performance appraisals of
such executives which reviews, among other things, the performance of executives
against goals set in the prior year, extraordinary service and promotions within
the organization.

         EXECUTIVE DEFERRED CASH AND EXECUTIVE PHANTOM STOCK BONUS PLANS. On
November 15, 1993, the Bank entered into an Executive Deferred Cash Bonus Plan
(the "Deferred Cash Bonus


                                       8



                                Page 77 of 81
<PAGE>   12

Plan") with Parker T. McHenry of The Mahoning National Bank, and a Phantom
Stock Bonus Plan (Phantom Stock Plan) adopted September 13, 1993 with Mr.       
Ridler, Mr. Hierro, Mr. Sebastiano and certain other executive officers of The
Mahoning National Bank. Pursuant to the terms of the Deferred Cash Bonus Plan,
Mr. McHenry is eligible for a deferred cash bonus in each year that The
Mahoning National Bank's earnings achieve predetermined corporate earnings
levels. Under the terms of the Phantom Stock Plan, participating executives are
eligible for deferred phantom stock bonuses, according to similar predetermined
corporate earnings performance levels. Under the terms of the plans the
participating executives are eligible to receive a deferred bonus of from 2.5
percent to 35 percent of their compensation. In the case of the Deferred Cash
Bonus Plan, the bonus is credited to the account of the participating executive
and accrues an additional 8 percent per annum in interest. Under the terms of
the Phantom Stock Plan the bonus is credited in the participant's phantom stock
account in Phantom Shares, the value of which is then determined with reference
to the value of the Corporation's common stock, plus additional credits to the
account to reflect dividends paid on the stock. In connection with both plans
the benefits are payable upon termination of employment or retirement over a
fifteen (15) year period and are subject to a vesting schedule. The Executive
Committee of The Mahoning National Bank's Board of Directors has complete
discretion in the administration and interpretation of the plans.

THIS REPORT ON COMPENSATION IS SUBMITTED BY THE EXECUTIVE COMMITTEE MEMBERS:

    Warren P. Williamson, III, Chairman             Charles J. McCrudden, Jr.
    William J. Bresnahan                            Gregory L. Ridler
    Frank A. Kramer                                 Daniel B. Roth

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.

         Mr. Ridler, the Corporation's Chairman of the Board, President and
Chief Executive Officer, served on the Executive Committee (the "Committee") of
The Mahoning National Bank, which is responsible for compensation matters (see
"Report of the Executive Committee of The Mahoning National Bank on
Compensation" in this Proxy Statement).

         Although Mr. Ridler served on the Committee, he did not participate in
any decisions regarding his own compensation as an Executive Officer. Each year,
the Executive Committee determines the amount of the bonus award for the
Chairman, President and Chief Executive Officer (pursuant to the Executive
Phantom Stock Bonus Plan described elsewhere in this Proxy Statement) and salary
for the ensuing year. Mr. Ridler did not participate in discussions or
decision-making relative to his compensation.

PERFORMANCE GRAPH - Five-Year Shareholder Return Comparison

         The SEC requires that the Corporation include in this Proxy Statement a
line-graph presentation comparing cumulative, five-year shareholder returns on
an indexed basis with a broad equity market index and either a nationally
recognized industry standard or an index of peer companies selected by the
Corporation. The Corporation has selected the Dow Jones Equity Market Index and
the Dow Jones Regional Bank Index for purposes of this performance comparison
which appears below. The Performance Graph presents a comparison which assumes
$100 invested on December 31, 1991, in the Corporation's common stock, the Dow
Jones Equity Market Index and the Dow Jones Regional Bank Index.

                                       9


                                Page 78 of 81
<PAGE>   13

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN * AMONG MAHONING
NATIONAL BANCORP, INC., DOW JONES EQUITY MARKET INDEX & DOW JONES MAJOR
REGIONAL BANK INDEX FOR FISCAL YEAR ENDING DECEMBER 31


<TABLE>
                                         1991      1992      1993      1994      1995     1996
                                         ----      ----      ----      ----      ----     ----
<S>                                     <C>       <C>       <C>       <C>       <C>       <C>
MAHONING NATIONAL BANCORP, INC.         $100.00   $124.11   $158.17   $232.88   $337.10   $412.06
DOW JONES EQUITY MARKET INDEX           $100.00   $108.61   $119.41   $120.33   $166.50   $205.57
DOW JONES REGIONAL BANK INDEX           $100.00   $133.67   $140.69   $135.39   $216.53   $297.52

<FN>
ASSUMES $100 INVESTED ON JANUARY 1, 1991          *TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
IN MAHONING NATIONAL BANCORP, INC. COMMON STOCK,
DOW JONES EQUITY MARKET INDEX & DOW JONES MAJOR REGIONAL BANK INDEX

</TABLE>

[GRAPHIC OMITTED]

CHANGE OF CONTROL AGREEMENT

         The Corporation has entered into a Change of Control Agreement
("Agreement") with Mr. Ridler, its Chairman of the Board, President and Chief
Executive Officer. The Agreement provides that Mr. Ridler shall be entitled to
periodic monthly cash payments in the event of Mr. Ridler's termination of
employment (other than for cause) following a Change of Control. A Change of
Control is defined to include a merger or other acquisition of the Corporation
or The Mahoning National Bank and certain other changes in the voting control of
the Corporation. In the event of a Change of Control and the termination of his
employment, the Agreement requires that Mr. Ridler receive 36 months of cash
payments. Each payment is to be in an amount equal to eight percent of his
aggregate compensation, including bonus, for the last whole calendar year prior
to his termination. The Agreement has a term of 10 years. The rights of the
Corporation to choose to employ or terminate Mr. Ridler prior to a Change of
Control are not affected by the Agreement. In the event a Change of Control had
occurred on January 1, 1997, and Mr. Ridler's employment had been involuntarily
terminated on such date (other than for cause), Mr. Ridler would have been
entitled (subject to certain immaterial modifications provided for by the
Agreement which may lower the amount), to receive a monthly sum of $22,679 for
36 months, and to continue to receive those perquisites afforded to him
immediately prior to such termination, for the same period.

                                       10


                                Page 79 of 81
<PAGE>   14


                          TRANSACTIONS WITH MANAGEMENT

         Directors of The Mahoning National Bank and the Corporation and their
associates were customers of, and have had transactions with, The Mahoning
National Bank in the ordinary course of business during 1996.

         These transactions consisted of extensions of credit by The Mahoning
National Bank in the ordinary course of business and were made on substantially
the same terms as those prevailing at the time for comparable transactions with
other persons. In the opinion of the management of The Mahoning National Bank,
those transactions do not involve more than a normal risk of being collectible
or present other unfavorable features. The Mahoning National Bank expects to
have, in the future, banking transactions in the ordinary course of its business
with directors and their associates on the same terms, including interest rates
and collateral on loans, as those prevailing at the time of comparable
transactions with others.

      COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and directors, and persons who own more than 10 percent
of a registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than 10 percent shareholders are required by SEC
regulation to furnish the Corporation with copies of all Section 16(a) forms
they file.

         Based solely on review of the copies of such forms furnished to the
Corporation, or written representations that no Form 5s were required, the
Corporation believes that during 1996, all Section 16(a) filing requirements
applicable to its officers, directors, and greater than 10 percent beneficial
owners were complied with.

                              SELECTION OF AUDITORS

         The Board of Directors of Mahoning National Bancorp, Inc. on May 13,
1996, by action of written consent in lieu of a meeting, acting upon the
recommendation of the Examining Committee of its sole subsidiary, Mahoning
National Bank of Youngstown, engaged the accounting firm of Crowe, Chizek and
Company LLP to serve as independent accountants for the Registrant for 1996. The
work of Grant Thornton LLP was terminated as of May 13, 1996. It is the
intention of the Corporation to appoint Crowe, Chizek and Company LLP as
Independent Auditor for 1997.

         During the two most recent years and interim period subsequent to
December 31, 1995, there have been no disagreements with Grant Thornton LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure or any reportable events.

         Representatives of Crowe, Chizek and Company LLP are expected to be
present at the Annual Meeting to respond to appropriate questions from
stockholders and to have the opportunity to make any statements they consider
appropriate.


                                       11


                                Page 80 of 81
<PAGE>   15

                              SHAREHOLDER PROPOSALS

         Any proposals to be considered for inclusion in the proxy material to
be provided to shareholders of the Corporation for its next annual meeting, to
be held in 1998, must be made by a qualified shareholder and must be received by
the Corporation no later than October 11, 1997.

                                  OTHER MATTERS

         The Board of Directors of the Corporation is not aware of any other
matters that may come before the meeting. However, the enclosed Proxy will
confer discretionary authority with respect to matters which are not known to
the Board of Directors at the time of printing hereof and which may properly
come before the meeting. A copy of the Corporation's 1996 report filed with the
Securities and Exchange Commission, on Form 10-K, will be available without
charge to shareholders on request April 1, 1997. Address all requests, in
writing, for this document to Richard E. Davies, Mahoning National Bancorp,
Inc., 23 Federal Plaza, Youngstown, Ohio 44501.

                                             By Order of the Board of Directors


                                             Richard E. Davies, Secretary

February 14, 1997
                                      12



                                Page 81 of 81