##### Table of Contents



UNITED STATES

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 the Quarterly Period ended March 31, 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 |  | (IRS Employer      
|incorporation or organization)  |  | 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:                       |  | Outstanding at May 9, 2002
|Common stock, $.01 par value |  | 1,767,527 common shares   





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TABLE OF CONTENTS



|                                           |                                                                                               |                                                            |  |  |  |  |  | 
|------------------------------------------ | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------- |  |  |  |  |  | 
|PART I - FINANCIAL INFORMATION (UNAUDITED)
|                                           | Item 1. Condensed Financial Statements                                                       
|                                           |                                                                                               | CONSOLIDATED BALANCE SHEETS                               
|                                           |                                                                                               | CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|                                           |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS                     
|                                           |                                                                                               | NOTES TO CONDENSED CONSOLIDATED 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                            
|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                                



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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
|                                          
|PART II  OTHER INFORMATION                |                                                                                       | 
|                                          
|Item 1.                                    | Legal Proceedings                                                                     |  | 17
|                                          
|Item 2.                                    | Changes in Securities and Use of Proceeds                                             |  | 17
|                                          
|Item 3.                                    | Defaults Upon Senior Securities                                                       |  | 17
|                                          
|Item 4.                                    | Submission of Matters to a Vote of Security Holders                                   |  | 17
|                                          
|Item 5.                                    | Other Information                                                                     |  | 17
|                                          
|Item 6.                                    | Exhibits and Reports on Form 8-K                                                      |  | 17
|                                          
|SIGNATURES                                 |                                                                                       |  | 18



|  
|--
|  
|2.



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WESTERN OHIO FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)



---

Item 1. Condensed Financial Statements

(Amounts in thousands, except share data)

|                                     |                                                                                    |                            |                                            |         |           |         |              |         |         |         | 
|------------------------------------ | ---------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | ------- | --------- | ------- | ------------ | ------- | ------- | ------- | 
|                                     |                                                                                    |                            |                                            |         | March 31, |         | December 31,
|                                     |                                                                                    |                            |                                            |         | 2002      |         | 2001        
|                                     |                                                                                    |                            |                                            |         |           |         |             
|ASSETS                               |                                                                                    |                            |                                            |         |           |         |              |        
|                                     | Cash and cash equivalents                                                          |                            | $                                          | 5,817   |           |         | $            | 16,915  |        
|                                     | Securities available for sale                                                      |                            |                                            | 55,082  |           |         |              | 39,648  |        
|                                     | Federal Home Loan Bank stock                                                       |                            |                                            | 8,663   |           |         |              | 8,568   |        
|                                     | Loans, net                                                                         |                            |                                            | 274,347 |           |         |              | 269,300 |        
|                                     | Premises and equipment, net                                                        |                            |                                            | 4,782   |           |         |              | 4,888   |        
|                                     | Other assets                                                                       |                            |                                            | 3,002   |           |         |              | 2,392   |        
|                                     |                                                                                    |                            |                                            |         |           |         |              |        
|                                     |                                                                                    |                            | Total assets                               |         | $         | 351,693 |              |         | $       | 341,711 | 
|                                     |                                                                                    |                            |                                            |         |           |         |              |        
|LIABILITIES AND SHAREHOLDERS EQUITY |                                                                                    |                            |                                            |         |           |         |              |        
|                                     | Deposits                                                                           |                            | $                                          | 220,231 |           |         | $            | 220,287 |        
|                                     | Borrowed funds                                                                     |                            |                                            | 86,593  |           |         |              | 76,655  |        
|                                     | Other liabilities                                                                  |                            |                                            | 2,905   |           |         |              | 2,824   |        
|                                     |                                                                                    |                            |                                            |         |           |         |              |        
|                                     |                                                                                    | Total liabilities          |                                            |         | 309,729   |         |              |         | 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                                                         |                            |                                            | 40,575  |           |         |              | 40,622  |        
|                                     | Accumulated other comprehensive income (loss)                                      |                            |                                            | (127    | )         |         |              | 63      |        
|                                     | Unearned employee stock ownership plan shares                                      |                            |                                            | (536    | )         |         |              | (595    | )      
|                                     | Unearned management recognition plan shares                                        |                            |                                            | (63     | )         |         |              | (72     | )      
|                                     | Shares held by deferred compensation plan                                          |                            |                                            | (173    | )         |         |              | (173    | )      
|                                     | Treasury stock; 882,074 and 889,499 shares, at cost                                |                            |                                            | (17,987 | )         |         |              | (18,157 | )      
|                                     | Retained earnings                                                                  |                            |                                            | 20,249  |           |         |              | 20,231  |        
|                                     |                                                                                    |                            |                                            |         |           |         |              |        
|                                     |                                                                                    | Total shareholders equity |                                            |         | 41,964    |         |              |         | 41,945  |        
|                                     |                                                                                    |                            |                                            |         |           |         |              |        
|                                     |                                                                                    |                            | Total liabilities and shareholders equity |         | $         | 351,693 |              |         | $       | 341,711 | 
|                                     |                                                                                    |                            |                                            |         |           |         |              |        

|                                                                       |  |   
|---------------------------------------------------------------------- |  | --
|                                                                      
|See accompanying notes to condensed consolidated financial statements. |  | 3.



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

(Amounts in thousands, except per share data)

|                                                    |  |                                               |       |                    |       |      |       |   |       | 
|--------------------------------------------------- |  | --------------------------------------------- | ----- | ------------------ | ----- | ---- | ----- | - | ----- | 
|                                                    |  |                                               |       | Three Months Ended
|                                                    |  |                                               |       | March 31,         
|                                                    |  |                                               |       |                   
|                                                    |  |                                               |       | 2002               |       | 2001
|                                                    |  |                                               |       |                    |       |     
|Interest and dividend income                        |  |                                               |       |                    |       |      |       |  
|                                                    |  | Loans, including fees                         |       | $                  | 4,745 |      |       | $ | 5,679 | 
|                                                    |  | Securities                                    |       |                    | 602   |      |       |   | 767   | 
|                                                    |  | Interest-bearing deposits and overnight funds |       |                    | 27    |      |       |   | 10    | 
|                                                    |  | Other interest and dividend income            |       |                    | 95    |      |       |   | 143   | 
|                                                    |  |                                               |       |                    |       |      |       |  
|                                                    |  |                                               | 5,469 |                    |       |      | 6,599 |  
|                                                    |  |                                               |       |                    |       |      |       |  
|Interest expense                                    |  |                                               |       |                    |       |      |       |  
|                                                    |  | Deposits                                      |       |                    | 2,035 |      |       |   | 2,716 | 
|                                                    |  | Borrowed funds                                |       |                    | 1,037 |      |       |   | 1,398 | 
|                                                    |  |                                               |       |                    |       |      |       |  
|                                                    |  |                                               | 3,072 |                    |       |      | 4,114 |  
|                                                    |  |                                               |       |                    |       |      |       |  
|Net interest income                                 |  |                                               | 2,397 |                    |       |      | 2,485 |  
|Provision for loan losses                           |  |                                               | 84    |                    |       |      | 105   |  
|                                                    |  |                                               |       |                    |       |      |       |  
|Net interest income after provision for loan losses |  |                                               | 2,313 |                    |       |      | 2,380 |  
|                                                    |  |                                               |       |                    |       |      |       |  
|Noninterest income                                  |  |                                               |       |                    |       |      |       |  
|                                                    |  | Service charges                               |       |                    | 508   |      |       |   | 375   | 
|                                                    |  | Net gain on sale of loans                     |       |                    | 60    |      |       |   | 22    | 
|                                                    |  | Net gain on sale of securities                |       |                    |      |      |       |   | 3     | 
|                                                    |  | Other                                         |       |                    | 6     |      |       |   | 5     | 
|                                                    |  |                                               |       |                    |       |      |       |  
|                                                    |  |                                               | 574   |                    |       |      | 405   |  
|Noninterest expense                                 |  |                                               |       |                    |       |      |       |  
|                                                    |  | Salaries and employee benefits                |       |                    | 1,128 |      |       |   | 1,015 | 
|                                                    |  | Occupancy and equipment                       |       |                    | 227   |      |       |   | 211   | 
|                                                    |  | Federal deposit insurance                     |       |                    | 9     |      |       |   | 10    | 
|                                                    |  | State franchise taxes                         |       |                    | 134   |      |       |   | 135   | 
|                                                    |  | Professional service                          |       |                    | 85    |      |       |   | 94    | 
|                                                    |  | Advertising                                   |       |                    | 83    |      |       |   | 70    | 
|                                                    |  | Data processing                               |       |                    | 202   |      |       |   | 185   | 
|                                                    |  | Other                                         |       |                    | 340   |      |       |   | 250   | 
|                                                    |  |                                               |       |                    |       |      |       |  
|                                                    |  |                                               | 2,208 |                    |       |      | 1,970 |  
|                                                    |  |                                               |       |                    |       |      |       |  
|Income before income taxes                          |  |                                               | 679   |                    |       |      | 815   |  
|Income tax expense                                  |  |                                               | 230   |                    |       |      | 293   |  
|                                                    |  |                                               |       |                    |       |      |       |  
|Net income                                          |  |                                               | 449   |                    |       |      | 522   |  
|Other comprehensive income (loss)                   |  |                                               | (190  | )                  |       |      | 427   |  
|                                                    |  |                                               |       |                    |       |      |       |  
|Comprehensive income                                |  | $                                             | 259   |                    |       | $    | 949   |  
|                                                    |  |                                               |       |                    |       |      |       |  
|Earnings per common share                           |  |                                               |       |                    |       |      |       |  
|                                                    |  | Basic                                         |       | $                  | .26   |      |       | $ | .30   | 
|                                                    |  | Diluted                                       |       | $                  | .26   |      |       | $ | .30   | 
|Dividends per common share                          |  | $                                             | .25   |                    |       | $    | .25   |  

|                                                                       |  |   
|---------------------------------------------------------------------- |  | --
|                                                                      
|See accompanying notes to condensed consolidated financial statements. |  | 4.



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



---

|                                                 |                                                               |                                    |                                   |         |                    |         |       |        |        |       |  
|------------------------------------------------ | ------------------------------------------------------------- | ---------------------------------- | --------------------------------- | ------- | ------------------ | ------- | ----- | ------ | ------ | ----- | -
|                                                 |                                                               |                                    |                                   |         | Three Months Ended
|(Amount in thousands)                            |                                                               | March 31,                         
|                                                 |                                                               |                                    |                                   |         | 2002               |         | 2001 
|                                                 |                                                               |                                    |                                   |         |                    |         |      
|Net cash from operating activities               |                                                               | $                                  | 794                               |         |                    | $       | 1,050 |       
|Cash flows from investing activities             |                                                               |                                    |                                   |         |                    |         |       |       
|                                                 | Securities available for sale:                                |                                    |                                   |         |                    |         |       |        |       
|                                                 |                                                               |                                    | Maturities and principal payments |         |                    | 3,624   |       |        |        | 1,485 |  
|                                                 |                                                               |                                    | Purchases                         |         |                    | (19,448 | )     |        |        | (497  | )
|                                                 |                                                               |                                    | Sales                             |         |                    |        |       |        |        | 4,622 |  
|                                                 | Net (increase) decrease in loans                              |                                    |                                   | 5,658   |                    |         |       | 979    |       
|                                                 | Purchase of loans                                             |                                    |                                   | (10,836 | )                  |         |       | (773   | )     
|                                                 | Premises and equipment expenditures                           |                                    |                                   | (62     | )                  |         |       | (90    | )     
|                                                 | Proceeds from sale of premises and equipment                  |                                    |                                   |        |                    |         |       | 21     |       
|                                                 |                                                               |                                    |                                   |         |                    |         |       |       
|                                                 |                                                               | Net cash from investing activities |                                   |         | (21,064            | )       |       |        | 5,747  |      
|                                                 |                                                               |                                    |                                   |         |                    |         |       |       
|Cash flows from financing activities             |                                                               |                                    |                                   |         |                    |         |       |       
|                                                 | Net change in deposits                                        |                                    |                                   | (56     | )                  |         |       | 4,451  |       
|                                                 | Net change in advances from borrowers for taxes and insurance |                                    |                                   | (358    | )                  |         |       | (342   | )     
|                                                 | Purchase of treasury stock                                    |                                    |                                   |        |                    |         |       | (689   | )     
|                                                 | Cash dividends paid                                           |                                    |                                   | (441    | )                  |         |       | (463   | )     
|                                                 | Proceeds from exercise of stock options                       |                                    |                                   | 89      |                    |         |       | 5      |       
|                                                 | Net increase (decrease) in short-term borrowings              |                                    |                                   | 1,600   |                    |         |       | (8,900 | )     
|                                                 | Proceeds from FHLB advances                                   |                                    |                                   | 12,000  |                    |         |       | 2,500  |       
|                                                 | Repayments on FHLB advances                                   |                                    |                                   | (3,662  | )                  |         |       | (393   | )     
|                                                 |                                                               |                                    |                                   |         |                    |         |       |       
|                                                 |                                                               | Net cash from financing activities |                                   |         | 9,172              |         |       |        | (3,831 | )    
|                                                 |                                                               |                                    |                                   |         |                    |         |       |       
|Net change in cash and cash equivalents          |                                                               |                                    | (11,098                           | )       |                    |         | 2,966 |       
|Cash and cash equivalents at beginning of period |                                                               |                                    | 16,915                            |         |                    |         | 4,805 |       
|                                                 |                                                               |                                    |                                   |         |                    |         |       |       
|Cash and cash equivalents at end of period       |                                                               | $                                  | 5,817                             |         |                    | $       | 7,771 |       
|                                                 |                                                               |                                    |                                   |         |                    |         |       |       

|                                                                       |  |   
|---------------------------------------------------------------------- |  | --
|                                                                      
|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 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America 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 of America 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 (Western) 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 transaction and
balances are eliminated in consolidation.

Use of Estimates: To prepare financial statements in conformity with
accounting principles generally accepted in the United States of America,
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 includes the dilutive effect of
additional potential common shares issuable under stock options.

A new accounting standard dealing with asset retirement obligations will apply
for 2003. The Corporation does not believe this standard will have a material
affect on its financial condition or results of operations.

Effective January 1, 2002, the Corporation adopted a new accounting standard
issued by the Financial Accounting Standards Board on impairment and disposal
of long-lived assets. The effect of this standard on the financial position
and results of operations of the Corporation was not material.

|            |  |   
|----------- |  | --
|           
|(Continued) |  | 6.



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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



---

NOTE 2  SECURITIES

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

|                       |                            |       |           |        |            |  |            |     |       |  |   |      |   |  |   |        | 
|---------------------- | -------------------------- | ----- | --------- | ------ | ---------- |  | ---------- | --- | ----- |  | - | ---- | - |  | - | ------ | 
|(Amounts in thousands) |                            | Gross |           | Gross  |            |  |            |    
|                       |                            |       | Amortized |        | Unrealized |  | Unrealized |     | Fair 
|                       |                            |       | Cost      |        | Gains      |  | Loss       |     | Value
|                       |                            |       |           |        |            |  |            |     |      
|March 31, 2002         |                            |       |           |        |            |  |            |     |       |  |   |      |   |  |   |       
|                       | U.S. government agencies   |       | $         | 4,164  |            |  | $          |    |       |  | $ | (82  | ) |  | $ | 4,082  | 
|                       | Municipal Securities       |       |           | 1,633  |            |  |            |    |       |  |   | (76  | ) |  |   | 1,557  | 
|                       | Mortgage-backed securities |       |           | 49,478 |            |  |            | 241 |       |  |   | (276 | ) |  |   | 49,443 | 
|                       |                            |       |           |        |            |  |            |     |       |  |   |      |   |  |   |       
|                       | Total                      |       | $         | 55,275 |            |  | $          | 241 |       |  | $ | (434 | ) |  | $ | 55,082 | 
|                       |                            |       |           |        |            |  |            |     |       |  |   |      |   |  |   |       
|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 | 
|                       |                            |       |           |        |            |  |            |     |       |  |   |      |   |  |   |       

There were no sales during the three months ended March 31, 2002. Gross
proceeds from sales of securities during the three months ended March 31, 2001
were $4,589, 000, with gross gains of $3,000 included in earnings.

NOTE 3  LOANS

Loans were as follows:

|                                 |                                                |             |         |              |         |   |         |         |         | 
|-------------------------------- | ---------------------------------------------- | ----------- | ------- | ------------ | ------- | - | ------- | ------- | ------- | 
|(Amounts in thousands)           |                                                | March 31,   |         | December 31,
|                                 |                                                | 2002        |         | 2001        
|                                 |                                                |             |         |              |         |  
|First mortgage loans secured by: |                                                |             |         |              |         |   |         |        
|                                 | One to four family residential                 |             | $       | 149,246      |         |   | $       | 154,915 |        
|                                 | Other properties                               |             |         | 77,088       |         |   |         | 68,841  |        
|                                 | Construction properties                        |             |         | 4,151        |         |   |         | 3,737   |        
|                                 |                                                |             |         |              |         |   |         |        
|                                 |                                                |             | 230,485 |              |         |   | 227,493 |        
|Other loans:                     |                                                |             |         |              |         |   |         |        
|                                 | Consumer                                       |             |         | 1,101        |         |   |         | 1,289   |        
|                                 | Commercial                                     |             |         | 26,573       |         |   |         | 24,415  |        
|                                 | Home equity                                    |             |         | 19,752       |         |   |         | 19,468  |        
|                                 |                                                |             |         |              |         |   |         |        
|                                 |                                                |             | 47,426  |              |         |   | 45,172  |        
|                                 |                                                |             |         |              |         |   |         |        
|                                 |                                                | Total loans |         |              | 277,911 |   |         |         | 272,665 | 
|Less:                            |                                                |             |         |              |         |   |         |        
|                                 | Net deferred loan fees, premiums and discounts |             |         | (164         | )       |   |         | (117    | )      
|                                 | Loans in process                               |             |         | (1,648       | )       |   |         | (1,553  | )      
|                                 | Allowance for loan losses                      |             |         | (1,752       | )       |   |         | (1,695  | )      
|                                 |                                                |             |         |              |         |   |         |        
|                                 |                                                | $           | 274,347 |              |         | $ | 269,300 |        
|                                 |                                                |             |         |              |         |   |         |        

|            |  |   
|----------- |  | --
|           
|(Continued) |  | 7.



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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



---

NOTE 3  LOANS (Continued)

Activity in the allowance for loan losses was as follows:

(Amount in thousands)

|                          |  |                    |       |      |  |   |       |  
|------------------------- |  | ------------------ | ----- | ---- |  | - | ----- | -
|                          |  | Three Months Ended
|                          |  | March 31,         
|                          |  |                   
|                          |  | 2002               |       | 2001
|                          |  |                    |       |     
|Beginning balance         |  | $                  | 1,695 |      |  | $ | 1,665 |  
|Provision for loan losses |  |                    | 84    |      |  |   | 105   |  
|Recoveries                |  |                    | 251   |      |  |   | 20    |  
|Charge-offs               |  |                    | (278  | )    |  |   | (50   | )
|                          |  |                    |       |      |  |   |       |  
|Ending balance            |  | $                  | 1,752 |      |  | $ | 1,740 |  
|                          |  |                    |       |      |  |   |       |  

Nonperforming loans were $1,747,000 and $2,818,000 at March 31, 2002 and
December 31, 2001.

Impaired loans were as follows:

|                                                  |  |           |     |              |  |   |       | 
|------------------------------------------------- |  | --------- | --- | ------------ |  | - | ----- | 
|                                                  |  | March 31, |     | December 31,
|                                                  |  | 2002      |     | 2001        
|                                                  |  |           |     |             
|Loans with no allocated allowance for loan losses |  | $         | 196 |              |  | $ | 829   | 
|Loans with allocated allowance for loan losses    |  |           |    |              |  |   | 208   | 
|                                                  |  |           |     |              |  |   |       | 
|Total                                             |  | $         | 196 |              |  | $ | 1,037 | 
|                                                  |  |           |     |              |  |   |       | 
|Amount of the allowance for loan losses allocated |  | $         |    |              |  | $ | 86    | 

NOTE 4  DEPOSITS

Deposits were as follows:

(Amounts in thousands)

|                               |                                      |   |           |         |              |   |         |         | 
|------------------------------ | ------------------------------------ | - | --------- | ------- | ------------ | - | ------- | ------- | 
|                               |                                      |   | March 31, |         | December 31,
|                               |                                      |   | 2002      |         | 2001        
|                               |                                      |   |           |         |             
|Checking  Noninterest bearing |                                      | $ | 9,071     |         |              | $ | 8,637   |        
|Checking  Interest bearing    |                                      |   | 14,383    |         |              |   | 13,094  |        
|Money market accounts          |                                      |   | 57,903    |         |              |   | 57,500  |        
|Passbook and savings accounts  |                                      |   | 11,660    |         |              |   | 11,465  |        
|Certificates of Deposit:       |                                      |   |           |         |              |   |         |        
|                               | In denominations under $100,000      |   |           | 104,992 |              |   |         | 107,843 | 
|                               | In denominations of $100,000 or more |   |           | 22,222  |              |   |         | 21,748  | 
|                               |                                      |   |           |         |              |   |         |        
|                               |                                      | $ | 220,231   |         |              | $ | 220,287 |        
|                               |                                      |   |           |         |              |   |         |        

|            |  |   
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|           
|(Continued) |  | 8.



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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



---

NOTE 5  BORROWED FUNDS

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

(Amounts in thousands)

|                           |                         |  |                |        |                   |  |          |      |              |  |   |        |          |  |  |      |  
|-------------------------- | ----------------------- |  | -------------- | ------ | ----------------- |  | -------- | ---- | ------------ |  | - | ------ | -------- |  |  | ---- | -
|                           |                         |  | March 31, 2002 |        | December 31, 2001
|                           |                         |  |                |        |                  
|                           |                         |  |                |        |                   |  | Weighted |      |              |  |   |        | Weighted
|                           |                         |  | Balance        |        | Average Rate      |  | Balance  |      | Average Rate
|                           |                         |  |                |        |                   |  |          |      |             
|FHLB advances maturing in: |                         |  |                |        |                   |  |          |      |              |  |   |        |          |  |  |     
|                           | One year or less        |  | $              | 12,655 |                   |  |          | 4.76 | %            |  | $ | 14,325 |          |  |  | 5.75 | %
|                           | Over 1 year to 3 years  |  |                | 21,151 |                   |  |          | 4.63 |              |  |   | 9,335  |          |  |  | 6.58 |  
|                           | Over 3 years to 5 years |  |                | 57     |                   |  |          | 6.89 |              |  |   | 730    |          |  |  | 6.60 |  
|                           | Over 5 years            |  |                | 52,730 |                   |  |          | 5.15 |              |  |   | 52,265 |          |  |  | 5.15 |  
|                           |                         |  |                |        |                   |  |          |      |              |  |   |        |          |  |  |     
|                           | Total                   |  | $              | 86,593 |                   |  |          | 4.97 | %            |  | $ | 76,655 |          |  |  | 5.45 | %
|                           |                         |  |                |        |                   |  |          |      |              |  |   |        |          |  |  |     

NOTE 6  EARNINGS PER COMMON SHARE

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

(Amounts in thousands, except per share data)

|                                |                                            |  |                    |       |      |  |   |       |  
|------------------------------- | ------------------------------------------ |  | ------------------ | ----- | ---- |  | - | ----- | -
|                                |                                            |  | Three Months Ended
|                                |                                            |  | March 31,         
|                                |                                            |  |                   
|                                |                                            |  | 2002               |       | 2001
|                                |                                            |  |                    |       |     
|Basic earnings per common share |                                            |  |                    |       |      |  |   |      
|                                | Net income                                 |  | $                  | 449   |      |  | $ | 522   |  
|                                |                                            |  |                    |       |      |  |   |      
|                                | Weighted average common shares
outstanding |  |                    | 1,760 |      |  |   | 1,804 |  
|                                | Less: Average unallocated ESOP
shares      |  |                    | (37   | )    |  |   | (52   | )
|                                | Less: Average nonvested MRP shares         |  |                    | (4    | )    |  |   | (4    | )
|                                |                                            |  |                    |       |      |  |   |      
|                                | Average shares                             |  |                    | 1,719 |      |  |   | 1,748 |  
|                                |                                            |  |                    |       |      |  |   |      
|                                | Basic earnings per common share            |  | $                  | .26   |      |  | $ | .30   |  
|                                |                                            |  |                    |       |      |  |   |      

|            |  |   
|----------- |  | --
|           
|(Continued) |  | 9.



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##### Table of Contents



WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



---

NOTE 6  EARNINGS PER COMMON SHARE (Continued)

|                                  |                                                                                 |  |                    |       |      |  |   |       | 
|--------------------------------- | ------------------------------------------------------------------------------- |  | ------------------ | ----- | ---- |  | - | ----- | 
|                                  |                                                                                 |  | Three Months Ended
|                                  |                                                                                 |  | March 31,         
|                                  |                                                                                 |  |                   
|                                  |                                                                                 |  | 2002               |       | 2001
|                                  |                                                                                 |  |                    |       |     
|Diluted earnings per common share |                                                                                 |  |                    |       |      |  |   |      
|                                  | Net income                                                                      |  | $                  | 449   |      |  | $ | 522   | 
|                                  |                                                                                 |  |                    |       |      |  |   |      
|                                  | Weighted average common shares
outstanding for basic earnings per
common shares |  |                    | 1,719 |      |  |   | 1,748 | 
|                                  | Add: Dilutive effects of average
nonvested MRP shares                           |  |                    |      |      |  |   |      | 
|                                  | Add: Dilutive effects of stock options                                          |  |                    | 15    |      |  |   | 11    | 
|                                  |                                                                                 |  |                    |       |      |  |   |      
|                                  | Average shares and dilutive potential
common shares                             |  |                    | 1,734 |      |  |   | 1,759 | 
|                                  |                                                                                 |  |                    |       |      |  |   |      
|                                  | Diluted earnings per common share                                               |  | $                  | .26   |      |  | $ | .30   | 
|                                  |                                                                                 |  |                    |       |      |  |   |      

Stock options covering 78,736 and 105,808 shares of common stock were not
considered in computing diluted earnings per common share for the three months
ended March 31, 2002 and 2001, as they were antidilutive. In addition,
nonvested MRP awards for 3,513 shares and 4,861 of common stock were not
considered in computing diluted earnings per common share for the three months
ended March 31, 2002 and March 31, 2001.

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|10.



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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 Corporation as of March
31, 2002 as compared to December 31, 2001, and the results of operations for
the three months ended March 31, 2002, compared with the same period 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 Corporation with the
Securities and Exchange Commission, in the Corporation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 Corporations market area, changes in policies by regulatory
agencies, fluctuations in interest rates, demand for loans in the Corporation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 Corporation 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 Corporations financial
performance and could cause the Corporations actual results for future periods
to differ materially from those anticipated or projected.

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

Analysis of Financial Condition

Consolidated assets of the Corporation totaled $351.7 million at March 31,
2002, an increase of $10.0 million from the December 31, 2001, total of $341.7
million. The primary increase in assets is a result of an increase of $15.5
million in securities available for sale and the purchase of $10.8 million in
loans, offset by a decrease in cash and cash equivalents of $11.1 million. The
increase in assets was primarily funded by an increase in FHLB advances of $9.9
million.

Net loans increased $5.0 million during the three months ended March 31, 2002
to $274.3 from $269.3 million at December 31, 2001. Other commercial loans
increased $2.2 million to $26.6 million at March 31, 2002 from $24.4 million at
December 31, 2001. Additionally, other real estate mortgage loans increased
$8.3 million from $68.8 million at December 31, 2001 to $77.1 million at March
31, 2002. This increase is due primarily to the purchase of $10.8 million in
participation loans offset by normal principal payments. Traditional
one-to-four family residential mortgage loans decreased $5.7 million to $149.2
at March 31, 2002 from $154.9 million at December 31, 2001. This decrease was
due to loans sales, payoffs and amortizations exceeding new loan originations
during the quarter.

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



---

Cash and cash equivalents decreased by $11.1 million to $5.8 million on March
31, 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
loans and securities during the quarter.

Securities available for sale increased $15.5 million from $39.6 million at
December 31, 2001, to $55.1 million on March 31, 2002. The increase was due to
the purchase of $19.4 million of securities available for sale, offset by
maturities and principal payments.

Deposits at March 31, 2002 totaled $220.2 million, a decrease of $56,000 from
$220.3 million at December 31, 2001. The decrease occurred primarily in
certificates of deposits, which decreased $2.4 million, or 1.8% as deposits
moved to shorter-term more liquid accounts. Savings and money market accounts
increased $600,000 to $69.6 million as of March 31, 2002 compared to $69.0
million on December 31, 2001. Deposits in interest-bearing checking accounts
increased $1.2 million due to the introduction of a non-profit sweep product.

FHLB advances at March 31, 2002 totaled $86.6 million, an increase of $9.9
million or 12.9% from $76.7 million at December 31, 2001. Advances increased to
fund security purchases during the period. The majority of borrowed funds are
invested in loans to leverage the Corporations excess capital and improve the
Corporations return on equity over time.

Total shareholders equity increased $19,000 from $41.9 million at December 31,
2001, to $42.0 million at March 31, 2002. This increase is primarily due to
the exercise of stock options and issuance of management recognition plan
shares, offset by a decrease of $190,000 in comprehensive income.

As of March 31, 2002, the Corporation had commitments to make $2.5 million of
residential loans. It is expected that these loans will be funded within 30
days. The Corporation also had $1.6 million in commitments to fund loans on
residential properties under construction. These commitments are anticipated
to be filled within three to six months. Unused commercial lines of credit
were $7.2 million and unused home equity lines of credit were $13.3 million.
Commitments to originate consumer loans total $640,000 and commitments to fund
commercial loans total $4.5 million.

Results of Operations

Operating results of the Corporation are affected by general economic
conditions, monetary and fiscal policies of federal agencies and policies of
agencies regulating financial institutions. The Corporation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 availability of
funds for lending activities.

The Corporation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 Corporations
net income of $449,000 for the three months ended March 31, 2002, represented a
decrease of $73,000 or 14%, compared to the same period in 2001. The returns on
average assets and average shareholders equity for the three months

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



---

ended March 31, 2002 were 0.52% and 4.24%, respectively, compared to 0.59% and
4.95% for the same period in 2001. Basic earnings per share decreased $.04 per
share from $.30 per share for the three months ended March 31, 2001 to $.26 per
share for 2002.

Net interest income is the largest component of the Corporation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 $2,397,000 for the three months ended March 31, 2002, compared to
$2,485,000 for the same period in 2001. The decrease in net interest income of
$88,000 is primarily due to lower interest rates on loans and securities,
partially offset by lower rates on interest bearing liabilities. Net interest
margin decreased to 2.87% for the three months ended March 31, 2002 from 2.90%
for the same period in 2001. Cornerstone is more sensitive to rising rates than
declining rates. From an overall perspective, such difference in sensitivity
occurs principally because, as rates rise, borrowers do not prepay fixed-rate
loans as quickly as they do when interest rates are declining. Thus, in a
rising interest rate environment, because Cornerstone has primarily fixed-rate
loans in its loan portfolio, the amount of interest Cornerstone would receive
on its loans would increase relatively slowly as loans are slowly prepaid and
new loans at higher rates are made. Moreover, the interest Cornerstone would
pay on its deposits would increase relatively rapidly because Cornerstones
deposits generally have shorter periods to repricing.

Interest and fees on loans totaled $4,745,000 for the three months ended March
31, 2002 compared to $5,679,000 for the three months ended March 31, 2001. The
decrease of $934,000 was due primarily to lower interest rates and to a lesser
degree, lower average principal balances outstanding.

Interest and dividends on securities totaled $602,000 for the three months
ended March 31, 2002, and $767,000 for the three months ended March 31, 2001.
The decrease was due to lower interest rates partially offset by an increase in
average securities held for sale.

Interest on deposits decreased $681,000 or 25.1% from $2,716,000 for the three
months ended March 31, 2001 to $2,035,000 for the three months ended March 31,
2002. This decrease was primarily due to lower interest rates and partially
offset by somewhat higher average outstanding deposit balances.

Interest on FHLB advances was $1,037,000 for the three months ended March 31,
2002 compared to $1,398,000 for the three months ended March 31, 2001. The
decrease of $361,000 or 25.8% is due primarily to a $19.1 million decrease in
outstanding average advances and lower cost of new advances.

The Corporation 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 Corporation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 $84,000 for the three months ended March 31, 2002, compared to $105,000
for the three months ended March 31, 2001.

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|13.



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



---

Loan charge-offs were $278,000 for the three months ended March 31, 2002
compared to $50,000 for the same period in 2001. Recoveries were $251,000 for
the three months ended March 31, 2002 compared to $20,000 for the three months
ended March 31, 2001. The increase in both charge-offs and recoveries for the
three months ended March 31, 2002 was primarily the result of resolving one
problem commercial real estate relationship during the quarter. Management
believes that the total allowance of $1.8 million on total loans of $278
million at March 31, 2002 is adequate given the collateral supporting
non-performing loans, area economic conditions, the level of impaired and
non-performing loans, and the composition of the loan portfolio. 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 $574,000 for the three months ended March 31, 2002
compared to $405,000 for the same period in 2001. Service charges on loans and
deposits increased $133,000 from $375,000 in March 31, 2001 to $508,000 in
March 31, 2002. Service charges on deposits, including non-sufficient funds,
increased $98,000. Loan service and prepayment fees increased $35,000 due to
increased fees collected on loans. Additionally, the Corporation realized gains
on loans sold of approximately $60,000, compared to only $22,000 for the
similar period last year.

Noninterest expense increased $238,000, or 12.1%, from $1,970,000 for the three
months ended March 31, 2001 compared to $2,207,000 for the period ending March
31, 2002. This increase is primarily due to increases in salaries and benefits
of $113,000 and other noninterest expense of $90,000. Other noninterest expense
consists of items such as telephone, printing and supplies, and consulting
fees. Additionally, included in the total for the three months ended March 31,
2002 is approximately $110,000 of expenses related to the Companys
Centerville, Ohio branch opened in September 2001. It is anticipated the new
branch will continue to have an impact on noninterest expense for the
comparison periods in 2002.

The change in income tax is primarily attributable to the change in income
before income taxes. Income tax expense totaled $230,000, or an effective rate
of 33.9%, for the three months ended March 31, 2002, compared to $293,000, or
an effective rate of 35.9%, for the three months ended March 31, 2001. The
effective rate decrease is primarily due to an increase in tax-exempt income.

Liquidity

Office of Thrift Supervision (OTS) regulations presently requires 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 of 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 March 31, 2002 Cornerstone had
commitments to originate $2.5 million in residential loans. In addition,
Cornerstone had $1.6 million in commitments to fund loans on residential
properties under construction. Unused commercial lines of credit were $7.2
million and unused home equity lines of credit were $13.3 million. Commitments
to originate consumer loans were $640,000 and commitments to fund commercial
loans totaled $4.5 million. Cornerstone had no commitments to purchase or sell
loans. Cornerstone considers its 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

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|14.



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



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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 March 31, 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       |  | $              | 39,714 |                     |  |             | 11.29 | %          |  | $      | 5,277  |         |  |             | 1.5 | % |  | $                    | 34,437 |  |  |  | 9.79 | % |  | $ | 351,777 | 
|Core capital           |  |                | 39,714 |                     |  |             | 11.29 |            |  |        | 14,071 |         |  |             | 4.0 |   |  |                      | 25,643 |  |  |  | 7.29 |   |  |   | 351,777 | 
|Risk-based capital     |  |                | 41,424 |                     |  |             | 17.25 |            |  |        | 19,208 |         |  |             | 8.0 |   |  |                      | 22,216 |  |  |  | 9.25 |   |  |   | 240,101 | 



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|15.



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



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Item 3. Quantitative and Qualitative Disclosure About Market Risk

There have been no material changes in the quantitative and qualitative
disclosures about market risk as of March 31, 2002, from that presented in the
Corporations Annual Report on Form 10-K for the fiscal year ended December 31,
2001.



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|16.



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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                                            



















|               |  |                                                                                                     
|-------------- |  | ----------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                         
|Not required   |  |                                                                                                     
|(b)            |  | No current reports on Form 8-K were filed by the
Registrant during the quarter ended March 31, 2002.



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|17.



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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: May 13, 2002 |  | /s/ John W.
Raisbeck                                                                              
|                  
|                   |  | President and Chief Executive Officer
(Principal Executive Officer)                               
|                  
|                  
|Date: May 13, 2002 |  | /s/ Craig F. FortinSenior Vice President and Chief Financial Officer
(Principal Financial Officer)





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|18.