EXHIBIT  99.4

SAFE  HARBOR  UNDER  THE  PRIVATE  SECURITIES  LITIGATION  REFORM  ACT  OF  1995

     The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe  harbor"  for forward-looking statements to encourage companies to provide
prospective  information  about their companies, so long as those statements are
identified  as  forward-looking  and  are  accompanied  by meaningful cautionary
statements  identifying  important  factors  that  could cause actual results to
differ  materially  from  those discussed in the statement. Exchange Bancshares,
Inc. ("Bancshares") desires to take advantage of the "safe harbor" provisions of
the Act. Certain information, particularly information regarding future economic
performance  and  finances  and plans and objectives of management, contained or
incorporated  by  reference in Bancshares's Annual Report on Form 10-KSB for the
fiscal  year  ended  December  31,  2002,  is  forward-looking.  In  some cases,
information  regarding certain important factors that could cause actual results
of  operations  or  outcomes  of other events to differ materially from any such
forward-looking  statement  appears  together  with such statement. In addition,
forward-looking  statements  are  subject  to  other  risks  and  uncertainties
affecting  the  financial  institutions industry, including, but not limited to,
the  following:

Interest  Rate  Risk

     Bancshares's operating results are dependent to a significant degree on its
net interest income, which is the difference between interest income from loans,
investments  and other interest-earning assets and interest expense on deposits,
borrowings  and  other  interest-bearing  liabilities.  The  interest income and
interest  expense of Bancshares change as the interest rates on interest-earning
assets  and  interest-bearing  liabilities  change.  Interest  rates  may change
because  of  general  economic  conditions,  the  policies of various regulatory
authorities  and other factors beyond Bancshares's control. In a rising interest
rate  environment,  loans  tend  to  prepay slowly and new loans at higher rates
increase  slowly,  while interest paid on deposits increases rapidly because the
terms  to  maturity of deposits tend to be shorter than the terms to maturity or
prepayment  of  loans.  Such  differences in the adjustment of interest rates on
assets  and  liabilities  may  negatively  affect  Bancshares's  income.

Possible  Inadequacy  of  the  Allowance  for  Loan  Losses

     Bancshares  maintains  an  allowance for loan losses based upon a number of
relevant  factors,  including,  but  not  limited  to,  trends  in  the level of
nonperforming  assets  and  classified  loans,  current and anticipated economic
conditions  in  the  primary lending area, past loss experience, possible losses
arising  from  specific problem loans and changes in the composition of the loan
portfolio.  While the Board of Directors of Bancshares believes that it uses the
best  information  available  to  determine  the  allowance  for  loan  losses,
unforeseen  market  conditions  could  result  in  material adjustments, and net
earnings  could  be  significantly  adversely  affected  if circumstances differ
substantially  from  the  assumptions  used  in  making the final determination.

     Loans  not  secured  by  one-  to  four-family  residential real estate are
generally  considered to involve greater risk of loss than loans secured by one-
to  four-family  residential real estate due, in part, to the effects of general
economic  conditions.  The  repayment of multifamily residential, nonresidential
real  estate  and commercial loans generally depends upon the cash flow from the
operation  of  the  property  or  business,  which may be negatively affected by
national  and  local  economic  conditions.  Construction  loans  may  also  be
negatively  affected  by  such  economic  conditions, particularly loans made to
developers  who  do not have a buyer for a property before the loan is made. The
risk  of  default  on consumer loans increases during periods of recession, high
unemployment  and other adverse economic conditions. When consumers have trouble
paying  their  bills,  they  are more likely to pay mortgage loans than consumer
loans.  In addition, the collateral securing such loans, if any, may decrease in
value  more  rapidly  than  the  outstanding  balance  of  the  loan.

Competition

     The  Exchange  Bank  ("Bank")  competes  for  deposits  with  other savings
associations, commercial banks and credit unions and issuers of commercial paper
and  other  securities, such as shares in money market mutual funds. The primary
factors  in  competing for deposits are interest rates and convenience of office
location.  In  making  loans,  the  Bank  competes  with other commercial banks,
savings  associations,  consumer  finance  companies,  credit  unions,  leasing
companies,  mortgage  companies  and  other lenders. Competition is affected by,
among  other  things,  the  general  availability of lendable funds, general and
local  economic  conditions, current interest rate levels and other factors that
are  not  readily predictable. The size of financial institutions competing with
the  Bank  is  likely  to  increase  as  a  result  of  changes  in statutes and
regulations  eliminating  various  restrictions on interstate and inter-industry
branching  and  acquisitions.  Such  increased  competition  may have an adverse
effect  upon  the  Bank.

Legislation  and  Regulation  that  may  Adversely  Affect Bancshares's Earnings

     The  Bank is subject to extensive regulation by the State of Ohio, Division
of  Financial  Institutions  (the "ODFI"), the Federal Reserve Bank (the "FED"),
and  the  Federal Deposit Insurance Corporation (the "FDIC") and is periodically
examined  by such regulatory agencies to test compliance with various regulatory
requirements.  As  a  bank  holding  company,  Bancshares  is  also  subject  to
regulation  and  examination  by  the  FED.  Such  supervision and regulation of
Bancshares  and the Bank are intended primarily for the protection of depositors
and  not for the maximization of shareholder value and may affect the ability of
the  company  to  engage in various business activities. The assessments, filing
fees  and other costs associated with reports, examinations and other regulatory
matters  are  significant  and  may  have  an adverse effect on Bancshares's net
earnings.

      The  FDIC  is authorized to establish separate annual assessment rates for
deposit  insurance  of  members  of  the Bank Insurance fund (the "BIF") and the
Savings  Association  Insurance  Fund  (the  "SAIF"). The FDIC has established a
risk-based  assessment  system for both BIF and SAIF members. Under such system,
assessments  may vary depending on the risk the institution poses to its deposit
insurance  fund. Such risk level is determined by reference to the institution's
capital  level  and  the  FDIC's  level  of  supervisory concern about the bank.