##### Table of Contents



SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For Quarterly Period ended September 30, 2002

Commission File Number 0-24120

WESTERN OHIO FINANCIAL
CORPORATION
(Exact name of registrant as specified in its charter)

|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 31-1403116                       
|                                                               |  |                                  
|(State or other jurisdiction of
incorporation or organization) |  | (IRS Employer
Identification No.)

28 East Main Street, Springfield,
Ohio 45501-0509
(Address of principal executive offices)
(Zip Code)

(937) 325-9990
(Registrants telephone number, including area code)

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 registrants classes
of common stock, as of the latest practicable date.

|                                    |  |                                                         
|----------------------------------- |  | --------------------------------------------------------
|Class:
Common stock, $.01 par value |  | Outstanding at November 13, 2002
common shares 1,754,111





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TABLE OF CONTENTS



|                                           |                                                                                               |  |  |  |  |  |  | 
|------------------------------------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION (UNAUDITED)
|                                           | Item 1. Condensed Financial Statements                                                       
|                                           | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                           | Item 3. Quantitative and Qualitative Disclosure About Market Risk                            
|                                           | Item 4. Controls and procedures                                                              
|PART II  OTHER INFORMATION               
|                                           | 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                                                     
|SIGNATURES                                
|EX-99.1                                   
|EX-99.2                                   



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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
INDEX

|                                                                                              |                                                            |  |      |   | 
|--------------------------------------------------------------------------------------------- | ---------------------------------------------------------- |  | ---- | - | 
|                                                                                              |                                                            |  | Page
|                                                                                              |                                                            |  |     
|PART I  FINANCIAL INFORMATION (UNAUDITED)                                                    |                                                            |  |      |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 1. Condensed Financial Statements                                                        |                                                            |  |      |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Consolidated Balance Sheets                                |  |      | 3 | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Consolidated Statements of Income and Comprehensive Income |  |      | 4 | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Consolidated Statements of Cash Flows                      |  |      | 5 | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Notes to Condensed Consolidated Financial Statements       |  |      | 6 | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations |                                                            |  | 11   |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 3. Quantitative and Qualitative Disclosure About Market Risk                             |                                                            |  | 16   |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 4. Controls and Procedures                                                               |                                                            |  | 17   |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|PART II  OTHER INFORMATION                                                                   |                                                            |  |      |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 1. Legal Proceedings                                                                     |                                                            |  | 18   |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 2. Changes in Securities and Use of Proceeds                                             |                                                            |  | 18   |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 3. Defaults Upon Senior Securities                                                       |                                                            |  | 18   |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                            |  | 18   |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 5. Other Information                                                                     |                                                            |  | 18   |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 6. Exhibits and Reports on Form 8-K                                                      |                                                            |  | 18   |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|SIGNATURES                                                                                    |                                                            |  | 19   |  

2



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##### Table of Contents









WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)

Item 1. Condensed Financial Statements

|                                          |                                                                                    |                            |                                            |         |               |         |              |         |         |         | 
|----------------------------------------- | ---------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | ------- | ------------- | ------- | ------------ | ------- | ------- | ------- | 
|                                          |                                                                                    |                            |                                            |         | September 30, |         | December 31,
|(Amounts in thousands, except share data) |                                                                                    | 2002                       |                                            | 2001   
|                                          |                                                                                    |                            |                                            |        
|ASSETS                                    |                                                                                    |                            |                                            |         |               |         |              |        
|                                         
|                                         
|                                         
|                                         
|                                          | Cash and cash equivalents                                                          |                            | $                                          | 10,755  |               |         | $            | 16,915  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Securities available for sale                                                      |                            |                                            | 56,918  |               |         |              | 39,648  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Federal Home Loan Bank stock                                                       |                            |                                            | 8,870   |               |         |              | 8,568   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Loans, net                                                                         |                            |                                            | 260,421 |               |         |              | 269,300 |        
|                                         
|                                         
|                                         
|                                         
|                                          | Premises and equipment, net                                                        |                            |                                            | 4,490   |               |         |              | 4,888   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Other assets                                                                       |                            |                                            | 2,916   |               |         |              | 2,392   |        
|                                          |                                                                                    |                            |                                            |         |               |         |              |         |        
|                                          |                                                                                    |                            | Total assets                               |         | $             | 344,370 |              |         | $       | 341,711 | 
|                                          |                                                                                    |                            |                                            |         |               |         |              |         |        
|LIABILITIES AND SHAREHOLDERS EQUITY      |                                                                                    |                            |                                            |         |               |         |              |        
|                                         
|                                         
|                                         
|                                         
|                                          | Deposits                                                                           |                            | $                                          | 215,161 |               |         | $            | 220,287 |        
|                                         
|                                         
|                                         
|                                         
|                                          | Borrowed funds                                                                     |                            |                                            | 83,449  |               |         |              | 76,655  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Other liabilities                                                                  |                            |                                            | 2,710   |               |         |              | 2,824   |        
|                                          |                                                                                    |                            |                                            |         |               |         |              |         |        
|                                          |                                                                                    | Total liabilities          |                                            |         | 301,320       |         |              |         | 299,766 |        
|                                          |                                                                                    |                            |                                            |         |               |         |              |         |        
|Shareholders equity                      |                                                                                    |                            |                                            |         |               |         |              |        
|                                         
|                                         
|                                         
|                                         
|                                          | Common stock, $.01 par value, 7,250,000 shares authorized,
2,645,000 shares issued |                            |                                            | 26      |               |         |              | 26      |        
|                                         
|                                         
|                                         
|                                         
|                                          | Additional paid-in capital                                                         |                            |                                            | 40,625  |               |         |              | 40,622  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Accumulated other comprehensive income                                             |                            |                                            | 648     |               |         |              | 63      |        
|                                         
|                                         
|                                         
|                                         
|                                          | Unearned employee stock ownership plan shares                                      |                            |                                            | (417    | )             |         |              | (595    | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Unearned management recognition plan shares                                        |                            |                                            | (62     | )             |         |              | (72     | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Shares held by deferred compensation plan                                          |                            |                                            | (260    | )             |         |              | (173    | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Treasury stock; 889,039 and 889,499 shares at cost, respectively                   |                            |                                            | (18,121 | )             |         |              | (18,157 | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Retained earnings                                                                  |                            |                                            | 20,611  |               |         |              | 20,231  |        
|                                          |                                                                                    |                            |                                            |         |               |         |              |         |        
|                                          |                                                                                    | Total shareholders equity |                                            |         | 43,050        |         |              |         | 41,945  |        
|                                          |                                                                                    |                            |                                            |         |               |         |              |         |        
|                                          |                                                                                    |                            | Total liabilities and shareholders equity |         | $             | 344,370 |              |         | $       | 341,711 | 
|                                          |                                                                                    |                            |                                            |         |               |         |              |         |        

See accompanying notes to condensed consolidated financial statements.

3



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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)

|                                                    |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |        | 
|--------------------------------------------------- | --------------------------------------------- | ---- | ------------------ | ----- | ----------------- | ---- | ----- | ----- |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                                    |                                               |      | Three Months Ended |       | Nine Months Ended
|                                                    |                                               |      | September 30,      |       | September 30,    
|                                                    |                                               |      |                    |       |                  
|(Amounts in thousands, except per share data)       |                                               | 2002 |                    | 2001  |                   | 2002 |       | 2001 
|                                                    |                                               |      |                    |       |                   |      |       |      
|Interest
and dividend income                        |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Loans, including fees                         |      | $                  | 4,497 |                   |      | $     | 5,209 |  |   | $      | 14,023 |  |   | $      | 16,390 | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Securities                                    |      |                    | 671   |                   |      |       | 631   |  |   |        | 1,981  |  |   |        | 2,075  | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest-bearing
deposits and overnight funds |      |                    | 17    |                   |      |       | 50    |  |   |        | 45     |  |   |        | 91     | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other interest and dividend income            |      |                    | 105   |                   |      |       | 146   |  |   |        | 303    |  |   |        | 437    | 
|                                                    |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|                                                    |                                               |      | 5,290              |       |                   |      | 6,036 |       |  |   | 16,352 |        |  |   | 18,993 |       
|                                                    |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|Interest expense                                    |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Deposits                                      |      |                    | 1,770 |                   |      |       | 2,556 |  |   |        | 5,703  |  |   |        | 7,984  | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Borrowed funds                                |      |                    | 1,064 |                   |      |       | 1,167 |  |   |        | 3,170  |  |   |        | 3,824  | 
|                                                    |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|                                                    |                                               |      | 2,834              |       |                   |      | 3,723 |       |  |   | 8,873  |        |  |   | 11,808 |       
|                                                    |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|Net
interest income                                 |                                               |      | 2,456              |       |                   |      | 2,313 |       |  |   | 7,479  |        |  |   | 7,185  |       
|                                                   
|                                                   
|                                                   
|                                                   
|Provision for loan losses                           |                                               |      | 91                 |       |                   |      | 84    |       |  |   | 259    |        |  |   | 273    |       
|                                                    |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|Net
interest income after provision for loan losses |                                               |      | 2,365              |       |                   |      | 2,229 |       |  |   | 7,220  |        |  |   | 6,912  |       
|                                                    |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|Noninterest
income                                  |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Service charges                               |      |                    | 581   |                   |      |       | 377   |  |   |        | 1,641  |  |   |        | 1,079  | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Net gain on sale of loans                     |      |                    | 152   |                   |      |       | 75    |  |   |        | 346    |  |   |        | 138    | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Net gain on sale of securities                |      |                    |      |                   |      |       |      |  |   |        | 28     |  |   |        | 3      | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other                                         |      |                    | 21    |                   |      |       | 6     |  |   |        | 33     |  |   |        | 16     | 
|                                                    |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|                                                    |                                               |      | 754                |       |                   |      | 458   |       |  |   | 2,048  |        |  |   | 1,236  |       
|                                                   
|                                                   
|                                                   
|                                                   
|Noninterest
expense                                 |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Salaries and employee benefits                |      |                    | 1,104 |                   |      |       | 992   |  |   |        | 3,412  |  |   |        | 3,033  | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Occupancy and equipment                       |      |                    | 253   |                   |      |       | 191   |  |   |        | 741    |  |   |        | 617    | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Federal deposit insurance                     |      |                    | 10    |                   |      |       | 10    |  |   |        | 29     |  |   |        | 30     | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | State franchise taxes                         |      |                    | 133   |                   |      |       | 132   |  |   |        | 406    |  |   |        | 399    | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Professional services                         |      |                    | 171   |                   |      |       | 108   |  |   |        | 444    |  |   |        | 302    | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Advertising                                   |      |                    | 56    |                   |      |       | 107   |  |   |        | 209    |  |   |        | 240    | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Data processing                               |      |                    | 208   |                   |      |       | 199   |  |   |        | 618    |  |   |        | 595    | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other                                         |      |                    | 295   |                   |      |       | 287   |  |   |        | 881    |  |   |        | 798    | 
|                                                    |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|                                                    |                                               |      | 2,230              |       |                   |      | 2,026 |       |  |   | 6,740  |        |  |   | 6,014  |       
|                                                    |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|Income before income taxes                          |                                               |      | 889                |       |                   |      | 661   |       |  |   | 2,528  |        |  |   | 2,134  |       
|                                                   
|                                                   
|                                                   
|                                                   
|Income tax expense                                  |                                               |      | 298                |       |                   |      | 226   |       |  |   | 856    |        |  |   | 745    |       
|                                                    |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|Net
income                                          |                                               |      | 591                |       |                   |      | 435   |       |  |   | 1,672  |        |  |   | 1,389  |       
|                                                   
|                                                   
|                                                   
|                                                   
|Other comprehensive income                          |                                               |      | 155                |       |                   |      | 628   |       |  |   | 585    |        |  |   | 1,165  |       
|                                                    |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|Comprehensive income                                |                                               | $    | 746                |       |                   | $    | 1,063 |       |  | $ | 2,257  |        |  | $ | 2,554  |       
|                                                    |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|Earnings per common share                           |                                               |      |                    |       |                   |      |       |       |  |   |        |        |  |   |        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Basic                                         |      | $                  | .34   |                   |      | $     | .25   |  |   | $      | .97    |  |   | $      | .80    | 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Diluted                                       |      | $                  | .34   |                   |      | $     | .25   |  |   | $      | .96    |  |   | $      | .80    | 
|                                                   
|                                                   
|                                                   
|                                                   
|Dividends per common share                          |                                               | $    | .25                |       |                   | $    | .25   |       |  | $ | .75    |        |  | $ | .75    |       

See accompanying notes to condensed consolidated financial statements.

4



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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                 |                                                                 |                                    |        |                   |         |   |       |         |         |  
|------------------------------------------------ | --------------------------------------------------------------- | ---------------------------------- | ------ | ----------------- | ------- | - | ----- | ------- | ------- | -
|                                                 |                                                                 |                                    |        | Nine Months Ended
|                                                 |                                                                 |                                    |        | September 30,    
|                                                 |                                                                 |                                    |        |                  
|(Amount in thousands)                            |                                                                 | 2002                               |        | 2001             
|                                                 |                                                                 |                                    |        |                  
|Net cash from operating activities               |                                                                 | $                                  | 2,032  |                   |         | $ | 1,740 |        
|                                                
|                                                
|                                                
|                                                
|Cash flows from investing activities             |                                                                 |                                    |        |                   |         |   |       |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Securities available for sale:                                  |                                    |        |                   |         |   |       |         |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                 | Maturities and principal payments  |        |                   | 8,153   |   |       |         | 6,131   |  
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                 | Purchases                          |        |                   | (27,843 | ) |       |         | (2,469  | )
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                 | Sales                              |        |                   | 3,056   |   |       |         | 4,623   |  
|                                                
|                                                
|                                                
|                                                
|                                                 | Net (increase) decrease in loans                                |                                    |        | 21,167            |         |   |       | 12,478  |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchases of loans                                              |                                    |        | (12,520           | )       |   |       | (1,582  | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Premises and equipment expenditures                             |                                    |        | (109              | )       |   |       | (691    | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from sale of premises and equipment                    |                                    |        | 2                 |         |   |       | 20      |        
|                                                 |                                                                 |                                    |        |                   |         |   |       |        
|                                                 |                                                                 | Net cash from investing activities |        |                   | (8,094  | ) |       |         | 18,510  |  
|                                                 |                                                                 |                                    |        |                   |         |   |       |        
|Cash flows from financing activities             |                                                                 |                                    |        |                   |         |   |       |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Net change in deposits                                          |                                    |        | (5,126            | )       |   |       | 1,993   |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Net decrease in advances from borrowers for taxes and insurance |                                    |        | (324              | )       |   |       | (303    | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchase of treasury stock                                      |                                    |        | (443              | )       |   |       | (853    | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Cash dividends paid                                             |                                    |        | (1,312            | )       |   |       | (1,316  | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from exercise of stock options                         |                                    |        | 313               |         |   |       | 49      |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Net increase (decrease) in short-term borrowings                |                                    |        | (11,130           | )       |   |       | (16,075 | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from FHLB advances                                     |                                    |        | 21,693            |         |   |       | 2,500   |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Repayments on FHLB advances                                     |                                    |        | (3,769            | )       |   |       | (5,069  | )      
|                                                 |                                                                 |                                    |        |                   |         |   |       |        
|                                                 |                                                                 | Net cash from financing activities |        |                   | (98     | ) |       |         | (19,074 | )
|                                                 |                                                                 |                                    |        |                   |         |   |       |        
|Net change in cash and cash equivalents          |                                                                 |                                    | (6,160 | )                 |         |   | 1,176 |        
|                                                
|                                                
|                                                
|                                                
|Cash and cash equivalents at beginning of period |                                                                 |                                    | 16,915 |                   |         |   | 4,805 |        
|                                                 |                                                                 |                                    |        |                   |         |   |       |        
|Cash and cash equivalents at end of period       |                                                                 | $                                  | 10,755 |                   |         | $ | 5,981 |        
|                                                 |                                                                 |                                    |        |                   |         |   |       |        

See accompanying notes to condensed consolidated financial statements.

5



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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
Notes To Condensed Consolidated Financial Statements
(Unaudited)

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance accounting principles
generally accepted in the United States for interim financial reporting and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. These unaudited condensed consolidated
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Corporations annual report on
Form 10-K for the year ended December 31, 2001. The financial data and results
of operations for interim periods presented may not necessarily reflect the
results to be anticipated for the entire year. Internal financial information
is primarily reported and aggregated solely in the line of the banking
business.

Consolidation Policy: The financial statements include Western Ohio Financial
Corporation (Company) and its wholly-owned subsidiary Cornerstone Bank
(Cornerstone), together referred to as the Corporation. The financial
statements of Cornerstone include the accounts of its wholly-owned
subsidiaries, CornerstoneBanc Financial Services, Inc. (CFSI) and West
Central Financial Services, Inc. (WCFS). Intercompany transactions and
balances are eliminated in consolidation.

Use of Estimates: To prepare financial statements in conformity with
accounting principles generally accepted in the United States, management makes
estimates and assumptions based on available information. These estimates and
assumptions affect the amounts reported in the financial statements and the
disclosures provided, and future results could differ. The allowance for loan
losses, fair values of financial instruments and status of contingencies are
particularly subject to change.

Income Taxes: Income tax expense is the total of the current-year income tax
due or refundable and the change in deferred tax assets and liabilities.
Deferred tax assets and liabilities are the expected future tax amounts for the
temporary differences between the carrying amounts and tax basis of assets and
liabilities, computed using enacted tax rates. A valuation allowance, if
needed, reduces deferred tax assets to the amount expected to be realized.
Income tax expense is based on the effective rate expected to be applicable for
the entire year.

Earnings Per Common Share: Basic earnings per common share is based on net
income divided by the weighted average number of common shares outstanding
during the period. Employee Stock Ownership Plan (ESOP) shares are
considered to be outstanding for the calculation unless unearned. Management
Recognition Plan (MRP) shares are considered outstanding as they become
vested. Diluted earnings per common share include the dilutive effect of
additional potential common shares issuable under stock options.

New Accounting Standards: The Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standard (SFAS) No. 143 Asset
Retirement Obligation. The provisions of this standard apply to asset
retirements beginning in 2003. The Corporation does not believe this standard
will have a material on its financial position or results of operations.

Effective January 1, 2002, the Corporation adopted SFAS No. 144, Impairment or
Disposal of Long-Lived Assets. The effect of this standard on the financial
position and results of operations of the Corporation was not material.

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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
Notes To Condensed Consolidated Financial Statements
(Unaudited)

NOTE 1  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 64, Amendments of FASB Statement No. 13, and Technical Corrections.
This Statement eliminates inconsistency between the required accounting for
certain lease modifications that have economic effects similar to
sale-leaseback transactions and sale-leaseback transactions. The Corporation
does not believe this statement will have a material effect on its financial
position or results of operations.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. This Statement addresses the timing of
recognition of a liability for exit and disposal cost at the time a liability
is incurred, rather than at a plan commitment date, as previously required.
Exit or disposal costs will be measured at fair value, and the recorded
liability will be subsequently adjusted for changes in estimated cash flows.
This Statement is required to be effective for exit or disposal activities
entered after December 31, 2002, and early adoptions is encouraged. The
Corporation does not believe this statement will have a material effect on its
financial position or results or operations.

SFAS No. 147, Acquisitions of Certain Financial Institutions became effective
October 1, 2002. This standard requires any unidentifiable intangible asset
previously recorded as the result of a business combination to be reclassified
as goodwill and the amortization of this asset will cease. The effect of this
standard on the financial position and results of operations of the Corporation
was not material, as the Corporation does not have any unidentified intangible
assets.

NOTE 2  SECURITIES

The amortized cost and fair values of securities available for sale were as
follows:

|                       |                            |      |           |        |            |      |            |       |       |  |   |      |   |  |   |        | 
|---------------------- | -------------------------- | ---- | --------- | ------ | ---------- | ---- | ---------- | ----- | ----- |  | - | ---- | - |  | - | ------ | 
|                       |                            |      |           |        |            |      | Gross      |       | Gross |  |   |      |  
|                       |                            |      | Amortized |        | Unrealized |      | Unrealized |       | Fair 
|(Amounts in thousands) |                            | Cost |           | Gains  |            | Loss |            | Value
|                       |                            |      |           |        |            |      |            |      
|September 30, 2002     |                            |      |           |        |            |      |            |       |       |  |   |      |   |  |   |       
|                      
|                      
|                      
|                      
|                       | U.S. government agencies   |      | $         | 4,148  |            |      | $          | 192   |       |  | $ |     |   |  | $ | 4,340  | 
|                      
|                      
|                      
|                      
|                       | Municipal securities       |      |           | 6,933  |            |      |            | 62    |       |  |   |     |   |  |   | 6,995  | 
|                      
|                      
|                      
|                      
|                       | Mortgage-backed securities |      |           | 44,855 |            |      |            | 763   |       |  |   | (35  | ) |  |   | 45,583 | 
|                       |                            |      |           |        |            |      |            |       |       |  |   |      |   |  |   |        | 
|                       | Total                      |      | $         | 55,936 |            |      | $          | 1,017 |       |  | $ | (35  | ) |  | $ | 56,918 | 
|                       |                            |      |           |        |            |      |            |       |       |  |   |      |   |  |   |        | 
|December 31, 2001      |                            |      |           |        |            |      |            |       |       |  |   |      |   |  |   |       
|                      
|                      
|                      
|                      
|                       | U.S. government agencies   |      | $         | 2,105  |            |      | $          | 4     |       |  | $ | (30  | ) |  | $ | 2,079  | 
|                      
|                      
|                      
|                      
|                       | Municipal securities       |      |           | 1,634  |            |      |            |      |       |  |   | (71  | ) |  |   | 1,563  | 
|                      
|                      
|                      
|                      
|                       | Mortgage-backed securities |      |           | 35,814 |            |      |            | 254   |       |  |   | (62  | ) |  |   | 36,006 | 
|                       |                            |      |           |        |            |      |            |       |       |  |   |      |   |  |   |        | 
|                       | Total                      |      | $         | 39,553 |            |      | $          | 258   |       |  | $ | (163 | ) |  | $ | 39,648 | 
|                       |                            |      |           |        |            |      |            |       |       |  |   |      |   |  |   |        | 

Gross proceeds from sales of securities during the nine-month period ending
September 30, 2002 were $3,056,000, with gross gains of $28,000 included in
earnings. Gross proceeds from sales of securities during the nine-month period
ending September 30, 2001 were $4,623,000, with gross gains of $3,000 included
in earnings. There were no sales for the three months ended September 30, 2002
or September 30, 2001.

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WESTERN OHIO FINANCIAL CORPORATION
Notes To Condensed Consolidated Financial Statements
(Unaudited)

NOTE 3  LOANS

Loans were as follows:

|                                 |                                                |             |         |               |         |              |         |         |         | 
|-------------------------------- | ---------------------------------------------- | ----------- | ------- | ------------- | ------- | ------------ | ------- | ------- | ------- | 
|                                 |                                                |             |         | September 30, |         | December 31,
|(Amounts in thousands)           |                                                | 2002        |         | 2001         
|                                 |                                                |             |         |              
|First mortgage loans secured by: |                                                |             |         |               |         |              |         |        
|                                
|                                
|                                
|                                
|                                 | One to four family residential                 |             | $       | 130,947       |         |              | $       | 154,915 |        
|                                
|                                
|                                
|                                
|                                 | Other properties                               |             |         | 82,925        |         |              |         | 68,841  |        
|                                
|                                
|                                
|                                
|                                 | Construction properties                        |             |         | 5,934         |         |              |         | 3,737   |        
|                                 |                                                |             |         |               |         |              |         |        
|                                 |                                                |             | 219,806 |               |         |              | 227,493 |        
|                                
|                                
|                                
|                                
|Consumer and other loans        
|                                
|                                
|                                
|                                
|                                 | Consumer                                       |             |         | 957           |         |              |         | 1,289   |        
|                                
|                                
|                                
|                                
|                                 | Commercial                                     |             |         | 22,888        |         |              |         | 24,415  |        
|                                
|                                
|                                
|                                
|                                 | Home equity                                    |             |         | 21,391        |         |              |         | 19,468  |        
|                                 |                                                |             |         |               |         |              |         |        
|                                 |                                                |             | 45,236  |               |         |              | 45,172  |        
|                                 |                                                |             |         |               |         |              |         |        
|                                 |                                                | Total loans |         |               | 265,042 |              |         |         | 272,665 | 
|                                
|                                
|                                
|                                
|Less:                            |                                                |             |         |               |         |              |         |        
|                                
|                                
|                                
|                                
|                                 | Net deferred loan fees, premiums and discounts |             |         | (169          | )       |              |         | (117    | )      
|                                
|                                
|                                
|                                
|                                 | Loans in process                               |             |         | (2,621        | )       |              |         | (1,553  | )      
|                                
|                                
|                                
|                                
|                                 | Allowance for loan losses                      |             |         | (1,831        | )       |              |         | (1,695  | )      
|                                 |                                                |             |         |               |         |              |         |        
|                                 |                                                | $           | 260,421 |               |         | $            | 269,300 |        
|                                 |                                                |             |         |               |         |              |         |        

Activity in the allowance for loan losses was as follows:

|                          |  |                    |       |                   |  |      |       |      |  |   |       |   |  |   |       |  
|------------------------- |  | ------------------ | ----- | ----------------- |  | ---- | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                          |  | Three Months Ended |       | Nine Months Ended
|                          |  | September 30,      |       | September 30,    
|                          |  |                    |       |                  
|(Amounts in thousands)    |  | 2002               |       | 2001              |  | 2002 |       | 2001
|                          |  |                    |       |                   |  |      |       |     
|Beginning balance         |  | $                  | 1,802 |                   |  | $    | 1,611 |      |  | $ | 1,695 |   |  | $ | 1,665 |  
|                         
|                         
|                         
|                         
|Provision for loan losses |  |                    | 91    |                   |  |      | 84    |      |  |   | 259   |   |  |   | 273   |  
|                         
|                         
|                         
|                         
|Recoveries                |  |                    | 6     |                   |  |      | 31    |      |  |   | 299   |   |  |   | 67    |  
|                         
|                         
|                         
|                         
|Charge-offs               |  |                    | (68   | )                 |  |      | (127  | )    |  |   | (422  | ) |  |   | (406  | )
|                          |  |                    |       |                   |  |      |       |      |  |   |       |   |  |   |       |  
|Ending balance            |  | $                  | 1,831 |                   |  | $    | 1,599 |      |  | $ | 1,831 |   |  | $ | 1,599 |  
|                          |  |                    |       |                   |  |      |       |      |  |   |       |   |  |   |       |  

Nonperforming loans were $1,671,818 and $2,818,000 at September 30, 2002 and
December 31, 2001.

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WESTERN OHIO FINANCIAL CORPORATION
Notes To Condensed Consolidated Financial Statements
(Unaudited)

NOTE 3  LOANS (Continued)

Impaired loans were as follows:

|                                                  |  |               |     |              |  |   |       | 
|------------------------------------------------- |  | ------------- | --- | ------------ |  | - | ----- | 
|                                                  |  | September 30, |     | December 31,
|                                                  |  | 2002          |     | 2001        
|                                                  |  |               |     |             
|Loans with no allocated allowance for loan losses |  | $             | 488 |              |  |   | 829   | 
|                                                 
|                                                 
|                                                 
|                                                 
|Loans with allocated allowance for loan losses    |  |               | 133 |              |  |   | 208   | 
|                                                  |  |               |     |              |  |   |       | 
|Total                                             |  | $             | 621 |              |  | $ | 1,037 | 
|                                                  |  |               |     |              |  |   |       | 
|Amount of the allowance for loan losses allocated |  | $             | 133 |              |  | $ | 86    | 

NOTE 4  DEPOSITS

Deposits were as follows:

|                               |                                      |      |               |        |              |   |         |         | 
|------------------------------ | ------------------------------------ | ---- | ------------- | ------ | ------------ | - | ------- | ------- | 
|                               |                                      |      | September 30, |        | December 31,
|(Amounts in thousands)         |                                      | 2002 |               | 2001  
|                               |                                      |      |               |       
|Checking  Noninterest bearing |                                      | $    | 10,367        |        |              | $ | 8,637   |        
|                              
|                              
|                              
|                              
|Checking   Interest bearing   |                                      |      | 15,472        |        |              |   | 13,094  |        
|                              
|                              
|                              
|                              
|Money market accounts          |                                      |      | 62,273        |        |              |   | 57,500  |        
|                              
|                              
|                              
|                              
|Passbook and savings accounts  |                                      |      | 11,458        |        |              |   | 11,465  |        
|                              
|                              
|                              
|                              
|Certificates of deposit:       |                                      |      |               |        |              |   |         |        
|                              
|                              
|                              
|                              
|                               | In denominations under $100,000      |      |               | 94,898 |              |   |         | 107,843 | 
|                              
|                              
|                              
|                              
|                               | In denominations of $100,000 or more |      |               | 20,693 |              |   |         | 21,748  | 
|                               |                                      |      |               |        |              |   |         |        
|                               |                                      | $    | 215,161       |        |              | $ | 220,287 |        
|                               |                                      |      |               |        |              |   |         |        

NOTE 5  BORROWED FUNDS

Borrowed funds consist primarily of advances from the Federal Home Loan Bank of
Cincinnati (FHLB) and are summarized by contractual maturity as follows:

|                            |                         |         |                    |              |                   |         |          |              |   |  |   |        |          |  |  |      |  
|--------------------------- | ----------------------- | ------- | ------------------ | ------------ | ----------------- | ------- | -------- | ------------ | - |  | - | ------ | -------- |  |  | ---- | -
|                            |                         |         | September 30, 2002 |              | December 31, 2001
|                            |                         |         |                    |              |                  
|                            |                         |         |                    |              |                   |         | Weighted |              |   |  |   |        | Weighted
|(Amount in thousands)       |                         | Balance |                    | Average Rate |                   | Balance |          | Average Rate
|                            |                         |         |                    |              |                   |         |          |             
|Borrowed funds maturing in: |                         |         |                    |              |                   |         |          |              |   |  |   |        |          |  |  |     
|                           
|                           
|                           
|                           
|                            | One year or less        |         | $                  | 17,635       |                   |         |          | 4.16         | % |  | $ | 14,325 |          |  |  | 5.75 | %
|                           
|                           
|                           
|                           
|                            | Over 1 year to 3 years  |         |                    | 12,046       |                   |         |          | 5.24         |   |  |   | 9,335  |          |  |  | 6.58 |  
|                           
|                           
|                           
|                           
|                            | Over 3 years to 5 years |         |                    | 1,056        |                   |         |          | 4.85         |   |  |   | 730    |          |  |  | 6.60 |  
|                           
|                           
|                           
|                           
|                            | Over 5 years            |         |                    | 52,712       |                   |         |          | 5.15         |   |  |   | 52,265 |          |  |  | 5.15 |  
|                            |                         |         |                    |              |                   |         |          |              |   |  |   |        |          |  |  |      |  
|                            | Total                   |         | $                  | 83,449       |                   |         |          | 5.15         | % |  | $ | 76,655 |          |  |  | 5.45 | %
|                            |                         |         |                    |              |                   |         |          |              |   |  |   |        |          |  |  |      |  

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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
Notes To Condensed Consolidated Financial Statements
(Unaudited)

NOTE 6  EARNINGS PER COMMON SHARE

The factors used in the earnings per share computation were as follows:

|                                  |                                                                                |      |                    |       |                   |      |   |       |   |  |   |       |   |  |   |       |  
|--------------------------------- | ------------------------------------------------------------------------------ | ---- | ------------------ | ----- | ----------------- | ---- | - | ----- | - |  | - | ----- | - |  | - | ----- | -
|                                  |                                                                                |      | Three Months Ended |       | Nine Months Ended
|                                  |                                                                                |      | September 30,      |       | September 30,    
|(Amounts in thousands, except     |                                                                                |      |                    |      
|per share data)                   |                                                                                | 2002 |                    | 2001  |                   | 2002 |   | 2001 
|                                  |                                                                                |      |                    |       |                   |      |   |      
|Basic earnings per common share   |                                                                                |      |                    |       |                   |      |   |       |   |  |   |       |   |  |   |      
|                                 
|                                 
|                                 
|                                 
|                                  | Net income                                                                     |      | $                  | 591   |                   |      | $ | 435   |   |  | $ | 1,672 |   |  | $ | 1,389 |  
|                                  |                                                                                |      |                    |       |                   |      |   |       |   |  |   |       |   |  |   |      
|                                  | Weighted average common shares
outstanding                                     |      |                    | 1,755 |                   |      |   | 1,773 |   |  |   | 1,760 |   |  |   | 1,784 |  
|                                 
|                                 
|                                 
|                                 
|                                  | Less: Average unallocated ESOP
shares                                          |      |                    | (30   | )                 |      |   | (45   | ) |  |   | (33   | ) |  |   | (48   | )
|                                 
|                                 
|                                 
|                                 
|                                  | Less: Average nonvested MRP shares                                             |      |                    | (4    | )                 |      |   | (4    | ) |  |   | (4    | ) |  |   | (5    | )
|                                  |                                                                                |      |                    |       |                   |      |   |       |   |  |   |       |   |  |   |      
|                                  | Average shares                                                                 |      |                    | 1,721 |                   |      |   | 1,724 |   |  |   | 1,723 |   |  |   | 1,731 |  
|                                  |                                                                                |      |                    |       |                   |      |   |       |   |  |   |       |   |  |   |      
|                                  | Basic earnings per common share                                                |      | $                  | .34   |                   |      | $ | .25   |   |  | $ | .97   |   |  | $ | .80   |  
|                                  |                                                                                |      |                    |       |                   |      |   |       |   |  |   |       |   |  |   |      
|Diluted earnings per common share |                                                                                |      |                    |       |                   |      |   |       |   |  |   |       |   |  |   |      
|                                 
|                                 
|                                 
|                                 
|                                  | Net income                                                                     |      | $                  | 591   |                   |      | $ | 435   |   |  | $ | 1,672 |   |  | $ | 1,389 |  
|                                  |                                                                                |      |                    |       |                   |      |   |       |   |  |   |       |   |  |   |      
|                                  | Weighted average common shares
outstanding for basic earnings per
common share |      |                    | 1,721 |                   |      |   | 1,724 |   |  |   | 1,723 |   |  |   | 1,731 |  
|                                 
|                                 
|                                 
|                                 
|                                  | Add: Dilutive effects of average
nonvested MRP shares                          |      |                    |      |                   |      |   |      |   |  |   |      |   |  |   |      |  
|                                 
|                                 
|                                 
|                                 
|                                  | Add: Dilutive effects of stock options                                         |      |                    | 18    |                   |      |   | 11    |   |  |   | 17    |   |  |   | 11    |  
|                                  |                                                                                |      |                    |       |                   |      |   |       |   |  |   |       |   |  |   |      
|                                  | Average shares and dilutive potential
common shares                            |      |                    | 1,739 |                   |      |   | 1,735 |   |  |   | 1,740 |   |  |   | 1,742 |  
|                                  |                                                                                |      |                    |       |                   |      |   |       |   |  |   |       |   |  |   |      
|                                  | Diluted earnings per common share                                              |      | $                  | .34   |                   |      | $ | .25   |   |  | $ | .96   |   |  | $ | .80   |  
|                                  |                                                                                |      |                    |       |                   |      |   |       |   |  |   |       |   |  |   |      

Stock options covering 73,936 shares of common stock were not considered in
computing diluted earnings per common share for the three and nine months ended
September 30, 2002, as they were antidilutive. In addition, nonvested MRP
awards for 3,527 and 4,457 shares of common stock were not considered in
computing diluted earnings per common share for the three months ended
September 30, 2002 and September 20, 2001, respectively. Also, nonvested MRP
awards for 3,480 and 4,565 were not considered in computing diluted earnings
per common share for the nine months ended September 30, 2002 and September 30,
2001, respectively.

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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS




Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

The following discusses the financial condition of the Company as of September
30, 2002 as compared to December 31, 2001, and the results of operations for
the three and nine months ended September 30, 2002, compared with the same
periods in 2001. This discussion should be read in conjunction with the
interim financial statements and footnotes included herein.

Forward-Looking Statements

When used in this filing and in future filings by the Company with the
Securities and Exchange Commission, in the Companys press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized executive officer, the words or phrases would be,
will allow, intends to, will likely result, are expected to, will
continue, is anticipated, estimate, project or similar expressions are
intended to identify forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject
to risks and uncertainties, including but not limited to changes in economic
conditions in the Companys market area, changes in policies by regulatory
agencies, fluctuations in interest rates, demand for loans in the Companys
market area and competition, all or some of which could cause actual results to
differ materially from historical earnings and those presently anticipated or
projected. The Company wishes to caution readers not to place undue reliance
on any such forward-looking statements, which speak only as of the date made
and advises readers that various factors, including regional and national
economic conditions, substantial changes in levels of market interest rates,
credit and other risks of lending and investment activities and competitive and
regulatory factors, could affect the Companys financial performance and could
cause the Companys actual results for future periods to differ materially from
those anticipated or projected.

The Company does not undertake, and specifically disclaims any obligation, to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statements.

Analysis of Financial Condition

Consolidated assets of the Company totaled $344.4 million at September 30,
2002, an increase of $2.7 million from the December 31, 2001, total of $341.7
million. Securities available for sale increased $17.3 million and was
partially offset by decreases in net loans of $8.9 million and cash and cash
equivalents of $6.1 million. Additional funding was provided by an increase in
FHLB advances of $6.8 million, which offset the $5.1 million decline in
deposits.

Net loans decreased $8.9 million, or 3.3%, from $269.3 million at December 31,
2001 to $260.4 million at September 30, 2002. Traditional one-to-four family
residential mortgage loans decreased $24.0 million to $130.9 at September 30,
2002 from $154.9 million at December 31, 2001. During the period, the Bank
originated $36.4 million of new one-to-four family loans and sold $19.7 million
of those loans originated. This net new volume was offset during the period by
payoffs and amortization of $16.7 million. For the period, this decrease was
offset by other real estate mortgage loans increasing $14.1 million to $82.9
million at September 30, 2002 from $68.8 million at December 31, 2001. This
increase is primarily the result of purchasing $12.5 million of non-residential
real estate secured loan participations from within the Columbus, OH area.
These changes continue Cornerstones effort to diversify its portfolio into
more commercial and other real estate mortgage type loans. While such loans
typically are associated with

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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

more credit risk than traditional one-to-four
family residential loans, they also typically provide increased margins.

Cash and cash equivalents decreased by $6.1 million to $10.8 million on
September 30, 2002, from $16.9 million on December 31, 2001. Cash and cash
equivalents consist of cash, checking deposits and federal funds deposited at
other financial institutions. The decrease was primarily the result of
purchasing securities and loans.

Securities available for sale increased $17.3 million from $39.6 million at
December 31, 2001, to $56.9 million on September 30, 2002. The increase was
due to purchases of securities of $27.8 million offset by a $3.0 million
mortgage-backed security sale and principal repayments on existing
mortgage-backed securities available for sale.

Deposits at September 30, 2002 totaled $215.2 million, a decrease of $5.1
million, or 2.3% from $220.3 million at December 31, 2001. The decrease
occurred primarily in certificates of deposits, which decreased $14.0 million,
or 10.8%, as deposits moved to shorter-term more liquid accounts and older,
higher rate certificates were not renewed due to reduced liquidity
requirements. Deposits in checking accounts increased $4.1 million to $25.8
million at September 30, 2002 from $21.7 million at December 31, 2001. Money
market accounts increased $4.8 million to $62.3 million at September 30, 2002
compared to $57.5 million on December 31, 2001.

FHLB advances at September 30, 2002 totaled $83.4 million, an increase of $6.7
million or 8.9% from $76.7 million at December 31, 2001. The Bank increased its
advances from the FHLB during the period to fund security purchases. The
majority of borrowed funds are invested in loans to leverage the Companys
excess capital and improve the Companys return on equity over time.

Total shareholders equity increased $1.1 million from $41.9 million at
December 31, 2001, to $43.0 million at September 30, 2002. This increase is
primarily due to net income of $1.7 million for the period, an improvement of
$585,000 in accumulated other comprehensive income and stock options exercised.
This is offset by dividend payments of $1.3 million and the Company purchasing
$443,000, or 22,200 shares, of its common stock during the first nine months of
2002.

As of September 30, 2002, the Company had commitments to make $166,500 of
residential loans and $3.2 million of non-residential real estate loans. It is
expected that these loans will be funded within 30-90 days. The Company also
had $2.6 million in commitments to fund loans on residential properties under
construction as well as commitments to disburse $1.0 million on other mortgage
loans. These commitments are anticipated to be filled within three to nine
months. Unused commercial lines of credit were $7.0 million and unused home
equity lines of credit were $14.5 million. Commitments to originate
nonmortgage loans total $844,500.

Results of Operations

Operating results of the Company are affected by general economic conditions,
monetary and fiscal policies of federal agencies and policies of agencies
regulating financial institutions. The Companys cost of funds is influenced
by interest rates on competing investments and general market rates of
interest. Lending activities are influenced by demand for real estate and
other types of loans, which, in turn, is affected by the interest rates at
which such loans are made, general economic conditions and the availability of
funds for lending activities.

12



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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Companys net income is primarily dependent on its net interest income (the
difference between interest income generated on interest-earning assets and
interest expense incurred on interest-bearing liabilities). Net income is also
affected by provisions for loan losses, service charges, gains on sale of
assets, other income, noninterest expense and income taxes. The Companys net
income of $591,000 and $1,672,000 for the three and nine months ended September
30, 2002, represented an increase of $156,000, or 35.9%, for the three months
and an increase of $283,000, or 20.4%, for the nine months ended September 30,
2002. The returns on average assets for the three and nine months ended
September 30, 2002 were 0.68% and 0.64%, respectively, compared to 0.50% and
0.54% for the same period in 2001. The returns on average shareholders equity
for the three and nine months ended September 30, 2002 were 5.43% and 5.23%,
respectively, compared to 4.08% and 4.39% for the same periods ended September
30, 2001. Basic earnings per share increased $.09 from $.25 per share for the
three-month period ended September 30, 2001 to $.34 per share for the period
ended September 30, 2002. Basic earnings per share for the nine-month period
ended September 30, 2002 was $.97 per share compared to $.80 per share for the
same period ended September 30, 2001, an increase of $.17, or 21.3%.

Net interest income is the largest component of the Companys income and is
affected by the interest rate environment and volume and composition of
interest-earning assets and interest-bearing liabilities. Net interest income
totaled $2,456,000 and $7,479,000 for the three and nine months ended September
30, 2002, compared to $2,313,000 and $7,185,000 for the same periods in 2001.
The increases of $143,000 and $294,000 for the three and nine month periods are
due to lower interest rates on interest bearing liabilities and the shift of
deposits from certificate of deposits to money market and checking accounts.
For the three and nine months ended September 30, 2002, the average yield on
earning assets was 6.22% and 6.59% compared to 7.22% and 7.52% for the same
periods in 2001. The average cost of funds decreased to 3.73% and 3.93% for the
three and nine months ended September 30, 2002 from 4.97% and 5.37% for the
same periods in 2001. As a result of the net changes in earning asset yields
and cost of funds, net interest margin increased to 2.89% and 3.01% for the
three and nine months ended September 30, 2002 compared to 2.77% and 2.85% for
the same periods in 2001.

Interest and fees on loans totaled $4,497,000 and $14,023,000 for the three and
nine months ended September 30, 2002 compared to $5,209,000 and $16,390,000 the
three and nine months ended September 30, 2001. The decreases were due
primarily to a decrease in loan rates. The average yield earned on the
portfolio decreased to 6.64% and 7.02% for the three and nine months ended
September 30, 2002 from 7.50% and 7.78% for the same periods in 2001.

Interest and dividends on securities totaled $671,000 and $1,981,000 for the
three and nine months ended September 30, 2002, and $631,000 and $2,075,000 for
the three and nine months ended September 30, 2001. The increase for the three
months was due to an increase in securities outstanding while the decrease for
the nine-month period was due to lower interest rates partially offset by an
increase in average securities held for sale.

Interest on deposits totaled $1,770,000 and $5,703,000 for the three and nine
months ended September 30, 2002 compared to $2,556,000 and $7,984,000 for the
three and nine months ended September 30, 2001. The decreases were due to
lower interest rates on all deposits and the change from certificate of
deposits to checking and money market accounts. The average cost of deposits
decreased to 3.24% and 3.50% for the three and nine months ended September 30,
2002 from 4.79% and 5.07% for the same periods in 2001.

Interest on FHLB advances was $1,064,000 and $3,170,000 for the three and nine
months ended September 30, 2002 compared to $1,167,000 and $3,824,000 for the
three and nine months ended September 30, 2001. The decrease for the three and
nine months ended September 30, 2002 is due to a decrease in average
outstanding borrowings from the FHLB of approximately $9.9 million during the
period and the lower cost of new advances.

13



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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company maintains an allowance for loan losses in an amount, which, in
managements judgment, is adequate to absorb probable losses in the loan
portfolio. While management utilizes its best judgment and information
available, ultimate adequacy of the allowance is dependent on a variety of
factors, including performance of the Companys loan portfolio, the economy,
changes in real estate values and interest rates and the view of the regulatory
authorities toward loan classifications. The provision for loan losses is
determined by management as the amount to be added to the allowance for loan
losses after net charge-offs have been deducted to bring the allowance to a
level considered adequate to absorb probable losses in the loan portfolio. The
amount of the provision is based on managements regular review of the loan
portfolio and consideration of such factors as historical loss experience,
changes in size and composition of the loan portfolio and specific borrower
considerations, including ability of the borrower to repay the loan and the
estimated value of the underlying collateral. The provision for loan losses
totaled $91,000 and $259,000 for the three and nine months ended September 30,
2002, compared to $84,000 and $273,000 for the three and nine months ended
September 30, 2001.

Net charge-offs were $62,000 and $123,000 for the three and nine months ended
September 30, 2002 compared to $96,000 and $339,000 for the same periods in
2001. Due to the decrease in net charge-offs, the collateral supporting
non-performing loans, area economic conditions, and the level of impaired and
non-performing loans, management believes that the total allowance of $1.8
million on total loans of $265 million at September 30, 2002 is adequate. The
Corporation will continue to review its allowance for loan losses and make
further provisions as economic and asset quality conditions dictate.

Noninterest income totaled $754,000 and $2,048,000 for the three and nine
months ended September 30, 2002 compared to $458,000 and $1,236,000 for the
same periods in 2001. Service charges on loans and deposits increased $204,000
from $377,000 to $581,000 for the three-month period and $562,000 from
$1,079,000 to $1,641,000 for the nine-month period. Service charges on
deposits, including non-sufficient funds, increased $192,000 and $481,000 for
the three and nine month period respectively. In November 2001, the Company
initiated the overdraft honor program, which provides to most customers the
courtesy of honoring checks drawn on insufficient balances, up to limits
established by management. Standard non-sufficient fund fees and overdraft
fees still apply. This program is the primary reason for the increase in
service charges on deposits. The Company also recognized loan sale gains of
$152,000 on loan sales of $4.8 million for the three months ended September 30,
2002 compared to $75,000 on loan sales of $3.3 million for the same period in
2001. For the nine months ended September 30, 2002, gains totaled $346,000 on
loan sales of $19.7 million compared to $138,000 on loan sales of $7.2 million
for the same period last year.

Noninterest expense increased $204,000 and $726,000 for the three and nine
months ended September 30, 2002 to $2.2 million and $6.7 million from $2.0
million and $6.0 million in 2001. The increases are primarily due to increases
in salaries and benefits of $112,000 and $379,000 for the three and nine month
periods respectively. Professional services increased $63,000 and $142,000 for
the three and nine months ended September 30, 2002 compared to the same periods
last year. This is due primarily to the fees payable to the consultants on the
overdraft honor program. As noted above, the service charges on deposits have
more than offset this expenditure. Other noninterest expense consists of items
such as telephone, printing and supplies, and loan expenses. Additionally,
included in the total for the three and nine months ended September 30, 2002 is
approximately $92,000 and $311,000 of expenses related to the Companys
Centerville, Ohio branch opened in September 2001.

The change in income tax is primarily attributable to the change in income
before income taxes. Income tax expense totaled $299,000 and $856,000, or an
effective rate of 33.6% and 33.9%, for the three and nine months ended
September 30, 2002, compared to $226,000 and $745,000, or an effective rate of
34.2% and 34.0%, for the three and nine months ended September 30, 2001.

14



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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity

Office of Thrift Supervision (OTS) regulations presently require Cornerstone
Bank to maintain sufficient liquidity to assure its safe and sound operation.
To that end, Cornerstone Bank maintains investments having maturities of 5
years or less, sells loans into the secondary market and borrows funds from the
FHLB. These activities are intended to provide a source of relatively liquid
funds on which Cornerstone may rely, if necessary, to fund deposit withdrawals
or other short-term funding needs. At September 30, 2002 Cornerstone had
commitments to originate residential loans totaling $166,500 and $3.2 million
of non-residential real estate loans. In addition, Cornerstone had $2.6
million in commitments to fund loans on residential properties under
construction as well as $1.0 million in commitments to fund other mortgage
loans. Unused commercial lines of credit were $7.0 million and unused home
equity lines of credit were $14.5 million. Commitments to originate
nonmortgage loans total $844,500. Cornerstone considers its liquidity and
capital reserves sufficient to meet its outstanding short and long-term needs.

Capital Resources

Cornerstone is required by regulations to meet certain minimum capital
requirements, which must be generally as stringent as standards established for
commercial banks. Current capital requirements call for tangible capital of
1.5% of adjusted total assets, core capital (which, for Cornerstone, consists
solely of tangible capital) of 4.0% of adjusted total assets, except for
institutions with the highest examination rating and acceptable levels of risk,
and risk-based capital (which, for Cornerstone, consists of core capital and
general valuation allowances) of 8.0% of risk-weighted assets (assets are
weighted at percentage levels ranging from 0% to 100% depending on their
relative risk).

The following table summarizes Cornerstones regulatory capital requirements
and actual capital at September 30, 2002.

|                       |  |                |        |                     |  |             |      |         |  |        |        |         |  |             |     |   |  |                      |        |  |  |  |      |   |  |            |         | 
|---------------------- |  | -------------- | ------ | ------------------- |  | ----------- | ---- | ------- |  | ------ | ------ | ------- |  | ----------- | --- | - |  | -------------------- | ------ |  |  |  | ---- | - |  | ---------- | ------- | 
|                       |  |                |        |                     |  |             |      |         |  |        |        |         |  |             |     |   |  | Excess of actual     |        |  |  | 
|                       |  |                |        |                     |  |             |      |         |  |        |        |         |  |             |     |   |  | capital over current |        |  |  | 
|                       |  | Actual capital |        | Current requirement |  | requirement |      |         |  |       
|                       |  |                |        |                     |  |             |      |         |  |       
|                       |  |                |        |                     |  |             |      |         |  |        |        |         |  |             |     |   |  |                      |        |  |  |  |      |   |  | Applicable
|(Dollars in thousands) |  | Amount         |        | Percent             |  | Amount      |      | Percent |  | Amount |        | Percent |  | Asset Total
|                       |  |                |        |                     |  |             |      |         |  |        |        |         |  |            
|Tangible capital       |  | $              | 41,949 |                     |  |             | 12.2 | %       |  | $      | 5,149  |         |  |             | 1.5 | % |  | $                    | 36,800 |  |  |  | 10.7 | % |  | $          | 343,288 | 
|                      
|                      
|                      
|                      
|Core capital           |  |                | 41,949 |                     |  |             | 12.2 |         |  |        | 13,771 |         |  |             | 4.0 |   |  |                      | 28,178 |  |  |  | 8.2  |   |  |            | 343,288 | 
|                      
|                      
|                      
|                      
|Risk-based capital     |  |                | 43,618 |                     |  |             | 18.1 |         |  |        | 19,255 |         |  |             | 8.0 |   |  |                      | 24,363 |  |  |  | 10.1 |   |  |            | 240,683 | 

Cornerstone is considered to be well capitalized under current regulatory
guidelines.

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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATIONQUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK




Item 3. Quantitative and Qualitative Disclosure About Market Risk

The Companys primary market risk exposure is interest rate risk and, to a
lesser extent, liquidity risk. Interest rate risk is the risk that the
Companys financial condition will be adversely affected due to movements in
interest rates. The income of financial institutions is primarily derived from
the excess of interest earned on interest-earning assets over the interest paid
on interest-bearing liabilities. One method used to analyze the Companys
sensitivity to changes in interest rates is the net portfolio value (NPV)
methodology. NPV is generally considered to be the present value of the
difference between expected incoming cash flows on interest-earning and other
assets and expected outgoing cash flows on interest-bearing and other
liabilities.

The following tables present an analysis of the potential sensitivity of the
Banks net present value of its financial instruments to sudden and sustained
changes in the prevailing interest rates.

|                       |  |                    |        |                   |  |          |     |          |  |          |       |       |  |   |        |   |  |  |     |    |  |  |       |  
|---------------------- |  | ------------------ | ------ | ----------------- |  | -------- | --- | -------- |  | -------- | ----- | ----- |  | - | ------ | - |  |  | --- | -- |  |  | ----- | -
|                       |  | September 30, 2002 |        | December 31, 2001
|Change in              |  |                    |        |                  
|Interest Rate          |  | $ Change           |        | NPV               |  | % Change |     | $ Change |  | % Change |       | NPV  
|(Basis Points)         |  | In NPV             |        | Ratio             |  | In NPV   |     | In NPV   |  | In NPV   |       | Ratio
|                       |  |                    |        |                   |  |          |     |          |  |          |       |      
|(Dollars in Thousands)
|+200                   |  | $                  | (2,774 | )                 |  |          | (6  | )%       |  |          | 12.66 | %     |  | $ | (9,449 | ) |  |  | (23 | )% |  |  | 9.71  | %
|                      
|                      
|                      
|                      
|+100                   |  |                    | 1,700  |                   |  |          | 3   |          |  |          | 13.72 |       |  |   | (4,192 | ) |  |  | (10 | )  |  |  | 11.05 |  
|                      
|                      
|                      
|                      
|-                      |  |                    |       |                   |  |          |    |          |  |          | 13.11 |       |  |   |       |   |  |  |    |    |  |  | 12.05 |  
|                      
|                      
|                      
|                      
|(100)                  |  |                    | (2,922 | )                 |  |          | (6  | )        |  |          | 12.19 |       |  |   | 2,619  |   |  |  | 6   |    |  |  | 12.62 |  
|                      
|                      
|                      
|                      
|(200)                  |  |                    | (6,524 | )                 |  |          | (13 | )        |  |          | 11.11 |       |  |   | 2,754  |   |  |  | 7   |    |  |  | 12.51 |  

Since December 31, 2001 interest rates have declined to historically low
levels. As a result, many of the Banks deposits are within 200 basis points of
a zero interest rate floor. As the September 30, 2002 table suggests, should
overall rates and loan yields continue to decline, the Banks inability to
reduce rates below the zero floor could negatively impact Cornerstones NPV and
future earnings.

As with any method of measuring interest rate risk, certain shortcomings are
inherent in the NPV approach. For example, although certain assets and
liabilities may have similar maturities or periods of repricing, they may react
in different degrees to changes in market interest rates. Also, the interest
rates on certain types of assets and liabilities may fluctuate in advance of
changes in market interest rates, while interest rates on other types may lag
behind changes in market rates. Further, in the event of a change in interest
rates, expected rates of prepayment on loans and mortgage-backed securities and
early withdrawal levels from certificates of deposit would likely deviate
significantly from those assumed in making risk calculations.

16



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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATIONCONTROLS AND PROCEDURES




Item 4. Controls and procedures

With the participation and under the supervision of the Companys management,
including the Companys Chief Executive Officer and Chief Financial Officer,
and within 90 day s of the filing date of this quarterly report, the Companys
Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of the design and operation of the Companys disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14© and 15(d) 14()) and,
based on their evaluation, have concluded that the disclosure controls and
procedures are effective. There were no significant changes in the Companys
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
action with regard to significant deficiencies and material weaknesses.

17



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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION



















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                                                         
|         |  | None                                                                                    
|         |  |                                                                                         
|        
|        
|        
|        
|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                                                                            
|         |  | 99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 1992.           
|         |  | 99.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 1992.           
|         |  |                                                                                         
|         |  | (b) No current reports on Form 8-K were filed by the Registrant during the quarter ended
|         |  | September 30, 2002.                                                                     

18



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##### Table of Contents






SIGNATURES

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.

|                               |  |                                                                                                                  
|------------------------------ |  | -----------------------------------------------------------------------------------------------------------------
|                               |  | WESTERN OHIO FINANCIAL CORPORATION(Registrant)                                                                   
|                              
|Date:        November 13, 2002 |  | /s/John W. RaisbeckJohn W. Raisbeck
President and Chief Executive Officer
(Principal Executive Officer)          
|                              
|Date:       November 13, 2002  |  | /s/Craig F. FortinCraig F. Fortin
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

19



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##### Table of Contents



CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

CERTIFICATIONS FOR QUARTERLY REPORT ON FORM 10-Q

I, John W. Raisbeck certify that:



|1) |  | I have reviewed this quarterly report on Form 10-Q of Western Ohio
Financial Corporation;                                                                                                                                                                                                                                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2) |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3) |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4) |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                     



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5) |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        



|6) |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 13, 2002

/s/ John W. Raisbeck
John W. Raisbeck
President and Chief Executive Officer

20



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##### Table of Contents



CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

CERTIFICATIONS FOR QUARTERLY REPORT ON FORM 10-Q

I, Craig F. Fortin certify that:



|7)  |  | I have reviewed this quarterly report on Form 10-Q of Western Ohio
Financial Corporation;                                                                                                                                                                                                                                     
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|8)  |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|   
|9)  |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|   
|10) |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                     



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|11) |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        



|12) |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 13, 2002

/s/ Craig F. Fortin
Craig F. Fortin
Chief Financial Officer

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