EXHIBIT 99.2


Safe Harbor Under the Private Securities Litigation Reform Act of 1995
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     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. (the "Holding Company") 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 the 
Holding Company's Annual Report on Form 10-KSB for the fiscal year  ended 
December 31, 1998 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 appear 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
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     The Holding Company'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 the Holding Company 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 the  
Holding Company'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 the Holding Company's income.  

Possible Inadequacy of the Allowance for Loan Losses
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     The Holding Company 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 the Holding Company 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 and 
nonresidential real estate loans generally depends upon the cash flow from the 
operation of the property, 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.

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Competition
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     The Exchange Bank (the"Bank") competes for deposits with other commercial 
banks, savings associations 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 savings 
associations, commercial banks, 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 which 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 the Holding Company's 
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Earnings
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     The Bank is subject to extensive regulation by the Board of Governors of 
the Federal Reserve System (the "FRB"), the State of Ohio, Division of 
Financial Institutions (the "Division") 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, the Holding Company is also subject to regulation and 
examination by the FRB and the Division.  Such supervision and regulation of 
Holding Company and 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 
Holding Company'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 institution.

     For several years, Congress has been considering various changes to the 
bank and savings association charters, the activities in which banks and 
savings associations and their holding companies and subsidiaries may engage 
and the authority of various regulatory authorities over the financial 
institutions and their holding companies and subsidiaries.  The Holding 
Company cannot predict at this time whether and when Congress will actually 
adopt such "financial modernization legislation" or in what form it will be 
adopted.  It is expected, however, that the range of activities in which banks 
and their affiliated companies may engage will be expanded, and it is possible 
that the range of activities in which the Holding Company and the Bank may 
engage will be restricted.  It is not anticipated that the current activities 
of the Holding Company or the Bank will be materially affected by any such 
legislation.

     Legislation to recapitalize the SAIF, which was enacted in 1996, provided 
that the SAIF and the Bank Insurance Fund (the "BIF") would be merged if the 
federal savings association charter was eliminated.  Although the elimination 
of the federal savings association charter has not occurred and is not now 
expected in the near future, Congress is still discussing the merger of the 
SAIF and the BIF.  Although the merger could be expected to change the deposit 
insurance premiums paid by the Bank, the effect on the Bank and the Holding 
Company cannot be predicted at this time.