<PAGE>

                                              Exhibit 13.0








                          1997 Annual Report 

                                   to

                              Shareholders







<PAGE>

To Our Stockholders:

    The record financial results achieved during fiscal 1997 reflect our
continued emphasis on expanding our lending and retail operations to enhance
earnings, efficiently leverage our capital and, above all,  enhance shareholder
value.  We are proud to report record earnings of $2.4 million and an increase
in assets to $274.9 million.  During the last five years, we have more than
doubled our size reflecting significant growth in the loan portfolio with the
expansion of our loan products.  In addition, our strong capital position
enabled us to pay $1.50 per share in cash dividends during fiscal 1997.  Since
our conversion to a public company on October 14, 1997, we have paid dividends
aggregating $4.50 per share, including a $3.00 return of capital paid in fiscal
1996.  Our significant capital base also permitted us to commence a third 5%
repurchase program in October 1997.

    While we are pleased with our progress to date, we intend to continue our
efforts to expand our asset base by further leveraging our capital.  In addition
to the growth in our loan portfolio and the expansion of our loan products, we
have continually sought other opportunities to expand.  This is evidenced by the
announcement in July 1997 of the proposed acquisition by Enterprise Federal of
North Cincinnati Savings Bank for a combination of common stock and cash.  With
offices in the communities of Blue Ash and North College Hill, this acquisition
solidifies and expands our core market area.

    We look forward to building on our success to date and believe that fiscal
1998 will be another promising year.  We would like to thank our directors and
employees for their dedication to Enterprise along with our stockholders for
their continued support.

                                        SINCERELY,


                                        /s/ Otto L. Keeton
                                        ------------------
                                        Otto L. Keeton 
                                        President and Chairman of the Board

<PAGE>

                               CORPORATE PROFILE

    Enterprise Federal Bancorp, Inc. (the "Company") was incorporated in 
April 1994 under Ohio law for the purpose of acquiring all of the capital 
stock issued by Enterprise Federal Savings and Loan Association in connection 
with its conversion from a federally chartered mutual savings and loan 
association to a federally chartered stock savings bank (the "Conversion"). 
The Conversion was consummated on October 14, 1994 and, as a result, the 
Company became a unitary savings and loan holding company for its wholly 
owned subsidiary, Enterprise Federal Savings Bank ("Enterprise" or the 
"Bank"). The Company has no significant assets other than the shares of the 
Bank's common stock acquired in the Conversion, the loan to the Employee 
Stock Ownership Plan ("ESOP") and a minority interest in North Cincinnati 
Savings Bank and has no significant liabilities other than dividends payable.

    The Bank is a federally chartered, SAIF-insured stock savings bank 
conducting business from its executive offices located in West Chester, Ohio 
and four full-service offices located in Hamilton, Butler and Warren 
Counties, Ohio. Enterprise is a community oriented savings bank which has 
traditionally offered a wide variety of savings products to its retail 
customers while concentrating its lending activities on real estate loans 
secured by one-to-four family residential properties located primarily in 
Hamilton, Butler and Warren Counties, Ohio. To a lesser extent, the Bank also 
focuses its lending activities on non-residential real estate loans, 
residential construction loans and multi-family real estate loans. The Bank 
also invests in securities which are issued by United States government 
agencies or government sponsored enterprises.

    At September 30, 1997, the Company had consolidated total assets of 
$274.9 million, total deposits of $146.3 million and stockholders' equity of 
$31.4 million. The Company's and the Bank's principal executive offices are 
located at 7810 Tylersville Square Drive, West Chester, Ohio 45069, and their 
telephone number is (513)755-4600.

                                       2

<PAGE>

                   SELECTED CONSOLIDATED FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                               AS OF OR FOR THE YEAR ENDED SEPTEMBER 30,
                                                       ----------------------------------------------------------
                                                          1997        1996        1995        1994        1993
                                                       ----------  ----------  ----------  ----------  ----------
                                                                         (DOLLARS IN THOUSANDS)
<S>                                                    <C>         <C>         <C>         <C>         <C>
Selected Financial Data:
Total assets.........................................  $  274,888  $  235,191  $  197,938  $  167,294  $  131,681
Loans receivable, net................................     191,096     149,050     110,830     100,288      90,027
Mortgage-backed securities...........................      61,457      65,482      72,022      25,681      26,518
Cash and cash equivalents............................      11,141      12,938      10,670      36,465      10,510
Deposit accounts.....................................     146,297     139,447     127,687     153,709     119,672
FHLB advances........................................      95,000      60,000      30,000      --          --
Stockholders' equity(1)..............................      31,424      33,056      38,474      12,458      11,176

Selected Operations Data:
Net interest income..................................  $    7,130  $    6,268  $    5,719  $    4,259  $    3,966
Other operating income...............................         726         994         464          76          79
General, administrative and other expense............       4,066       4,973       3,410       2,356       2,091
Net earnings.........................................       2,369       1,441       1,837       1,282       1,121

Selected Operating Ratios(2):
Average interest rate spread(3)......................        2.21%       2.13%       2.28%       2.85%       2.76%
Net interest margin(3)...............................        2.84        2.98        3.38        3.16        3.12
Ratio of interest-earning assets to 
  interest-bearing liabilities.......................      113.44      119.03      128.46      107.81      107.88
General, administrative and other expense as a
  percent of average assets..........................        1.59        2.31        1.99        1.71        1.59
Return on average assets.............................         .93         .67        1.07         .93         .85
Return on average equity.............................        7.35        4.03        4.82       10.85       10.56
Ratio of average equity to average assets............       12.64       16.61       22.27        8.59        8.10
Full-service offices at end of period................           5           5           5           5           5

Asset Quality Ratios(2):
Non-performing assets as a percent of total assets(4)         .07%        .09%        .23%        .37%        .55%
Allowance for loan losses as a percent of 
  non-performing loans and troubled debt
  restructurings.....................................      297.93      201.97      659.18       60.83       52.19

Capital Ratios(5):
Tangible capital ratio...............................       10.46       11.68       14.30        7.38        8.39
Core capital ratio...................................       10.46       11.68       14.30        7.38        8.49
Risk-based capital ratio.............................       19.04       22.29       31.00       15.42       16.50

</TABLE>

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

(1) Consists of retained earnings as of September 30, 1993 and September 30,
    1994.

(2) With the exception of end of period ratios, all ratios are based on average
    monthly balances during the indicated periods.

(3) Interest rate spread represents the difference between the weighted average
    yield on interest-earning assets and the weighted average cost of
    interest-bearing liabilities, and net interest margin represents net
    interest income as a percent of average interest-earning assets.

(4) Non-performing assets consist of non-performing loans, troubled debt
    restructurings and real estate owned ("REO"). Non-performing loans consist
    of non-accrual loans, while REO consists of real estate acquired through
    foreclosure and real estate acquired by acceptance of a deed-in-lieu of
    foreclosure.

(5) Capital ratios reflect the Bank's capital ratios calculated under
    regulations of the Office of Thrift Supervision ("OTS").

                                       3

<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

    The operating results of the Company depend primarily upon its net 
interest income, which is determined by the difference between interest and 
dividend income on interest-earning assets, principally loans and 
mortgage-backed securities, and interest expense on interest-bearing 
liabilities, which consist of deposits and borrowings. The Company's net 
earnings also are affected by its provision for loan losses, as well as the 
level of its other income and its general, administrative and other expenses, 
such as employee compensation and benefits, occupancy and equipment expense, 
federal deposit insurance premiums and miscellaneous other expenses, as well 
as income taxes.

    In addition to the historical information contained herein, the following 
discussion contains forward-looking statements that involve risks and 
uncertainties. Economic circumstances, the Company's operations and actual 
results could differ significantly from those discussed in the 
forward-looking statements. Some of the factors that could cause or 
contribute to such differences are discussed herein but also include changes 
in the economy and interest rates in the nation and the Company's general 
market area. The forward-looking statements contained herein include, but are 
not limited to, those with respect to the following matters:

    1. Management's determination of the amount of and adequacy of the 
       allowance for loan losses;

    2. The effect of changes in interest rates;

    3. Management's opinion as to the effects of recent accounting
       pronouncements on the Company's consolidated financial statements.

    The following discussion provides an overview of the general business, 
financial condition, and results of operations of the Company, and should be 
read in conjunction with the Company's consolidated financial statements 
presented elsewhere herein.

ASSET AND LIABILITY MANAGEMENT

    The ability to maximize net interest income is largely dependent upon the 
achievement of a positive interest rate spread that can be sustained during 
fluctuations in prevailing interest rates. Interest rate sensitivity is a 
measure of the difference between amounts of interest-earning assets and 
interest-bearing liabilities which either reprice or mature within a given 
period of time. The difference, or the interest rate repricing "gap," 
provides an indication of the extent to which an institution's interest rate 
spread will be affected by changes in interest rates. A gap is considered 
positive when the amount of interest-rate sensitive assets exceeds the amount 
of interest-rate sensitive liabilities, and is considered negative when the 
amount of interest-rate sensitive liabilities exceeds the amount of 
interest-rate sensitive assets. Generally, during a period of rising interest 
rates, a negative gap within shorter maturities would adversely affect net 
interest income, while a positive gap within shorter maturities would result 
in an increase in net interest income, and during a period of falling 
interest rates, a negative gap within shorter maturities would result in an 
increase in net interest income while a positive gap within shorter 
maturities would have the opposite effect.

                                       4

<PAGE>

    The lending activities of savings institutions have historically 
emphasized long-term, fixed-rate loans secured by single-family residences, 
and the primary source of funds of such institutions has been deposits. The 
deposit accounts of savings institutions generally bear interest rates that 
reflect market rates and largely mature or are subject to repricing within a 
short period of time. This fact, in combination with substantial investments 
in long-term, fixed rate loans, has historically caused the income earned by 
savings institutions on their loan portfolios to adjust more slowly to 
changes in interest rates than their cost of funds.

    In order to minimize the potential for adverse effects of material and 
prolonged increases in interest rates on the Company's results of operations, 
the Company's management has implemented and continues to monitor asset and 
liability management policies to better match the maturities and repricing 
terms of the Company's interest-earning assets and interest-bearing 
liabilities. Such policies have consisted primarily of: (i) emphasizing 
investment in adjustable-rate mortgage loans ("ARMs") and adjustable-rate 
mortgage-backed securities; and (ii) emphasizing the retention of 
lower-costing savings accounts and other core deposits, and (iii) utilizing 
FHLB advances as long-term liabilities.

    The Company emphasizes the origination of ARMs and as a consequence of 
the Company's efforts, as of September 30, 1997, $72.3 million or 37.9% of 
the Company's portfolio of mortgage loans consisted of ARMs. In addition, at 
September 30, 1997, $61.3 million or 99.8% of the Company's mortgage-backed 
securities provide the Company with an adjustable yield. As a result, as of 
September 30, 1997, $133.6 million or 48.6% of the Company's assets had 
adjustable rate features.

    The Company prices deposit accounts based upon the availability of 
prudent investment opportunities. Pursuant to this pricing policy, the 
Company has generally neither engaged in sporadic increases or decreases in 
interest rates paid nor offered the highest rates available in its deposit 
market except upon specific occasions to control deposit flow or when market 
conditions have created opportunities to attract longer-term deposits. In 
addition, the Company does not pursue a growth strategy which would force the 
Company to focus exclusively on competitors' rates rather than affordability. 
This policy has assisted the Company in controlling its cost of funds.

    The implementation of the foregoing asset and liability strategies has 
resulted in the Company's interest-earning assets which were estimated to 
mature or reprice within one year exceeding its interest-bearing liabilities 
with the same characteristics by $5.6 million or 2.0% of the Company's assets 
at September 30, 1997. Currently, the Company manages the imbalance between 
its interest-earning assets and interest-bearing liabilities within shorter 
maturities to ensure that such relationships are within ranges adopted by the 
Company's Board of Directors given the Company's business strategies and 
objectives and its analysis of market and economic conditions.

    Although the action taken by management of the Company has reduced the 
potential effects of changes in interest rates on the Company's results of 
operations, significant increases in interest rates may adversely affect the 
Company's net interest income because the Company's adjustable-rate, 
interest-earning assets generally are not as responsive to changes in 
interest rates as its interest-bearing liabilities. While a significant 
portion of the Company's assets have adjustable-rate features, such assets 
are generally not as responsive to increases in interest rates due to terms 
which generally permit only annual adjustments to the interest rate and which 
generally limit the amount which interest rates thereon can adjust at such 
time and over the life of the related asset.

                                       5

<PAGE>

NET PORTFOLIO VALUE

    Management also presently monitors and evaluates the potential impact of 
interest rate changes upon the market value of the Bank's portfolio equity 
and the level of net interest income on a quarterly basis. The OTS adopted a 
final rule in August 1993 incorporating an interest rate risk component into 
the risk-based capital rules. Under the rule, an institution with a greater 
than "normal" level of interest rate risk will be subject to a deduction of 
its interest rate risk component from total capital for purposes of 
calculating the risk-based capital requirement. An institution with a greater 
than "normal" interest rate risk is defined as an institution that would 
suffer a loss of net portfolio value ("NPV") exceeding 2.0% of the estimated 
market value of its assets in the event of a 200 basis point increase or 
decrease in interest rates. NPV is the difference between incoming and 
outgoing discounted cash flows from assets, liabilities, and off-balance 
sheet contracts. A resulting change in NPV of more than 2% of the estimated 
market value of an institution's assets will require the institution to 
deduct from its capital 50% of that excess change. The rule provides that the 
OTS will calculate the interest rate risk component quarterly for each 
institution. The OTS has recently indicated that no institution will be 
required to deduct capital for interest rate risk until further notice. 
However, utilizing this measurement concept, at June 30, 1997, there would 
have been a decrease in the Bank's NPV of approximately 22% of the present 
value of its assets, assuming a 200 basis point increase in interest rates. 
Small, highly capitalized institutions, such as the Bank, which have less 
than $300 million of assets and a risk-based capital ratio in excess of 12% 
are not subject to the interest rate risk component. However, if the director 
of the OTS or his designee has reason to be concerned with an institution's 
interest-rate risk, he may specifically require that the component be 
included in the determination of the institution's risk-based capital.

    The following table presents the Bank's most recently available estimated 
NPV and the estimated NPV as a percentage of the present value ("PV") of 
assets as of June 30, 1997, as calculated by the OTS, based on information 
provided to the OTS by the Bank.

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

                            NET PORTFOLIO VALUE
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

                           (Dollars in Thousands)

<TABLE>
<CAPTION>

       CHANGE IN                        ESTIMATED NPV
       INTEREST RATES                  AS A PERCENTAGE     AMOUNT       PERCENT
       BASIS POINTS)   ESTIMATED NPV   OF PV OF ASSETS   OF CHANGE     OF CHANGE
       -------------   -------------   ---------------   ----------    ---------
       <S>             <C>             <C>               <C>           <C>
             +400            $20,417        8.32%        $(16,388)        (45)
             +300             24,314        9.68%         (12,491)        (34)
             +200             28,707       11.14%          (8,098)        (22)
             +100             32,983       12.50%          (3,822)        (10)
              ---             36,805       13.64%              --          --
             -100             39,467       14.37%           2,662           7
             -200             40,694       14.63%           3,889          11
             -300             41,920       14.88%           5,115          14
             -400             43,801       15.32%           6,996          19
</TABLE>

                                      6

<PAGE>

CHANGES IN FINANCIAL CONDITION

    GENERAL. The Company's total consolidated assets increased $39.7 million 
or 16.9% to $274.9 million at September 30, 1997 compared to $235.2 million 
at September 30, 1996. Such increase was funded primarily through increases 
in deposits of $6.9 million and $35.0 million in advances from the Federal 
Home Loan Bank ("FHLB") of Cincinnati. Such increase in assets was primarily 
due to a $42.0 million increase in loans receivable, net, which was partially 
offset by a $4.0 million decrease in mortgage-backed securities. Total 
liabilities increased $41.3 million or 20.4% to $243.5 million at September 
30, 1997 compared to September 30, 1996.

    CASH AND CASH EQUIVALENTS.  Cash and cash equivalents decreased $1.8 
million to $11.1 million at September 30, 1997 compared to September 30, 
1996, as excess liquidity was utilized to fund growth in the loan portfolio.

    LOANS RECEIVABLE, NET. Loans receivable, net increased $42.0 million or 
28.2% to $191.1 million at September 30, 1997 compared to September 30, 1996, 
as loan disbursements totaling $65.6 million were partially offset by 
repayments of $23.4 million. The increase in loans receivable was primarily 
due to increased originations of all types of loans. Loan disbursements 
increased by $4.2 million, or 6.9% during fiscal 1997. Growth in the loan 
portfolio was comprised of $33.4 million or 34.6% in one-to-four family 
residential loans, $7.7 million or 64.0% in equity lines and $3.4 million or 
9.5% in non-residential real estate loans.

    MORTGAGE-BACKED SECURITIES. Mortgage-backed securities decreased $4.0 
million to $61.5 million at September 30, 1997 compared to September 30, 1996 
as a result of the use of repayments and proceeds from the sale of 
mortgage-backed securities to fund increased lending activity.

    FHLB ADVANCES.  Advances from the FHLB of Cincinnati amounted to $95.0 
million at September 30, 1997 compared to $60.0 million at September 30, 
1996, an increase of 58.3%. Such advances were incurred in order to leverage 
the Company's capital and provide for future anticipated growth in the 
Company's loan portfolio. The advances, a significant portion of which are 
fixed rate and long-term in nature, were initially used to fund the purchase 
of long-term mortgage-backed securities which adjust monthly to changes in 
interest rates. The Company experienced increased loan demand in 1997 and in 
1996 and intends to continue to fund higher rate loans with repayments and 
sales proceeds from its mortgage-backed securities portfolio and future 
advances from the FHLB.

    DEPOSITS.  Deposits increased $6.9 million or 4.9% to $146.3 million at 
September 30, 1997 compared to September 30, 1996. The increase in deposits 
was comprised of a $2.8 million or 6.4% increase in transaction accounts and 
a $4.1 million or 4.2% increase in certificates of deposit. The increase was 
primarily attributable to management's continuing marketing efforts coupled 
with growth achieved at the new main office facility which opened in fiscal 
1996.

    STOCKHOLDERS' EQUITY. Stockholders' equity decreased $1.6 million to 
$31.4 million at September 30, 1997 compared to September 30, 1996, as a 
result of net cash distributions to stockholders of $3.4 million or $1.75 per 
share and open market common stock repurchases totaling $1.3 million which 
were partially offset by fiscal 1997 net earnings of $2.4 million.

                                     7

<PAGE>

RESULTS OF OPERATIONS

    The following average balance sheet table sets forth for the periods 
indicated, information on the Company regarding: (i) the total dollar amount 
of interest income on interest-earning assets and the resulting average 
yields; (ii) the total dollar amounts of interest expense on interest-bearing 
liabilities and the resulting average costs; (iii) net interest income; (iv) 
interest rate spread; (v) net interest-earning assets; (vi) the net yield 
earned on interest-earning assets; and (vii) the ratio of total 
interest-earning assets to total interest-bearing liabilities. Information is 
based on average monthly balances during the periods presented.

<TABLE>
<CAPTION>
                            AT
                         SEPTEMBER
                            30,                                                       YEAR ENDED SEPTEMBER 30,
                         --------------------------------------------------------------------------------------------------------
                           1997                      1997                               1996                              1995
                         --------------------------------------------------------------------------------------------------------
                            AVERAGE                             AVERAGE                           AVERAGE
                            YIELD/       AVERAGE                YIELD/     AVERAGE                YIELD/     AVERAGE
                             RATE        BALANCE    INTEREST     RATE      BALANCE    INTEREST     RATE      BALANCE    INTEREST
                         -------------   --------   ---------   ------     -------    --------    -------    -------    --------
<S>                      <C>             <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
                                                                  (DOLLARS IN THOUSANDS)
Interest-earning
  assets:
Loans receivable.......         8.08%    $171,519   $14,067        8.20%   $130,399    $10,853       8.32%   $102,065    $ 8,444
Mortgage-backed
  securities...........         6.30       64,100     4,147        6.47      67,316      4,164       6.19      50,415      3,026
Other interest-earning
  assets...............         5.28       15,516       835        5.38      12,834        643       5.01      16,540        827
                                         --------   -------                 -------    -------               --------     ------
Total interest-earning
  assets...............         7.51      251,135    19,049        7.59     210,549     15,660       7.44     169,020    12,297
Noninterest-earning
  assets...............                     3,905                             4,721                             2,116
                                         --------                          --------                          --------
Total assets...........                  $255,040                          $215,270                          $171,136
                                         --------                          --------                          --------
                                         --------                          --------                          --------
Interest-bearing
  liabilities:
Deposits...............         5.13     $143,681     7,299        5.08    $136,890      6,838       5.00    $120,460      5,837
Borrowings.............         5.98       77,692     4,620        5.95      40,000      2,554       6.39      11,111        741
                                         --------   -------                 --------    -------              --------   --------
Total interest-bearing
  liabilities..........         5.46      221,373    11,919        5.38     176,890      9,392       5.31      131,571     6,578
                                ----                -------      ------                -------     ------               --------
Noninterest-bearing
  liabilities..........                     1,427                              2,615                             1,452
                                         --------                           --------                          --------
Total liabilities......                   222,800                            179,505                           133,023
Stockholders' equity...                    32,240                             35,765                            38,113
                                         --------                           --------                          --------
Total liabilities and
  stockholders'
  equity...............                  $255,040                           $215,270                          $171,136
                                         --------                           --------                          --------
                                         --------                           --------                          --------
Net interest-earning
  assets...............                  $ 29,762                           $ 33,659                          $ 37,449
                                         --------                           --------                          --------
                                         --------                           --------                          --------
Net interest income/
  interest rate
  spread...............         2.05%               $ 7,130        2.21%               $ 6,268       2.13%               $ 5,719
                                ----                -------     -------                -------     ------                -------
                                ----                -------     -------                -------     ------                -------

Net yield on
  interest-earning
  assets(1)............                                            2.84%                             2.98%
                                                                 ------                            ------
                                                                 ------                            ------

Ratio of interest-
  earning assets to
  interest-bearing
  liabilities..........                                          113.44%                           119.03%
                                                                 ------                            ------
                                                                 ------                            ------


</TABLE>

<TABLE>
<CAPTION>

                          AVERAGE
                          YIELD/
                           RATE
                         --------
<S>                      <C>
 
Interest-earning
  assets:
Loans receivable.......      8.27%
Mortgage-backed
  securities...........      6.00
Other interest-earning
  assets...............      5.00
Total interest-earning
  assets...............      7.28
Noninterest-earning
  assets...............
Total assets...........
Interest-bearing
  liabilities:
Deposits...............      4.85
Borrowings.............      6.67
Total interest-bearing
  liabilities..........      5.00
                           ------
Noninterest-bearing
  liabilities..........
Total liabilities......
Stockholders' equity...
Total liabilities and
  stockholders'
  equity...............
Net interest-earning
  assets...............
Net interest income/
  interest rate
  spread...............      2.28%
                           ------
                           ------
Net yield on
  interest-earning
  assets(1)............       3.38%
                           -------
                           -------
Ratio of interest-
  earning assets to
  interest-bearing
  liabilities..........     128.46%
                           -------
                           -------
</TABLE>

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

(1) Net interest income divided by total average interest-earning assets.

                                       8
<PAGE>

    The following table describes the extent to which changes in interest 
rates and changes in volume of interest-related assets and liabilities have 
affected the Company's interest income and expense during the periods 
indicated. For each category of interest-earning assets and interest-bearing 
liabilities, information is provided on changes attributable to (i) changes 
in volume (change in volume multiplied by prior period rate), (ii) changes in 
rate (change in rate multiplied by prior period volume), (iii) changes in 
rate/volume (changes in rate multiplied by changes in volume) and (iv) total 
change in rate and volume.

<TABLE>
<CAPTION>
                                                           YEAR ENDED SEPTEMBER 30,
                            -----------------------------------------    --------------------------------------
                                          1997 VS. 1996                                 1996 VS. 1995
                            -----------------------------------------    --------------------------------------
                                            INCREASE                                       INCREASE
                                       (DECREASE) DUE TO                               (DECREASE) DUE TO
                            -----------------------------------------    --------------------------------------
                                                            (DOLLARS IN THOUSANDS)

                                                               TOTAL                                   TOTAL 
                                                    RATE/     INCREASE                     RATE/     INCREASE 
                              RATE      VOLUME     VOLUME   (DECREASE)   RATE    VOLUME   VOLUME    (DECREASE)
                            -------    -------    --------  ----------   ----    ------   ------    -----------
<S>                         <C>        <C>        <C>       <C>          <C>     <C>      <C>       <C>
Interest-earnings assets: 
  Loans receivable........   $(156)     $3,421   $( 51)       $3,214     $ 51    $2,343    $ 15       $2,409
  Mortgage-backed 
    securities............    188         (199)     (6)          (17)      96     1,014      28        1,138
  Other interest-earning 
    assets................     47          134      11           192        2     (185)      (1)        (184)
                             ----       ------   -----        ------     ----    -----     ----       ------
    Total interest-earnings 
      assets..............     79        3,356     (46)        3,389      149    3,172       42        3,363
                             ----       ------   -----        ------     ----    -----     ----       ------
Interest-bearing
  liabilities:
  Deposits................    110          340      11           461      181      797       23        1,001
  Borrowings..............   (176)       2,409    (167)        2,066      (31)   1,927      (83)       1,813
                             ----       ------   -----        ------     ----    -----     ----       ------
    Total interest-bearing 
      liabilities.........    (66)       2,749    (156)        2,527      150    2,724      (60)       2,814
                             ----       ------   -----        ------     ----    -----     ----       ------
Increase (decrease) in net 
  interest income.........   $145       $  607   $ 110        $  862    $  (1)  $  448     $102       $  549
                             ----       ------   -----        ------     ----    -----     ----       ------
                             ----       ------   -----        ------     ----    -----     ----       ------
</TABLE>

                                    9


<PAGE>

            COMPARISON OF RESULTS OF OPERATIONS FOR THE YEARS ENDED
                          SEPTEMBER 30, 1997 AND 1996

    GENERAL.  The Company's net earnings amounted to $2.4 million for the 
year ended September 30, 1997 compared to net earnings of $1.4 million for 
the year ended September 30, 1996, an increase of $928,000, or 64.4%. The 
increase in fiscal 1997 earnings was due primarily to an $862,000 increase in 
net interest income and the absence of a fiscal 1996 non recurring charge of 
$770,000 related to the recapitalization of the Savings Association Insurance 
Fund ("SAIF") fund, which were partially offset by decreases in other income 
and increased federal income taxes.

    NET INTEREST INCOME.  Net interest income is determined by the Company's 
interest rate spread (i.e., the difference between the yields earned on its 
interest-earning assets and the rates paid on its interest-bearing 
liabilities) and the relative amounts of interest-earning assets and 
interest-bearing liabilities. The Company's net interest income amounted to 
$7.1 million for the year ended September 30, 1997, an $862,000 or 13.8% 
increase over fiscal 1996. This increase in net interest income resulted from 
a $3.4 million or 21.6% increase in total interest income, due primarily to 
an increase in interest income on loans and interest-bearing deposits, which 
were partially offset by a $2.5 million or 26.9% increase in total interest 
expense during fiscal 1997. The Company's interest rate spread increased from 
2.13% for the year ended September 30, 1996 to 2.21% for the year ended 
September 30, 1997. The Company's net interest margin decreased from 2.98% in 
fiscal 1996 to 2.84% in fiscal 1997. The decline in net interest margin 
during fiscal 1997 was due primarily to the increase of the loan portfolio 
through the Company's use of long term, fixed rate FHLB advances.

    INTEREST INCOME.  Interest income on loans increased $3.2 million or 
29.6% during the year ended September 30, 1997 compared to the same period in 
1996. Such increase was due primarily to a $41.1 million or 31.5% increase in 
the average balance of such assets as a result of increased loan production 
in fiscal 1997.

    Interest income on the Company's mortgage-backed securities decreased 
$17,000 or .4% during the year ended September 30, 1997 compared to the same 
period in 1996. Such decrease was primarily due to a $3.2 million or 4.8% 
decrease in the average balance of such assets, which was partially offset by 
an increase in the average yield to 6.47% for fiscal 1997 compared to 6.19% 
for fiscal 1996. The decrease in the average balance was primarily due to the 
use of repayments and sales proceeds to fund loan originations.

    Interest income on investment securities and other interest-earning 
assets increased by $190,000 or 29.9% primarily due to an increase in the 
average balance of such assets during the year ended September 30, 1997 
compared to fiscal 1996.

    INTEREST EXPENSE.  Interest expense, consisting of interest on deposits 
and borrowings, increased $2.5 million or 26.9% during the year ended 
September 30, 1997 compared to fiscal 1996. Interest expense on deposits 
increased $461,000 or 6.7% during fiscal 1997 as a result of a $6.8 million 
or 5.0% increase in the average balance of deposits as well as an increase in 
the average rate paid to 5.08% for fiscal 1997 compared to 5.00% for fiscal 
1996. The increase in deposits was primarily due to increased funding needs 
related to increased loan volume, while the increase in the average yield 
reflects the general increase in market interest rates. Interest expense on 
borrowings increased to $4.6 million during the fiscal year ended September 
30, 1997 compared to $2.6 million during the fiscal year ended September 30, 
1996 primarily as a result of an increase in the average balance of 
borrowings outstanding in order to assist in funding the Company's lending 
activities.

                                       10

<PAGE>

    PROVISION FOR LOAN LOSSES.  The Company establishes a provision for loan 
losses, which is charged to operations, in order to maintain the allowance 
for loan losses at a level which is deemed to be appropriate based upon an 
assessment of prior loss experience, known and inherent risks in the loan 
portfolio, adverse situations that may affect the borrower's ability to 
repay, the estimated value of any underlying collateral, economic conditions 
in the Company's market area generally and other factors related to the 
collectability of the Company's loan portfolio. For fiscal 1997 the Company 
established a provision for loan losses totaling $165,000. For fiscal 1996 
the Company established a provision for loan losses totaling $90,000. At 
September 30, 1997, the Company's allowance for loan losses totaled $575,000, 
which represented 298% of non-performing loans and .30% of total loans at 
such time.

    Although management utilizes its best judgment in providing for losses on 
loans, there can be no assurance that the Company will not have to increase 
its provisions for loan losses in the future as a result of future increases 
in non-performing loans or for other reasons, which could adversely affect 
the Company's results of operations. In addition, various regulatory 
agencies, as an integral part of their examination process, periodically 
review the adequacy of the Company's allowance for loan losses and the 
carrying value of its other non-performing assets based on their judgments 
about information available to them at the time of their examination.

    OTHER INCOME.  Total other income decreased $268,000 to $726,000 for the 
year ended September 30, 1997 compared to $994,000 for the same period in 
1996, primarily as a result of a $288,000 decrease in gains on sales of 
securities during fiscal 1997.

    GENERAL, ADMINISTRATIVE AND OTHER EXPENSE. For fiscal 1997, general, 
administrative and other expense decreased by $907,000 or 18.2% to $4.1 
million, compared to $5.0 million for 1996. Such decrease was due primarily 
to a $947,000 or 88.6% decrease in federal deposit insurance premiums. The 
decrease in federal deposit insurance premiums was primarily due to 
legislation enacted in 1996 that authorized a one time charge to 
re-capitalize the SAIF in fiscal 1996. The legislation authorized a one-time 
charge on SAIF insured deposits at a rate of $.657 per $100.00 of March 31, 
1995 deposits. As a result, the Bank's assessment amounted to $770,000 
($508,000 next of tax). While the one-time special assessment had a 
significant impact on fiscal 1996 earnings, the resulting lower annual 
premiums had a positive impact on fiscal 1997 earnings and will continue to 
benefit future earnings. A $69,000 or 2.8% increase in employee compensation 
and benefits and a $78,000 or 25.4% increase in occupancy and equipment 
expenses were partially offset by a $96,000 or 19.6% decrease in other 
operating expenses. The increase in occupancy and equipment expenses reflects 
the first full year of occupancy for the new Corporate Headquarters while the 
decrease in other operating expenses was primarily due to lower professional 
fees.

    INCOME TAXES.  The Company incurred income tax expense of $1.3 million 
and $758,000 during fiscal 1997 and 1996, respectively. The effective tax 
rates were 34.6% and 34.5% during fiscal 1997 and 1996, respectively. The 
increase in income tax expense in fiscal 1997 was primarily due to a $1.4 
million or 64.8% increase in pre-tax earnings.

                                       11

<PAGE>

            COMPARISON OF RESULTS OF OPERATIONS FOR THE YEARS ENDED
                          SEPTEMBER 30, 1996 AND 1995

    GENERAL.  The Company's net earnings amounted to $1.4 million for the 
fiscal year ended September 30, 1996 compared to net earnings of $1.8 million 
for the fiscal year ended September 30, 1995, a decrease of $396,000, or 
21.6%. The decrease in fiscal 1996 earnings was due primarily to a charge of 
$770,000 related to the recapitalization of the SAIF which was partially 
offset by increases in net interest income and other income.

    NET INTEREST INCOME.  The Company's net interest income amounted to $6.3 
million for the fiscal year ended September 30, 1996, a $549,000 or 9.6% 
increase over fiscal 1995. This increase in net interest income resulted from 
a $3.4 million or 27.3% increase in total interest income, due primarily to 
an increase in interest income on loans and mortgage-backed securities, which 
were partially offset by a $2.8 million or 42.8% increase in total interest 
expense during fiscal 1996. The Company's interest rate spread decreased from 
2.28% for fiscal 1995 to 2.13% for fiscal 1996. The Company's net interest 
margin decreased from 3.38% in fiscal 1995 to 2.98% in fiscal 1996. The 
decline in net interest margin during fiscal 1996 was due primarily to the 
increase of the loan portfolio through the Company's use of long term, fixed 
rate FHLB advances.

    INTEREST INCOME.  Interest income on loans increased $2.4 million or 
28.5% during fiscal 1996 compared to fiscal 1995. Such increase was due 
primarily to a $28.3 million or 27.8% increase in the average balance of such 
assets as a result of increased loan production during fiscal 1996.

    Interest income on the Company's mortgage-backed securities increased 
$1.1 million or 37.6% during fiscal 1996 compared to fiscal 1995. Such 
increase was primarily due to a $16.9 million or 33.5% increase in the 
average balance of such assets, as well as an increase in the average yield 
to 6.19% for fiscal 1996 compared to 6.00% for fiscal 1995. The increase in 
the average balance was due to the use of borrowings to fund purchases of 
such assets. The increase in the average yield reflects the general rise in 
market interest rates in fiscal 1996.

    Interest income on investment securities and other interest-earning 
assets decreased by $184,000 or 22.2% due to a decrease in the average 
balance of such assets during fiscal 1996 compared to fiscal 1995.

    INTEREST EXPENSE.  Interest expense, consisting of interest on deposits 
and borrowings, increased $2.8 million or 42.8% during fiscal 1996 compared 
to fiscal 1995. Interest expense on deposits increased $1.0 million or 17.1% 
during fiscal 1996 as a result of a $16.4 million or 13.6% increase in the 
average balance of deposits as well as an increase in the average rate paid 
to 5.00% for fiscal 1996 compared to 4.85% for fiscal 1995. The increase in 
deposits was primarily due to increased funding needs related to increased 
loan volume, while the increase in the average yield reflects the general 
increase in market interest rates. Interest expense on borrowings increased 
to $2.6 million during fiscal 1996 compared to $741,000 during fiscal 1995 as 
a result of an increase in the average balance of borrowings outstanding in 
order to assist in funding the Company's lending and investment activities.

    PROVISION FOR LOAN LOSSES.  For fiscal 1996, the Company established a 
provision for loan losses totaling $90,000. For fiscal 1995, the Company did 
not establish any provision for loan losses. At September 30, 1996, the 
Company's allowance for loan losses totaled $410,000, which represented 202% 
of non-performing loans and .28% of total loans at such time.

                                       12

<PAGE>

    OTHER INCOME.  Total other income increased $530,000 to $994,000 for 
fiscal 1996 compared to $464,000 for fiscal 1995, as a result of a $554,000 
increase in gains on sales of securities during fiscal 1996.

    GENERAL, ADMINISTRATIVE AND OTHER EXPENSE. For fiscal 1996, general, 
administrative and other expense increased by $1.6 million or 45.8% to $5.0 
million, compared to $3.4 million for fiscal 1995. Such increase was due 
primarily to increases of $619,000 or 33.3% in employee compensation and 
benefits and a $797,000 or 293% increase in federal deposit insurance 
premiums. The increase in employee compensation and benefits was due 
primarily to increase in staffing, normal salary increases and approximately 
$368,000 of expense recognized in connection with the Company's employee 
stock benefit plans. The increase in federal deposit insurance premiums was 
primarily due to a charge of $770,000 to recapitalize the SAIF.

    INCOME TAXES.  The Company incurred income tax expense of $758,000 and 
$936,000 during fiscal 1996 and 1995, respectively. The effective tax rates 
were 34.5% and 33.8% during fiscal 1996 and 1995, respectively. The decrease 
in income tax expense in fiscal 1996 was primarily due to a $574,000 or 20.7% 
decline in pre-tax earnings.

LIQUIDITY AND CAPITAL RESOURCES

    The Bank's primary sources of funds are deposits, repayments, prepayments 
and maturities of outstanding loans and mortgage-backed securities, sales of 
mortgage-backed and investment securities, FHLB advances and funds provided 
from operations. While scheduled loan and mortgage-backed securities 
repayments are relatively predictable sources of funds, deposit flows and 
loan prepayments are greatly influenced by the movement of interest rates in 
general, economic conditions and competition. The Bank manages the pricing of 
its deposits to maintain a deposit balance deemed appropriate and desirable. 
In addition, the Bank invests excess funds in FHLB overnight deposits and 
other short-term interest-earning assets which provide liquidity to meet 
lending requirements. The Bank has been able to generate cash through the 
retail deposit market, its traditional funding source, to partially offset 
the cash utilized in investing activities. As an additional source of funds, 
the Bank may borrow from the FHLB of Cincinnati and has access to the Federal 
Reserve Bank discount window. At September 30, 1997, the Company had $95.0 
million of FHLB advances outstanding.

    Liquidity management is both a daily and long-term function. Excess 
liquidity is generally invested in short-term investments such as FHLB of 
Cincinnati overnight deposits. On a longer-term basis, the Bank maintains a 
strategy of investing in various mortgage-backed securities and lending 
products. During the year ended September 30, 1997, the Bank used its sources 
of funds primarily to meet its ongoing commitments to pay maturing savings 
certificates and savings withdrawals, fund loan commitments and maintain its 
portfolio of mortgage-backed securities. At September 30, 1997, the total 
approved loan commitments outstanding amounted to $3.3 million. At the same 
date, the Bank had approximately $9.5 million of commitments under unused 
lines and letters of credit and the unadvanced portion of construction loans 
approximated $7.8 million. Management of the Bank believes that the Bank has 
adequate resources, including principal prepayments and repayments of loans 
and mortgage-backed securities, to fund all of its commitments to the extent 
required. In addition, although the Bank has extended commitments to fund 
loans or lines and letters of credit, historically the Bank has not been 
required to fund all of its outstanding commitments. Certificates of deposit 
scheduled to mature in one year or less at September 30, 1997 totaled $52.8 
million. Management believes that a significant portion of maturing deposits 
will remain with the Bank.

                                       13

<PAGE>

    The Bank is required by the OTS to maintain average daily balances of 
liquid assets and short-term liquid assets (as defined) in amounts equal to 
5% and 1%, respectively, of net withdrawable deposits and borrowings payable 
in one year or less to assure its ability to meet demand for withdrawals and 
repayment of short-term borrowings. The liquidity requirements may vary from 
time to time at the direction of the OTS depending upon economic conditions 
and deposit flows. The Bank generally maintains a liquidity ratio of between 
5% and 10% of its net withdrawable deposits and borrowings payable in one 
year or less. The Bank's average monthly liquidity ratio and short-term 
liquid assets ratio were each 6.6% for September 1997.

    As set forth below, as of September 30, 1997, the Bank's regulatory 
capital substantially exceeded applicable limits.


                                                 SEPTEMBER 30, 1997
                                          ---------------------------------
                                          TANGIBLE      CORE     RISK-BASED
                                           CAPITAL     CAPITAL     CAPITAL
                                          --------     -------   ----------
                                                    (IN THOUSANDS)

GAAP equity............................    $28,761     $28,761     $28,761
Unrealized gain on securities..........        (51)        (51)        (51)
Goodwill...............................        (20)        (20)        (20)
General valuation allowances...........         --          --         575
                                          --------     -------   ----------
Total regulatory capital...............     28,690      28,690      29,265
Minimum capital requirements...........      4,112       8,224      12,295
                                          --------     -------   ----------
Excess capital.........................    $24,578     $20,466     $16,970
                                          --------     -------   ----------
                                          --------     -------   ----------

IMPACT OF INFLATION AND CHANGING PRICES

    The consolidated financial statements of the Company and related notes 
presented herein have been prepared in accordance with generally accepted 
accounting principles which require the measurement of financial position and 
operating results in terms of historical dollars, without considering changes 
in the relative purchasing power of money over time due to inflation.

    Unlike most industrial companies, substantially all of the assets and 
liabilities of a financial institution are monetary in nature. As a result, 
interest rates have a more significant impact on a financial institution's 
performance than the effects of general levels of inflation. Interest rates 
do not necessarily move in the same direction or in the same magnitude as the 
prices of goods and services, since such prices are affected by inflation to 
a larger extent than interest rates. In the current interest rate 
environment, liquidity and the maturity structure of the Bank's assets and 
liabilities are critical to the maintenance of acceptable performance levels.

                                       14

<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

    In June 1994, the Financial Accounting Standards Board ("FASB") issued 
SFAS No. 122 "Accounting for Mortgage Servicing Rights," which requires that 
the Company recognize as separate assets, rights to service mortgage loans 
for others, regardless of how those servicing rights are acquired. An 
institution that acquires mortgage servicing rights through either the 
purchase or origination of mortgage loans and sells those loans with 
servicing rights retained would allocate some of the cost of the loans to the 
mortgage servicing rights.

    SFAS No. 122 requires that securitizations of mortgage loans be accounted 
for as sales of mortgage loans and acquisitions of mortgage-backed 
securities. Additionally, SFAS No. 122 requires that capitalized mortgage 
servicing rights and capitalized excess servicing receivables be assessed for 
impairment. Impairment is measured based on fair value.

    SFAS No. 122 is applied prospectively to fiscal years beginning after 
December 15, 1995, (October 1, 1996, as to the Company) to transactions in 
which an entity acquires mortgage servicing rights and to impairment 
evaluations of all capitalized mortgage servicing rights and capitalized 
excess servicing receivables whenever acquired. Retroactive application is 
prohibited. Management adopted SFAS No. 122 effective October 1, 1996 without 
material effect on the Company's consolidated financial position or results 
of operations.

    In October 1995, FASB issued SFAS No. 123, "Accounting for Stock-Based 
Compensation," establishing financial accounting and reporting standards for 
stock-based compensation plans. SFAS No. 123 encourages all entities to adopt 
a new method of accounting to measure compensation cost of all stock 
compensation plans based on the estimated fair value of the award at the date 
it is granted. Companies are, however, allowed to continue to measure 
compensation cost for those plans using the intrinsic value based method of 
accounting, which generally does not result in compensation expense 
recognition for most plans. Companies that elect to remain with the existing 
accounting are required to disclose in a footnote to the financial statements 
pro forma net earnings and, if presented, earnings per share, as if SFAS No. 
123 has been adopted. The accounting requirements of SFAS No. 123 are 
effective for transactions entered into during fiscal years that begin after 
December 15, 1995; however, companies are required to disclose information 
for awards granted in their first fiscal year beginning after December 15, 
1994. Management has determined that the Company will continue to account for 
stock-based compensation pursuant to Accounting Principles Board Opinion No. 
25, and therefore SFAS No. 123 will have no effect on its consolidated 
financial condition or results of operations.

    In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers of 
Financial Assets, Servicing Rights, and Extinguishment of Liabilities," that 
provides accounting guidance on transfers of financial assets, servicing of 
financial assets, and extinguishment of liabilities. SFAS No. 125 introduces 
an approach to accounting for transfers of financial assets that provides a 
means of dealing with more complex transactions in which the seller disposes 
of only a partial interest in the assets, retains rights or obligations, 
makes use of special purpose entities in the transaction, or otherwise has 
continuing involvement with the transferred assets. The new accounting 
method, referred to as the financial components approach, provides that the 
carrying amount of the financial assets transferred be allocated to 
components of the transaction based on their relative fair values. SFAS No. 
125 provides criteria for determining whether control of assets has been 
relinquished and whether a sale has occurred. If the transfer does not 
qualify as a sale, it is accounted for as a secured borrowing. Transactions 
subject to the provisions of SFAS No. 125 include among others, 

                                       15

<PAGE>

transfers involving repurchase agreements, securitizations of financial 
assets, loan participations, factoring arrangements and transfers of 
receivables with recourse.

    An entity that undertakes an obligation to service financial assets 
recognizes either a servicing asset or liability for the servicing contract 
(unless related to a securitization of assets, and all the securitized assets 
are retained and classified as held-to-maturity). A servicing asset or 
liability that is purchased or assumed is initially recognized at its fair 
value. Servicing assets and liabilities are amortized in proportion to and 
over the period of estimated net servicing income or net servicing loss and 
are subject to subsequent assessments for impairment based on fair value.

    SFAS No. 125 provides that a liability is removed from the balance sheet 
only if the debtor either pays the creditor and is relieved of its obligation 
for the liability or is legally released from being the primary obligor.

    SFAS No. 125 is effective for transfers and servicing of financial assets 
and extinguishment of liabilities occurring after December 31, 1997, and is 
to be applied prospectively. Earlier or retroactive application is not 
permitted. Management does not believe that adoption of SFAS No. 125 will 
have a material adverse effect on the Company's consolidated financial 
position or results of operations.

    In February 1997, the FASB released SFAS No. 128, "Earnings Per Share." 
SFAS No. 128 establishes standards for computing and presenting earnings per 
share ("EPS") and applies to entities with publicly held common stock or 
potential common stock. SFAS No. 128 simplifies the standards for computing 
earnings per share previously found in APB Opinion No. 15, Earnings Per Share 
and makes them comparable to international EPS standards. It replaces the 
presentation of primary EPS with a presentation of basic EPS. It also 
requires dual presentation of basic and diluted EPS on the face of the 
numerator and denominator of the diluted EPS computation.

    Basic EPS excludes dilution and is computed by dividing income available 
to common stockholders by the weighted-average number of common shares 
outstanding for the period. Diluted EPS reflects the potential dilution that 
could occur if securities or other contracts to issue common stock were 
exercised or converted into common stock or resulted in the issuance of 
common stock that then shared in the earnings of the entity. Diluted EPS is 
computed similarly to fully diluted EPS pursuant to APB Opinion No. 15.

    SFAS No. 128 is effective for financial statements issued for periods 
ending after December 15, 1997, including interim periods; earlier 
application is not permitted. SFAS No. 128 requires restatement of all 
prior-period EPS data presented.

    In March 1997, the FASB issued SFAS No. 129, "Disclosure of Information 
About Capital Structure." Statement No. 129 continues the existing 
requirements to disclose the pertinent rights and privileges of all 
securities other than ordinary common stock but expands the number of 
companies subject to portions of its requirements. Specifically, the 
Statement requires all entities to provide the capital structure disclosures 
previously required by Opinion 15. Companies that were exempt from the 
provisions of Opinion 15 will now need to make those disclosures.

    In July 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive 
Income." Statement No. 130 establishes standards for reporting and display of 
comprehensive income and its components in a full set of general purpose 
financial statements. The objective of the Statement is to report a measure 
of all changes in equity of an enterprise that result from transactions and 
other

                                       16

<PAGE>

economic events during the period other than transactions with owners 
("Comprehensive income"). Comprehensive income is the total of net income and 
all other nonowner changes in equity. The Statement is effective for fiscal 
years beginning after December 15, 1997 with earlier application permitted.

    In July 1997, the FASB issued SFAS No. 131, "Disclosures About Segments 
of an Enterprise and Related Information." Statement No. 131 requires 
disclosures for each segment that are similar to those required under current 
standards with the addition of quarterly disclosure requirements and a finer 
partitioning of geographic disclosures. It requires limited segment data on a 
quarterly basis. It also requires geographic data by country, as opposed to 
broader geographic regions as permitted under current standards. The 
Statement is effective for fiscal years beginning after December 15, 1997 
with earlier application permitted.

                                       17


<PAGE>

              Report of Independent Certified Public Accountants

Board of Directors
Enterprise Federal Bancorp, Inc.

    We have audited the accompanying consolidated statements of financial 
condition of Enterprise Federal Bancorp, Inc. as of September 30, 1997 and 
1996, and the related consolidated statements of earnings, stockholders' 
equity and cash flows for each of the three years ended September 30, 1997, 
1996 and 1995. These consolidated financial statements are the responsibility 
of the Corporation's management. Our responsibility is to express an opinion 
on these financial statements based on our audits.

    We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principals used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the consolidated financial position of 
Enterprise Federal Bancorp, Inc. as of September 30, 1997 and 1996, and the 
consolidated results of its operations and its cash flows for each of the 
three years ended September 30, 1997, 1996, and 1995, in conformity with 
generally accepted accounting principles.


/s/ Grant Thornton L.L.P.
-------------------------
Cincinnati, Ohio
October 24, 1997

                                       18

<PAGE>

                        Enterprise Federal Bancorp, Inc. 
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION 
                                  September 30, 
                       (In thousands, except share data)

<TABLE>
<CAPTION>

                                                                           1997        1996
                                                                        ----------  ----------
<S>                                                                     <C>         <C>
   ASSETS
Cash and due from banks...............................................  $      811  $      736
Federal funds sold....................................................       8,000       7,225
Interest-bearing deposits in other financial institutions.............       2,330       4,977
                                                                        ----------  ----------
    Cash and cash equivalents.........................................      11,141      12,938

Investment securities available for sale--at market...................         698      --
Mortgage-backed securities available for sale--at market..............      61,457      65,482
Loans receivable--net.................................................     191,096     149,050
Office premises and equipment-at depreciated cost.....................       3,544       3,603
Federal Home Loan Bank stock--at cost.................................       5,500       3,000
Accrued interest receivable on loans..................................         608         360
Accrued interest receivable on mortgage-backed securities.............         409         371
Accrued interest receivable on interest-bearing deposits..............          96          44
Goodwill and other intangible assets..................................          20          50
Prepaid expenses and other assets.....................................         290         256
Prepaid federal income taxes..........................................          29      --
Deferred federal income tax asset.....................................      --              37
                                                                        ----------  ----------
    Total assets......................................................  $  274,888  $  235,191
                                                                        ----------  ----------
                                                                        ----------  ----------
  LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits..............................................................  $  146,297  $  139,447
Advances from the Federal Home Loan Bank..............................      95,000      60,000
Escrow deposits.......................................................      --             208
Accrued interest payable..............................................         636         488
Other liabilities.....................................................       1,365       1,703
Accrued federal income taxes..........................................      --             289
Deferred federal income taxes.........................................         166      --
                                                                        ----------  ----------
    Total liabilities.................................................     243,464     202,135
Commitments...........................................................      --          --

Stockholders' equity
Preferred stock, no par value, 1,000,000 shares authorized, none 
  issued and outstanding..............................................      --          --
Common stock, $.01 par value, 4,000,000 shares authorized, 
  2,268,596 issued at September 30, 1997 and 1996.....................          23          23
Additional paid-in capital............................................      23,082      22,713
Less 282,768 and 199,268 shares of treasury stock--at cost............      (4,386)     (3,058)
Less shares acquired by stock benefit plans...........................      (1,927)     (2,593)
Retained earnings--restricted.........................................      14,581      15,736
Unrealized gains on securities designated as available for sale, 
  net of related tax effects..........................................          51         235
                                                                        ----------  ----------
    Total stockholders' equity........................................      31,424      33,056
                                                                        ----------  ----------
    Total liabilities and stockholders' equity........................  $  274,888  $  235,191
                                                                        ----------  ----------
                                                                        ----------  ----------

</TABLE>

       The accompanying notes are an integral part of these statements.

                                       19

<PAGE>

                       Enterprise Federal Bancorp, Inc.
                     CONSOLIDATED STATEMENTS OF EARNINGS
                         Year ended September 30,
                      (In thousands, except share data)

<TABLE>
<CAPTION>

                                                                  1997       1996       1995
                                                                ---------  ---------  ---------
<S>                                                             <C>        <C>        <C>
Interest income
  Loans.......................................................  $  14,067  $  10,853  $   8,444
  Mortgage-backed securities..................................      4,147      4,164      3,026
  Investment securities.......................................          3     --            114
  Interest-bearing deposits and other.........................        832        643        713
                                                                ---------  ---------  ---------
      Total interest income...................................     19,049     15,660     12,297
  Interest expense
    Deposits..................................................      7,299      6,838      5,837
    Borrowings................................................      4,620      2,554        741
                                                                ---------  ---------  ---------
      Total interest expense..................................     11,919      9,392      6,578
                                                                ---------  ---------  ---------
      Net interest income.....................................      7,130      6,268      5,719

Provision for losses on loans.................................        165         90     --
                                                                ---------  ---------  ---------
      Net interest income after provision for losses on loans.      6,965      6,178      5,719
Other income
  Gain on sale of investment and mortgage backed securities...        597        885        331
  Gain on sale of real estate acquired through foreclosure....     --         --             39
  Other operating.............................................        129        109         94
                                                                ---------  ---------  ---------
      Total other income......................................        726        994        464

General, administrative and other expense
  Employee compensation and benefits..........................      2,548      2,479      1,860
  Occupancy and equipment.....................................        385        307        223
  Federal deposit insurance premiums..........................        122      1,069        272
  Franchise taxes.............................................        447        461        397
  Data processing.............................................        140        137        131
  Amortization of goodwill and other intangible assets........         30         30         30
  Other operating.............................................        394        490        497
                                                                ---------  ---------  ---------
      Total general, administrative and other expense.........      4,066      4,973      3,410
                                                                ---------  ---------  ---------
      Earnings before income taxes............................      3,625      2,199      2,773

Federal income taxes
  Current.....................................................        959      1,102        877
  Deferred....................................................        297       (344)        59
                                                                ---------  ---------  ---------
      Total federal income taxes..............................      1,256        758        936
                                                                ---------  ---------  ---------
      NET EARNINGS............................................  $   2,369  $   1,441  $   1,837
                                                                ---------  ---------  ---------
                                                                ---------  ---------  ---------
      EARNINGS PER SHARE......................................  $    1.23  $     .73  $     .90
                                                                ---------  ---------  ---------
                                                                ---------  ---------  ---------

</TABLE>

       The accompanying notes are an integral part of these statements.

                                       20

<PAGE>

                          Enterprise Federal Bancorp, Inc. 
                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 
                            Year ended September 30, 
                        (In thousands, except share data)

<TABLE>
<CAPTION>

                                                                                                UNREALIZED
                                                                                   SHARES     GAINS (LOSSES)
                                                                                ACQUIRED BY   ON SECURITIES
                                                        ADDITIONAL                 STOCK      DESIGNATED AS
                                               COMMON    PAID-IN     TREASURY     BENEFIT       AVAILABLE     RETAINED
                                                STOCK    CAPITAL      STOCK        PLANS        FOR SALE      EARNINGS    TOTAL
                                               ------   ----------   --------   -----------   -------------   --------   --------
<S>                                            <C>      <C>          <C>        <C>           <C>             <C>        <C>
Balance at October 1, 1994...................  $  --     $   --      $   --      $   --        $   --         $ 12,458   $ 12,458
Designation of securities as available for 
  sale upon adoption of SFAS No. 115.........     --         --          --          --               (9)        --            (9)
Net proceeds from issuance of common stock...      23      28,633        --         (2,359)        --            --        26,297
Purchase of treasury shares..................     --         --        (1,413)       --            --            --        (1,413)
Stock acquired for stock benefit plans.......     --         --          --         (1,329)        --            --        (1,329)
Transfer of securities to an available          
  for sale classification....................     --         --          --          --             (788)        --          (788)
Unrealized gains on securities designated
  as available for sale, net of related 
  tax effects................................     --         --          --          --            1,185         --         1,185
Principal repayment on loan to ESOP..........     --         --          --            236        --             --           236
Net earnings for the year ended 
  September 30, 1995.........................     --         --          --          --           --             1,837      1,837
                                               ------    --------    --------    ---------     ---------      --------   --------
Balance at September 30, 1995................      23      28,633      (1,413)      (3,452)          388        14,295     38,474
Capital distribution of $3.00 per share......     --       (5,986)       --          --           --             --        (5,986)
Purchase of treasury shares..................     --         --        (1,645)       --           --             --        (1,645)
Unrealized losses on securities designated 
  as available for sale, net of related 
  tax effects................................     --         --          --          --             (153)        --          (153)
Principal repayment on loan to 
  ESOP/amortization of expense related 
  to stock benefit plans.....................     --           66        --            859         --            --           925
Net earnings for the year ended             
  September 30, 1996.........................     --          --         --          --            --            1,441      1,441
                                               ------    --------    --------    ---------     ---------      --------   --------
Balance at September 30, 1996................      23      22,713      (3,058)      (2,593)          235        15,736     33,056
Dividends paid of $1.75 per share............     --          170        --          --            --           (3,524)    (3,354)
Purchase of treasury shares..................     --          --       (1,328)       --            --            --        (1,328)
Unrealized losses on securities designated as
  available for sale, net of related 
  tax effects.................................     --          --         --          --             (184)        --          (184)
Principal repayment on loan to 
  ESOP/amortization of expense related 
  to stock benefit plans......................    --          199        --            666         --            --           865
Net earnings for the year ended             
  September 30, 1997..........................    --          --         --           --           --            2,369      2,369
                                               ------    --------    --------    ---------     ---------      --------   --------
Balance at September 30, 1997................. $   23    $ 23,082    $ (4,386)   $  (1,927)    $      51      $  14,581  $ 31,424
                                               ------    --------    --------    ---------     ---------      --------   --------
                                               ------    --------    --------    ---------     ---------      --------   --------

</TABLE>

        The accompanying notes are an integral part of these statements.

                                       21
<PAGE>

                       Enterprise Federal Bancorp, Inc.
              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                           Year ended September 30,
                                (In thousands)

<TABLE>
<CAPTION>
                                                                                      1997       1996       1995
                                                                                   ---------  ---------  ---------
<S>                                                                                <C>        <C>        <C>
Cash flows from operating activities:
  Net earnings for the year......................................................  $   2,369  $   1,441  $   1,837
  Adjustments to reconcile net earnings 
   to net cash provided by (used in) operating activities:
     Amortization of discounts and premiums on loans,
       investments and mortgage-backed securities--net...........................         24        (34)        78
     Amortization of deferred loan origination fees..............................       (189)      (170)      (142)
     Amortization of expense related to stock benefit plans......................        865        925        236
     Depreciation and amortization...............................................        263        121        112
     Provision for losses on loans...............................................        165         90       --
     Gain on sale of securities designated as available for sale.................       (597)      (885)      (331)
     Gain on sale of real estate acquired through foreclosure....................       --         --          (39)
     Federal Home Loan Bank stock dividends......................................       (297)      (148)       (78)
     Increase (decrease) in cash due to changes in:
       Accrued interest receivable...............................................       (338)      (272)      (176)
       Prepaid expenses and other assets.........................................        (34)       (36)       219
       Accrued interest payable..................................................        148        112        267
       Other liabilities.........................................................       (546)       878        131
       Federal income taxes
       Current...................................................................      1,053        304         (6)
       Deferred..................................................................        297       (344)        59
                                                                                    ---------  ---------  ---------
         Net cash provided by operating activities...............................      3,183      1,982      2,167

Cash flows provided by (used in) investing activities:
  Purchase of investment securities..............................................       (968)      --       (7,427)
  Proceeds from sale of investment securities designated
   as available for sale.........................................................        356       --        8,518
  Purchase of mortgage-backed securities.........................................    (55,302)   (51,493)   (68,464)
  Proceeds from sale of mortgage-backed securities designated 
   as available for sale.........................................................     52,714     54,552     18,776
  Principal repayments on mortgage-backed securities.............................      6,728      4,178      4,108
  Loan principal repayments......................................................     22,664     23,208     20,802
  Loan disbursements.............................................................    (65,585)   (61,378)   (31,213)
  Purchase of office premises and equipment......................................       (174)    (1,640)      (253)
  Proceeds from sale of real estate acquired through foreclosure.................       --           19        122
  Purchase of Federal Home Loan Bank stock.......................................     (2,203)    (1,307)      (457)
                                                                                    ---------  ---------  ---------
          Net cash used in investing activities..................................    (41,770)   (33,861)   (55,488)
                                                                                    ---------  ---------  ---------
          Net cash used in operating and investing activities 
            (subtotal carried forward)...........................................    (38,587)   (31,879)   (53,321)
                                                                                    ---------  ---------  ---------
</TABLE>
 
                                      22


<PAGE>

                       Enterprise Federal Bancorp, Inc.
              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                           Year ended September 30,
                                (In thousands)
<TABLE>
<CAPTION>
                                                                                      1997       1996       1995
                                                                                   ---------  ---------  ---------
<S>                                                                                <C>        <C>        <C>
           Net cash used in operating and investing activities 
             (subtotal brought forward)..........................................  $  (38,587) $  (31,879) $  (53,321)

Cash flows provided by (used in) financing activities:
  Net increase (decrease) in deposit accounts....................................       6,850      11,760     (26,022)
  Proceeds from Federal Home Loan Bank advances..................................      65,000      40,000      30,000
  Repayment of Federal Home Loan Bank advances...................................     (30,000)    (10,000)       --
  Escrow deposits................................................................        (208)         18          (7)
  Net proceeds from issuance of common stock.....................................        --          --        26,297
  Purchase of treasury shares....................................................      (1,328)     (1,645)     (1,413)
  Purchase of shares for employee stock benefit plans............................        --          --        (1,329)
  Return of capital distribution.................................................        --          (5,986)     --
  Payment of dividends...........................................................      (3,524)       --          --
                                                                                   ----------  ----------  ----------
           Net cash provided by financing activities.............................      36,790      34,147      27,526
                                                                                   ----------  ----------  ----------

Net increase (decrease) in cash and cash equivalents.............................      (1,797)      2,268     (25,795)

Cash and cash equivalents at beginning of year...................................      12,938      10,670      36,465
                                                                                   ----------  ----------  ----------

Cash and cash equivalents at end of year.........................................  $   11,141  $   12,938  $   10,670
                                                                                   ----------  ----------  ----------
                                                                                   ----------  ----------  ----------

Supplemental disclosure of cash flow information:
  Cash paid during the year for:
      Federal income taxes.......................................................  $      895  $      361  $      883
                                                                                   ----------  ----------  ----------
                                                                                   ----------  ----------  ----------

      Interest on deposits and borrowings........................................  $   11,771  $    9,280  $    6,311
                                                                                   ----------  ----------  ----------
                                                                                   ----------  ----------  ----------

Supplemental disclosure of noncash investing activities: 
  Transfers from loans to real estate acquired through foreclosure...............  $     --    $       21  $     --
                                                                                   ----------  ----------  ----------
                                                                                   ----------  ----------  ----------

  Unrealized gains (losses) on securities designated as 
    available for sale, net of related tax effects...............................  $     (184) $     (153) $      388
                                                                                   ----------  ----------  ----------
                                                                                   ----------  ----------  ----------
</TABLE>
 
        The accompanying notes are an integral part of these statements.

                                      23


<PAGE>

                       Enterprise Federal Bancorp, Inc.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                       September 30, 1997, 1996 and 1995

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    During fiscal 1994, the Board of Directors of Enterprise Federal Savings
Bank (the Savings Bank) adopted an overall plan of conversion and reorganization
(the Plan) whereby the Savings Bank would convert to the stock form of ownership
(the Conversion), followed by the issuance of all of the Savings Bank's
outstanding stock to a newly formed holding company, Enterprise Federal Bancorp,
Inc. (the Corporation), and the issuance of common shares of the Corporation to
subscribing members of the Savings Bank. The Conversion to the stock form of
ownership was completed on October 14, 1994, culminating in the Corporation's
issuance of 2,268,596 common shares. Condensed financial statements of the
Corporation as of the periods ended September 30, 1997, 1996 and 1995 are
presented in Note L. Future references are made to either the Corporation or the
Savings Bank as applicable.
 
    The Corporation conducts a general banking business in southwestern Ohio
which consists of attracting deposits from the general public and applying those
funds to the origination of loans for residential, consumer and nonresidential
purposes. The Corporation's profitability is significantly dependent on its net
interest income, which is the difference between interest income generated from
interest-earning assets (i.e. loans and investments) and the interest expense
paid on interest-bearing liabilities (i.e. customer deposits and borrowed
funds). Net interest income is affected by the relative amount of interest-
earning assets and interest-bearing liabilities and the interest received or
paid on these balances. The level of interest rates paid or received by the
Corporation can be significantly influenced by a number of environmental
factors, such as governmental monetary policy, that are outside of management's
control.
 
    The consolidated financial information presented herein has been prepared in
accordance with generally accepted accounting principles ("GAAP") and general
accounting practices within the financial services industry. In preparing
consolidated financial statements in accordance with GAAP, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and revenues and expenses
during the reporting period. Actual results could differ from such estimates.
 
    The following is a summary of the Corporation's significant accounting
policies which have been consistently applied in the preparation of the
accompanying consolidated financial statements.
 
1.  PRINCIPLES OF CONSOLIDATION
 
    The consolidated financial statements include the accounts of the
Corporation and its subsidiary, the Savings Bank. All significant intercompany
balances and transactions have been eliminated.

                                      24


<PAGE>

                       Enterprise Federal Bancorp, Inc.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                       September 30, 1997, 1996 and 1995

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.  INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES
 
    The Corporation accounts for investment and mortgage-backed securities in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 115
"Accounting for Certain Investments in Debt and Equity Securities." SFAS No. 115
requires that investments be categorized as held-to-maturity, trading, or
available for sale. Securities classified as held-to-maturity are carried at
cost only if the Corporation has the positive intent and ability to hold these
securities to maturity. Trading securities and securities available for sale are
carried at fair value with resulting unrealized gains or losses charged to
operations or stockholders' equity, respectively.
 
    At September 30, 1997 and 1996, the Corporation's stockholders' equity
reflected an unrealized gain on securities designated as available for sale, net
of applicable tax effects, totaling $51,000 and $235,000 respectively.
 
    Realized gains or losses on sales of securities are recognized using the
specific identification method.
 
3.  LOANS RECEIVABLE
 
    Loans receivable are stated at the principal amount outstanding, adjusted
for deferred loan origination fees, the allowance for loan losses and premiums
and discounts on purchased loans. Premiums and discounts on loans purchased are
amortized and accreted to operations using the interest method over the life of
the underlying loans.

    Interest is accrued as earned unless the collectibility of the loan is in
doubt. Uncollectible interest on loans that are contractually past due is
charged off, or an allowance is established based on management's periodic
evaluation. The allowance is established by a charge to interest income equal to
all interest previously accrued, and income is subsequently recognized only to
the extent that cash payments are received until, in management's judgment, the
borrower's ability to make periodic interest and principal payments has returned
to normal, in which case the loan is returned to accrual status.
 
4.  LOAN ORIGINATION FEES
 
    The Savings Bank accounts for loan origination fees in accordance with SFAS
No. 91, "Accounting for Nonrefundable Fees and Costs Associated with Originating
or Acquiring Loans and Initial Direct Costs of Leases". Pursuant to the
provisions of SFAS No. 91, origination fees received from loans, net of certain
direct origination costs, are deferred and amortized to interest income using
the level-yield method, giving effect to actual loan prepayments. Additionally,
SFAS No. 91 generally limits the definition of loan origination costs to the
direct costs attributable to originating a loan, i.e. principally actual
personnel 

                                      25


<PAGE>

                       Enterprise Federal Bancorp, Inc.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                       September 30, 1997, 1996 and 1995

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

4.  LOAN ORIGINATION FEES (continued)

costs. Fees received for loan commitments that are expected to be drawn upon, 
based on the Savings Bank's experience with similar commitments, are deferred 
and amortized over the life of the loan using the level-yield method. Fees 
for other loan commitments are deferred and amortized over the loan 
commitment period on a straight-line basis.
 
5.  ALLOWANCE FOR LOSSES ON LOANS
 
    It is the Savings Bank's policy to provide valuation allowances for
estimated losses on loans based on past loss experience, trends in the level of
delinquent and problem loans, adverse situations that may affect the borrower's
ability to repay, the estimated value of any underlying collateral and current
and anticipated economic conditions in its primary lending area. When the
collection of a loan becomes doubtful, or otherwise troubled, the Savings Bank
records a loan loss provision equal to the difference between the fair value of
the property securing the loan and the loan's carrying value. Major loans and
major lending areas are reviewed periodically to determine potential problems at
an early date. The allowance for loan losses is increased by charges to earnings
and decreased by charge-offs (net of recoveries).
 
    In June 1993, the FASB issued SFAS No. 114, "Accounting by Creditors for
Impairment of a Loan". SFAS No. 114, which was amended by SFAS No. 118 as to
certain income recognition and financial statement disclosure provisions,
requires that impaired loans be measured based upon the present value of
expected future cash flows discounted at the loan's effective interest rate or,
as an alternative, at the loan's observable market price or fair value of the
collateral. The Savings Bank's current procedures for evaluating impaired loans
result in carrying such loans at the lower of cost or fair value. As a result,
the Corporation adopted SFAS No. 114 effective October 1, 1995, without material
financial statement effect.
 
    A loan is defined under SFAS No. 114 as impaired when, based on current
information and events, it is probable that a creditor will be unable to collect
all amounts due according to the contractual terms of the loan agreement. In
applying the provisions of SFAS No. 114, the Savings Bank considers its
investment in one-to-four family residential loans and consumer installment
loans to be homogeneous and therefore excluded from separate identification for
evaluation of impairment. With respect to the Savings Bank's investment in
nonresidential and multi-family residential real estate loans, and its
evaluation of impairment thereof, such loans are generally collateral dependent
and, as a result, are carried as a practical expedient at the lower of cost or
fair value.
 
    Collateral dependent loans which are more than ninety days delinquent are
considered to constitute more than a minimum delay in repayment and are
evaluated for impairment under SFAS No. 114 at that time.

                                      26


<PAGE>

                       Enterprise Federal Bancorp, Inc.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                       September 30, 1997, 1996 and 1995

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

5.  ALLOWANCE FOR LOSSES ON LOANS (continued)

    At September 30, 1997 and 1996, the Savings Bank had no loans that would be
defined as impaired under SFAS No. 114.
 
6.  OFFICE PREMISES AND EQUIPMENT
 
    Office premises and equipment are carried at cost and include expenditures
which extend the useful lives of existing assets. Maintenance, repairs and minor
renewals are expensed as incurred. For financial reporting, depreciation and
amortization are provided on the straight-line and accelerated methods over the
useful lives of the assets, estimated to be forty to fifty years for buildings,
ten to forty years for building improvements, and five to ten years for
furniture and equipment. An accelerated method is used for tax reporting
purposes.
 
7.  REAL ESTATE ACQUIRED THROUGH FORECLOSURE
 
    Real estate acquired through foreclosure is carried at the lower of the
loan's unpaid principal balance (cost) or fair value less estimated selling
expenses at the date of acquisition. Real estate loss provisions are recorded if
the properties' fair value subsequently declines below the amount determined at
the recording date. In determining the lower of cost or fair value at
acquisition, costs relating to development and improvement of property are
capitalized. Costs relating to holding real estate acquired through foreclosure,
net of rental income, are charged against earnings as incurred.
 
8.  GOODWILL AND OTHER INTANGIBLE ASSETS
 
    Goodwill and specifically identifiable intangible assets related to branch
acquisitions are amortized over a ten year estimated useful life using the
straight line method.
 
    Goodwill represents the unidentified intangible assets resulting from the
Savings Bank's purchase of branch offices from other financial institutions.
Management periodically evaluates the carrying value of these intangible assets
in relation to the continuing earnings capacity of such offices.
 
9.  INCOME TAXES
 
    The Corporation accounts for federal income taxes in accordance with the
provisions of SFAS No. 109, "Accounting for Income Taxes". SFAS No. 109
established financial accounting and reporting standards for the effects of
income taxes that result from the Corporation's activities within the current
and previous years. Pursuant to the provisions of SFAS No. 109, a deferred tax
liability or deferred tax asset is computed by applying the current statutory
tax rates to net taxable or deductible differences between the tax basis of an
asset or liability and

                                      27


<PAGE>

                       Enterprise Federal Bancorp, Inc.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                       September 30, 1997, 1996 and 1995

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

9.  INCOME TAXES (continued)

    Its reported amount in the consolidated financial statements that will 
result in taxable or deductible amounts in future periods. Deferred tax 
assets are recorded only to the extent that the amount of net deductible 
temporary differences or carryforward attributes may be utilized against 
current period earnings, carried back against prior years earnings, offset 
against taxable temporary differences reversing in future periods, or 
utilized to the extent of management's estimate of future taxable income. A 
valuation allowance is provided for deferred tax assets to the extent that 
the value of net deductible temporary differences and carryforward attributes 
exceeds management's estimates of taxes payable on future taxable income. 
Deferred tax liabilities are provided on the total amount of net temporary 
differences taxable in the future.
 
    The Corporation's principal temporary differences between pretax financial
income and taxable income result primarily from different methods of accounting
for deferred loan origination fees, Federal Home Loan Bank stock dividends,
certain components of retirement expense, the general loan loss allowance and
the percentage of earnings bad debt deduction. Additional differences result
from depreciation computed utilizing accelerated methods for tax purposes.
 
10. RETIREMENT AND INCENTIVE PLANS
 
    The Corporation has several retirement and incentive plans covering the
directors and substantially all employees. Such plans are more fully described
as follows.
 
    In conjunction with the Conversion, the Corporation implemented an Employee
Stock Ownership Plan (ESOP). The ESOP provides retirement benefits for all
employees who have completed one year of service and have attained the age of
21. The Corporation accounts for the ESOP in accordance with Statement of
Position (SOP) 93-6, "Employers' Accounting for Employee Stock Ownership Plans".
SOP 93-6 requires that compensation expense recorded by employers be based on
the fair value of ESOP shares allocated to participants during a fiscal year.
The Corporation recognized expense related to the ESOP totaling $545,000,
$652,000 and $252,000 for the fiscal years ended September 30, 1997, 1996 and
1995, respectively.
 
    Additionally, the Corporation adopted a Management Recognition Plan (MRP).
The MRP purchased 90,744 shares of the Corporation's common stock during fiscal
1995 at an average price per share of $14.64. All of the shares available under
the plan were granted to executive officers of the Savings Bank. Common stock
granted under the MRP vests ratably over a five-year period, commencing in
November, 1994. A provision of $472,000, $234,000 and $199,000 was charged to
expense for the MRP for the fiscal years ended September 30, 1997, 1996 and
1995, respectively.

                                      28


<PAGE>

                       Enterprise Federal Bancorp, Inc.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                       September 30, 1997, 1996 and 1995

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

10. RETIREMENT AND INCENTIVE PLANS (continued)
 
    The Savings Bank is a participant in a multi-employer defined benefit
pension plan that covers substantially all employees. The Savings Bank funds its
pension plan through participation in the Pentegra Fund (the Fund). The
provision for pension expense totaled $22,000, $99,000 and $105,000 for the
fiscal years ended September 30, 1997, 1996 and 1995 respectively. Pension
expense is computed by the Fund's actuaries utilizing the frozen initial
liability method and assuming a 7.5% return on Fund assets. The Savings Bank is
not required to disclose separate actuarial information due the Fund's
classification as a multi-employer pension plan.
 
11. FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", 
requires disclosure of the fair value of financial instruments, both assets 
and liabilities whether or not recognized in the consolidated statement of 
financial condition, for which it is practicable to estimate that value. For 
financial instruments where quoted market prices are not available, fair 
values are based on estimates using present value and other valuation methods.
 
    The methods used are greatly affected by the assumptions applied, including
the discount rate and estimates of future cash flows. Therefore, the fair values
presented may not represent amounts that could be realized in an exchange for
certain financial instruments.
 
    The following methods and assumptions were used by the Corporation in
estimating its fair value disclosures for financial instruments at September 30,
1997 and 1996:
 
        Cash and cash equivalents: The carrying amounts presented in the
    consolidated statements of financial condition for cash and cash equivalents
    are deemed to approximate fair value.
 
        Investment and mortgage-backed securities: For investment and
    mortgage-backed securities, fair value is deemed to equal the quoted market
    price.
 
        Loans receivable: The loan portfolio has been segregated into categories
    with similar characteristics, such as one-to-four family residential,
    multi-family residential and nonresidential real estate. These loan
    categories were further delineated into fixed-rate and adjustable-rate
    loans. The fair values for the resultant loan categories were computed via
    discounted cash flow analysis, using current interest rates offered for
    loans with similar terms to borrowers of similar credit quality. For
    consumer and other loans, fair values were deemed to equal the historic
    carrying values. The historical carrying amount of accrued interest on loans
    is deemed to approximate fair value.

                                      29



<PAGE>

                           Enterprise Federal Bancorp, Inc.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                          September 30, 1997, 1996 and 1995

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

11. Fair Value of Financial Instruments (continued)

        Federal Home Loan Bank stock: The carrying amount presented in the
    consolidated statements of financial condition is deemed to approximate fair
    value.
 
        Deposits: The fair value of NOW accounts, passbook accounts, money
    market and escrow deposits is deemed to approximate the amount payable on
    demand. Fair values for fixed-rate certificates of deposit have been
    estimated using a discounted cash flow calculation using the interest rates
    currently offered for deposits of similar remaining maturities.
 
        Advances from Federal Home Loan Bank: The fair value of these advances
    is estimated using the rates currently offered for similar advances of
    similar remaining maturities.
 
        Commitments to extend credit: For fixed-rate and adjustable-rate loan
    commitments, the fair value estimate considers the difference between
    current levels of interest rates and committed rates. At September 30, 1997
    and 1996, the difference between the fair value and notional amount of loan
    commitments was not material.

    Based on the foregoing methods and assumptions, the carrying value and fair
value of the Corporation's financial instruments at September 30 are as follows:

<TABLE>

<CAPTION>
                                                                            1997                  1996      
                                                                   ---------------------------------------------
                                                                   CARRYING    FAIR        CARRYING    FAIR
                                                                   VALUE       VALUE       VALUE       VALUE
                                                                   ----------  ----------  ---------  ----------
                                                                                   (IN THOUSANDS)               

<S>                                                                <C>         <C>         <C>         <C>       
Financial assets
  Cash and cash equivalents......................................  $   11,141  $   11,141  $   12,938  $   12,938
  Investment securities..........................................         698         698      --          --
  Mortgage-backed securities.....................................      61,457      61,457      65,482      65,482
  Loans receivable...............................................     191,096     190,597     149,050     148,178
  Stock in Federal Home Loan Bank................................       5,500       5,500       3,000       3,000
                                                                   ----------  ----------  ----------  ----------
                                                                   $  269,892  $  269,393  $  230,470  $  229,598
                                                                   ----------  ----------  ----------  ----------
                                                                   ----------  ----------  ----------  ----------
Financial liabilities
  Deposits.......................................................  $  146,297  $  147,136  $  139,447  $  140,209
  Advances from Federal Home Loan Bank...........................      95,000      94,936      60,000      59,792
  Escrow deposits................................................      --          --             208         208
                                                                   ----------  ----------  ----------  ----------
                                                                   $  241,297  $  242,072  $  199,655  $  200,209
                                                                   ----------  ----------  ----------  ----------
                                                                   ----------  ----------  ----------  ----------
</TABLE>

                                      30
<PAGE>

                           Enterprise Federal Bancorp, Inc.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                          September 30, 1997, 1996 and 1995

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

12. CASH AND CASH EQUIVALENTS
 
For purposes of reporting cash flows, cash and cash equivalents include cash
and due from banks, federal funds sold, and interest-bearing deposits due from
other financial institutions with original maturities of less than ninety days.
 
13. EARNINGS PER SHARE AND DIVIDENDS PER SHARE
 
    Primary earnings per share for the years ended September 30, 1997, 1996 and
1995 is based upon the weighted-average shares outstanding during the period
plus those stock options that are dilutive, less 85,518, 113,714 and 181,488
shares, respectively, in the ESOP that are unallocated and not committed to be
released. Weighted-average common shares deemed outstanding totaled 1,920,482,
1,984,616 and 2,046,991 for the years ended September 30, 1997, 1996 and 1995,
respectively. There was no material dilutive effect attendant to the
Corporation's stock option plan during the years ended September 30, 1997, 1996
and 1995.
 
    During fiscal 1996, the Corporation declared a dividend of $3.00 per common
share, which was paid in October, 1995 from funds retained by the Corporation in
the Conversion and was deemed by management to constitute a return of excess
capital. Accordingly, the Corporation charged the return of capital dividend to
additional paid-in-capital. Management has obtained a Private Letter Ruling from
the Internal Revenue Service which states that the Corporation's dividend
payments in excess of accumulated earnings and profits are considered a tax-free
return of capital for federal income tax purposes. As a result, management
determined that approximately $2.95 of the fiscal 1996 distribution constitutes
a tax-free return of capital.
 
14. RECLASSIFICATIONS
 
    Certain prior year amounts have been reclassified to conform to the 1997
consolidated financial statement presentation.

                                      31
<PAGE>

                           Enterprise Federal Bancorp, Inc.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                          September 30, 1997, 1996 and 1995

NOTE B--INVESTMENTS AND MORTGAGE-BACKED SECURITIES
 
    At September 30, 1997, the Corporation's investment securities consisted
entirely of equity securities of another financial institution totaling
$698,000. At September 30, 1997, the cost and carrying value of such securities
approximated market value.
 
    The amortized cost, gross unrealized gains, gross unrealized losses, and
estimated fair values of mortgage-backed securities at September 30, 1997 and
1996 are summarized as follows:

<TABLE>
<CAPTION>
                                                                                               1997
                                                                      -------------------------------------------------------
                                                                                          GROSS         GROSS    ESTIMATED 
                                                                       AMORTIZED      UNREALIZED    UNREALIZED         FAIR 
                                                                            COST           GAINS        LOSSES        VALUE 
                                                                      -----------    -------------  ----------    ---------
                                                                                     (IN THOUSANDS)                    
<S>                                                                   <C>            <C>          <C>             <C>      
Available for sale:                                                                                                    
  Federal Home Loan Mortgage Corporation participation                                                                 
    certificates....................................................   $  14,943     $      53     $      75      $  14,921
  Federal National Mortgage Association participation certificates..      33,906            48           122         33,832
  Collateralized mortgage obligations...............................      12,530           178             4         12,704
                                                                     -----------     ---------     ---------      ---------
                                                                       $  61,379     $     279     $     201      $  61,457
                                                                     -----------     ---------     ---------      ---------
                                                                     -----------     ---------     ---------      ---------
</TABLE>

<TABLE>

<CAPTION>
                                                                                              1996
                                                                     --------------------------------------------------
                                                                                        GROSS         GROSS   ESTIMATED
                                                                      AMORTIZED    UNREALIZED    UNREALIZED        FAIR
                                                                           COST         GAINS        LOSSES       VALUE
                                                                     ----------    ----------     ---------  ----------
                                                                                        (IN THOUSANDS)

<S>                                                                   <C>            <C>           <C>         <C>
Available for sale:                                                                                                     
  Federal Home Loan Mortgage Corporation participation                                                                  
    certificates....................................................   $   3,559     $  --         $     161   $   3,398
  Federal National Mortgage Association participation certificates..      23,497            82           215      23,364
  Small Business Administration participation certificates..........       1,082            36        --           1,118
  Collateralized mortgage obligations...............................      36,988           655            41      37,602
                                                                      -----------        -----         -----   ---------
                                                                       $  65,126     $     773     $     417   $  65,482
                                                                      -----------        -----         -----   ---------
                                                                      -----------        -----         -----   ---------
</TABLE>

                                       32
<PAGE>

                           Enterprise Federal Bancorp, Inc.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                          September 30, 1997, 1996 and 1995

NOTE B--INVESTMENTS AND MORTGAGE-BACKED SECURITIES (CONTINUED)

The amortized cost of mortgage-backed securities at September 30, 1997, by
contractual term to maturity, is shown below. Expected maturities will differ
from contractual maturities because borrowers may generally prepay obligations
without prepayment penalties.
 
<TABLE>
<CAPTION>
                                                                        AMORTIZED
                                                                             COST
                                                                   --------------
                                                                   (IN THOUSANDS)
<S>                                                                <C>
Due within ten years.........................................          $      358
Due after ten years..........................................              61,021
                                                                       ----------
                                                                       $   61,379
                                                                       ----------
                                                                       ----------
</TABLE>
 
Federal funds sold with an approximate carrying value of $2.5 million were
pledged to secure public deposits at September 30, 1997.
 
NOTE C--LOANS RECEIVABLE
 
The composition of the loan portfolio is as follows at September 30:
 
<TABLE>
<CAPTION>
                                                           1997        1996
                                                       ----------  ----------
                                                           (IN THOUSANDS)
<S>                                                    <C>         <C>
Residential real estate                                                     
  One-to-four family.................................  $  130,022  $   96,605
  Equity lines.......................................      19,781      12,065
  Multi-family.......................................       4,693       6,525
  Construction.......................................      15,960      15,567
Nonresidential real estate and land..................      38,516      35,162
Consumer and other...................................       1,009         942
                                                       ----------  ----------
                                                          209,981     166,866
Less:
  Undisbursed portion of loans in process............       7,821       9,928
  Deferred loan origination fees.....................       1,017         874
  Allowance for loan losses..........................         575         410
  Undisbursed portion of equity lines................       9,472       6,604
                                                       ----------  ----------
                                                       $  191,096  $  149,050
                                                       ----------  ----------
                                                       ----------  ----------
</TABLE>
 
    The Savings Bank's lending efforts have historically focused on one-to-four
family and multi-family residential real estate loans, which comprise
approximately $141.3 million, or 74%, of the total loan portfolio at September
30, 1997, and $107.5 million, or 72%, of the total loan portfolio at September
30, 1996. Generally, such loans have been underwritten 

                                       33
<PAGE>

                           Enterprise Federal Bancorp, Inc.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                          September 30, 1997, 1996 and 1995

NOTE C -- LOANS RECEIVABLE (Continued)

on the basis of no more than an 80% loan-to-value ratio, which has 
historically provided the Savings Bank with adequate collateral coverage in 
the event of default. Nevertheless, the Savings Bank, as with any lending 
institution, is subject to the risk that real estate values could deteriorate 
in its primary lending area of southwestern Ohio, thereby impairing 
collateral values. However, management is of the belief that residential real 
estate values in the Savings Bank's primary lending area are presently stable.
 
NOTE D--ALLOWANCE FOR LOAN LOSSES
 
The activity in the allowance for loan losses is summarized as follows:
 
<TABLE>
<CAPTION>
                                               1997       1996       1995
                                             ---------  ---------  ---------
                                                     (IN THOUSANDS)
<S>                                          <C>        <C>        <C>
Balance at beginning of period.............  $     410  $     323  $     323
Provision for losses on loans..............        165         90         --
Charge-offs of loans.......................         --         (3)        --
                                             ---------  ---------  ---------
Balance at end of period...................  $     575  $     410  $     323
                                             ---------  ---------  ---------
                                             ---------  ---------  ---------
</TABLE>
 
As of September 30, 1997, the Savings Bank's allowance for loan losses was
solely general in nature, and is includible as a component of regulatory
risk-based capital.
 
Nonperforming and renegotiated loans for which interest has been reduced
totaled approximately $33,000, $203,000 and $454,000 at September 30, 1997, 1996
and 1995, respectively. Interest income which would have been recognized if such
loans had been performing pursuant to contractual terms totaled approximately
$3,000, $12,000 and $6,000 for the years ended September 30, 1997, 1996, and
1995, respectively.
 
NOTE E--OFFICE PREMISES AND EQUIPMENT
 
Office premises and equipment at September 30 are comprised of the
following:
 
<TABLE>
<CAPTION>
                                                          1997       1996
                                                        ---------  ---------
                                                           (IN THOUSANDS)
<S>                                                     <C>        <C>
Land and improvements.................................  $     839  $     839
Office buildings and improvement......................      3,110      3,089
Furniture, fixtures and equipment.....................      1,009        932
                                                        ---------  ---------
                                                            4,958      4,860
Less accumulated depreciation and amortization........      1,414      1,257
                                                        ---------  ---------
                                                        $   3,544  $   3,603
                                                        ---------  ---------
                                                        ---------  ---------
</TABLE>
 
                                       34
<PAGE>

                           Enterprise Federal Bancorp, Inc.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                          September 30, 1997, 1996 and 1995

NOTE F--DEPOSITS
 
Deposits consist of the following major classifications at September 30:

<TABLE>
<CAPTION>
                                                                                 1997                   1996        
                                                                        ----------------------  ---------------------
                                                                          AMOUNT        %        AMOUNT        %
                                                                        ----------   ---------  ----------  ---------
                                                                                     (DOLLARS IN THOUSANDS)           
<S>                                                                     <C>         <C>         <C>         <C>
Deposit type and weighted-                                                         
average interest rate                                                              
Now accounts                                                                       
  1997--1.44%.........................................................  $    9,208       6.29%
  1996--1.35%.........................................................                          $    8,378       6.01%
Passbook                                                                           
  1997--3.00%.........................................................      15,949      10.90
  1996--3.00%.........................................................                              17,192      12.33
Money market deposit accounts                                                         
  1997--4.35%.........................................................      21,694      14.83
  1996--4.06%.........................................................                              18,446      13.23
                                                                        ----------  ---------   ----------  ---------
Total demand, transaction and passbook deposits.......................      46,851      32.02       44,016      31.57
                                                                                            
Certificates of deposit                                                                 
Original maturities of:                                                                  
12 months or less                                                                           
  1997--5.59%.........................................................      36,902      25.23
  1996--5.33%.........................................................                              39,106      28.04
Over 12 months to 36 months                                                                 
  1997--5.96%.........................................................      32,655      22.32
  1996--5.94%.........................................................                              29,583      21.21
More than 36 months                                                                        
  1997--6.42%.........................................................      29,889      20.43
  1996--6.43%.........................................................                              26,742      19.18
                                                                        ----------  ---------   ----------  ---------
Total certificates of deposit.........................................      99,446      67.98       95,431      68.43
                                                                        ----------  ---------   ----------  ---------
Total deposits........................................................  $  146,297     100.00%  $  139,447     100.00%
                                                                        ----------  ---------   ----------  ---------
                                                                        ----------  ---------   ----------  ---------
</TABLE>
 
    The Savings Bank had deposit accounts with balances greater than $100,000
totaling $19.3 million and $16.0 million at September 30, 1997 and 1996,
respectively.

                                      35
<PAGE>

                           Enterprise Federal Bancorp, Inc.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                          September 30, 1997, 1996 and 1995

NOTE F -- DEPOSITS (continued)

Interest expense on deposits for the years ended September 30 is summarized
as follows:
 
<TABLE>
<CAPTION>
                                                  1997       1996       1995
                                               ----------  ---------  ---------
                                                        (IN THOUSANDS)
<S>                                            <C>         <C>        <C>
Passbook.....................................  $      497  $     528  $     564
NOW and money market deposit
  accounts...................................       1,000        738        513
Certificates of deposit......................       5,802      5,572      4,760
                                               ----------  ---------  ---------
                                               $    7,299  $   6,838  $   5,837
                                               ----------  ---------  ---------
                                               ----------  ---------  ---------
</TABLE>
 
    Maturities of outstanding certificates of deposit are summarized as follows
at September 30:
 
<TABLE>
<CAPTION>
                                                           1997       1996
                                                         ---------  ---------
                                                            (IN THOUSANDS)
<S>                                                      <C>        <C>
Less than one year.....................................  $  52,763  $  52,810
One to three years.....................................     36,598     25,820
Over three years.......................................     10,085     16,801
                                                         ---------  ---------
                                                         $  99,446  $  95,431
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
NOTE G--ADVANCES FROM THE FEDERAL HOME LOAN BANK
 
Advances from the Federal Home Loan Bank, collateralized at September 30,
1997 by certain residential mortgage loans totaling $130.0 million, certain
mortgage-backed securities totaling $30.0 million and the Savings Bank's
investment in Federal Home Loan Bank stock are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                         SEPTEMBER 30,
WEIGHTED AVERAGE                             MATURING IN FISCAL      ---------------------
INTEREST RATE                                 YEAR ENDING IN            1997       1996
----------------------------------------------  ----------------     ---------   ---------
                                                                        (IN THOUSANDS)
<S>                                               <C>                 <C>         <C>
5.38%...........................................           1997       $  --       $  10,000
5.51%-5.60%.....................................           1998          25,000      20,000
5.60%...........................................           1999          30,000      --
6.25%...........................................           2000          10,000      10,000
6.75%...........................................           2005          10,000      10,000
6.50%...........................................           2006          10,000      10,000
6.51%...........................................           2007          10,000          --
                                                                      ---------   ---------
                                                                     $   95,000   $  60,000
                                                                      ---------   ---------
                                                                      ---------   ---------
Weighted-average interest rate..................                           5.98%      5.98%
                                                                      ---------   ---------
                                                                      ---------   ---------
</TABLE>

                                       36
<PAGE>

                       Enterprise Federal Bancorp, Inc.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       SEPTEMBER 30, 1997, 1996 AND 1995


NOTE H--FEDERAL INCOME TAXES
 
 Federal income taxes differ from the amounts computed at the statutory
 corporate tax rate as follows at September 30:
 
                                                  1997    1996    1995
                                                  ----    ----    ----
                                                    (IN THOUSANDS)
Federal income taxes computed at
 statutory rate...............................   $1,233   $748    $943
Increase (decrease) in taxes resulting from:
  Amortization of goodwill....................       10     10      10
  Other.......................................       13     --     (17)
                                                 ------   ----    ----
Federal income tax provision per
 consolidated financial statements............   $1,256   $758    $936
                                                 ------   ----    ----
                                                 ------   ----    ----

 
 The composition of the Corporation's net deferred tax asset (liability) is
 as follows at September 30:
 
<TABLE>
<CAPTION>
TAXES (PAYABLE) REFUNDABLE ON TEMPORARY
DIFFERENCES AT STATUTORY RATE:                                                                     1997       1996
                                                                                                   ---------  ---------
<S>                                                                                                <C>        <C>
                                                                                                      (IN THOUSANDS)
Deferred tax liabilities:
  Federal Home Loan Bank stock dividends.........................................................  $    (346) $    (245)
  Difference between book and tax depreciation...................................................       (167)      (151)
  Percentage of earnings bad debt deduction......................................................       (386)      (386)
  Unrealized gain on securities designated as available for sale.................................        (27)      (121)
                                                                                                   ---------  ---------
        Total deferred tax liabilities...........................................................       (926)      (903)
 
Deferred tax assets:
  General loan loss allowance....................................................................        195        139
  Deferred loan origination fees.................................................................        346        297
  Deferred compensation..........................................................................         72        157
  Employee stock benefit plans...................................................................        130         65
  SAIF recapitalization assessment...............................................................     --            262
  Other..........................................................................................         17         20
                                                                                                   ---------  ---------
        Total deferred tax assets................................................................        760        940
                                                                                                   ---------  ---------
        Net deferred tax asset (liability).......................................................  $    (166) $      37
                                                                                                   ---------  ---------
                                                                                                   ---------  ---------
</TABLE>


                                      37

<PAGE>

                       Enterprise Federal Bancorp, Inc.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                      September 30, 1997, 1996 and 1995


NOTE H--FEDERAL INCOME TAXES (continued)


In prior years, the Savings Bank was allowed a special bad debt deduction, 
generally limited to 8% of otherwise taxable income, and subject to certain 
limitations based on aggregate loans and deposit account balances at the end 
of the year. If the amounts that qualify as deductions for federal income 
taxes are later used for purposes other than bad debt losses, including 
distributions in liquidation, such distributions will be subject to federal 
income taxes at the then current corporate income tax rate. Retained earnings 
at September 30, 1997, includes approximately $2.5 million for which federal 
income taxes have not been provided. The amount of unrecognized deferred tax 
liability relating to the cumulative bad debt deduction was approximately 
$470,000 at September 30, 1997. See Note K for additional information 
regarding the Savings Bank's future percentage of earnings bad debt 
deductions.
 
NOTE I--LOAN COMMITMENTS
 
The Savings Bank is a party to financial instruments with off-balance-sheet 
risk in the normal course of business to meet the financing needs of its 
customers including commitments to extend credit. Such commitments involve, 
to varying degrees, elements of credit and interest-rate risk in excess of 
the amount recognized in the consolidated statement of financial condition. 
The contract or notional amounts of the commitments reflect the extent of the 
Savings Bank's involvement in such financial instruments.
 
The Savings Bank's exposure to credit loss in the event of nonperformance by 
the other party to the financial instrument for commitments to extend credit 
is represented by the contractual notional amount of those instruments. The 
Savings Bank uses the same credit policies in making commitments and 
conditional obligations as those utilized for on-balance-sheet instruments.
 
At September 30, 1997, the Savings Bank had outstanding commitments of 
approximately $3.3 million to originate loans, consisting of $345,000 of 
fifteen year fixed rate loans at interest rates ranging from 7.25% to 8.50%, 
$522,000 of thirty year fixed rate loans at interest rates ranging from 8.00% 
to 8.50%, and $2.4 million in adjustable rate loans. Additionally, the 
Savings Bank had commitments under unused lines of credit totaling $9.5 
million. In the opinion of management all loan commitments equaled or 
exceeded prevalent market interest rates as of September 30, 1997, and will 
be funded from existing excess liquidity and normal cash flow from operations.


                                      38

<PAGE>

                       Enterprise Federal Bancorp, Inc.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      September 30, 1997, 1996 and 1995


NOTE J--REGULATORY CAPITAL
 
The Savings Bank is subject to regulatory capital requirements promulgated by 
the Office of Thrift Supervision (OTS). Failure to meet minimum capital 
requirements can initiate certain mandatory--and possibly additional 
discretionary--actions by regulators that, if undertaken, could have a direct 
material effect on the Savings Bank's financial statements. Under capital 
adequacy guidelines and the regulatory framework for prompt corrective 
action, the Savings Bank must meet specific capital guidelines that involve 
quantitative measures of the Savings Bank's assets, liabilities, and certain 
off-balance-sheet items as calculated under regulatory accounting practices. 
The Savings Bank's capital amounts and classification are also subject to 
qualitative judgments by the regulators about components, risk weightings, 
and other factors.
 
Such minimum capital standards generally require the maintenance of 
regulatory capital sufficient to meet each of three tests, hereinafter 
described as the tangible capital requirement, the core capital requirement 
and the risk-based capital requirement. The tangible capital requirement 
provides for minimum tangible capital (defined as stockholders' equity less 
all intangible assets) equal to 1.5% of adjusted total assets. The core 
capital requirement provides for minimum core capital (tangible capital plus 
certain forms of supervisory goodwill and other qualifying intangible assets 
such as capitalized mortgage servicing rights) equal to 3.0% of adjusted 
total assets. A recent OTS proposal, if adopted in present form, would 
increase the core capital requirement to a range of 4.0%--5.0% of adjusted 
total assets for substantially all savings institutions. Management 
anticipates no material change to the Savings Bank's present excess 
regulatory capital position as a result of this change to the regulatory 
capital requirement. The risk-based capital requirement provides for the 
maintenance of core capital plus general loan loss allowances equal to 8.0% 
of risk-weighted assets. In computing risk-weighted assets, the Savings Bank 
multiplies the value of each asset on its statement of financial condition by 
a defined risk-weighting factor, e.g., one-to-four family residential loans 
carry a risk-weighted factor of 50%.

During the 1997 fiscal year, the Savings Bank was notified from its regulator 
that it was categorized as "well capitalized" under the regulatory framework 
for prompt corrective action. To be categorized as "well capitalized" the 
Savings Bank must maintain minimum capital ratios as set forth in the 
following table.
 
As of September 30, 1997, management believes that the Savings Bank met all
capital adequacy requirements to which it is subject.

<TABLE>
<CAPTION>
                                                                  FOR CAPITAL
                             ACTUAL                             ADEQUACY PURPOSES
                         --------------   --------------------------------------------------------------
                         AMOUNT   RATIO                AMOUNT                          RATIO
                         -------  -----   --------------------------------  ----------------------------
<S>                      <C>      <C>     <C>                               <C>
                                                (DOLLARS IN THOUSANDS)
 
Risk-based capital.....  $29,265  19.0%   GREATER THAN OR EQUAL TO $12,295  GREATER THAN OR EQUAL TO 8.0%
 
Core capital...........  $28,690  10.5%    GREATER THAN OR EQUAL TO $8,224  GREATER THAN OR EQUAL TO 3.0%
 
Tangible capital.......  $28,690  10.5%    GREATER THAN OR EQUAL TO $4,112  GREATER THAN OR EQUAL TO 1.5%
 
<CAPTION>
                                                  TO BE "WELL-
                                               CAPITALIZED" UNDER
                                                PROMPT CORRECTIVE
                                                ACTION PROVISIONS
                         ---------------------------------------------------------------
                                      AMOUNT                           RATIO
                         --------------------------------  -----------------------------
<S>                      <C>                               <C>
 
Risk-based capital....   GREATER THAN OR EQUAL TO $15,369  GREATER THAN OR EQUAL TO 10.0%
Core capital..........   GREATER THAN OR EQUAL TO $16,448  GREATER THAN OR EQUAL TO  6.0%
Tangible capital......   GREATER THAN OR EQUAL TO $13,707  GREATER THAN OR EQUAL TO  5.0%
</TABLE>


                                      39

<PAGE>

                       Enterprise Federal Bancorp, Inc.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      September 30, 1997, 1996 and 1995


NOTE J--REGULATORY CAPITAL (continued)

The Corporation's management believes that, under the current regulatory 
capital regulations, the Savings Bank will continue to meet its minimum 
capital requirements in the foreseeable future. However, events beyond the 
control of the management, such as a protracted increase in interest rates or 
a downturn in the economy in the Savings Bank's market areas, could adversely 
affect future earnings and, consequently, the ability to meet future minimum 
regulatory capital requirements.
 
NOTE K--LEGISLATIVE DEVELOPMENTS
 
The deposit accounts of the Savings Bank and of other savings associations 
are insured by the FDIC through the Savings Association Insurance Fund 
("SAIF"). The reserves of the SAIF were below the level required by law, 
because a significant portion of the assessments paid into the fund were used 
to pay the cost of prior thrift failures. The deposit accounts of commercial 
banks are insured by the FDIC through the Bank Insurance Fund ("BIF"), except 
to the extent such banks have acquired SAIF deposits. The reserves of the BIF 
met the level required by law in May, 1995. As a result of the respective 
reserve levels of the funds, deposit insurance assessments paid by healthy 
savings associations exceeded those paid by healthy commercial banks by 
approximately $.19 per $100 in deposits in 1995. In 1996 and 1997, no BIF 
assessments were required for healthy commercial banks except for a $2,000 
minimum fee.
 
Legislation was enacted to recapitalize the SAIF that provided for a special 
assessment totaling $.657 per $100 of SAIF deposits held at March 31, 1995, 
in order to increase SAIF reserves to the level required by law. The Savings 
Bank had $115.9 million in deposits at March 31, 1995, resulting in an 
assessment of approximately $770,000, or $508,000 after tax, which was 
charged to operations in fiscal 1996.
 
A component of the recapitalization plan provided for the merger of the SAIF 
and BIF on January 1, 1999. However, the SAIF recapitalization legislation 
currently provides for an elimination of the thrift charter or of the 
separate federal regulation of thrifts prior to the merger of the deposit 
insurance funds. As a result, the Savings Bank would be regulated as a bank 
under federal laws which would subject it to the more restrictive activity 
limits imposed on national banks. In the opinion of management, such activity 
limit restrictions would not have a material effect on the Corporation's 
financial position or results of operations.
 
Under separate legislation related to the recapitalization plan, the Savings 
Bank is required to recapture as taxable income approximately $1.1 million of 
its bad debt reserve, which represents the post-1987 additions to the 
reserve, and will be unable to utilize the percentage of earnings method to 
compute its reserve in the future. The Savings Bank has provided deferred 
taxes for this amount and will be permitted to amortize the recapture of its 
bad debt reserve over six years.


                                      40

<PAGE>

                       Enterprise Federal Bancorp, Inc.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                      September 30, 1997, 1996 and 1995


NOTE L--CONDENSED FINANCIAL STATEMENTS OF ENTERPRISE FEDERAL BANCORP, INC.
 
The following condensed financial statements summarize the financial position 
of Enterprise Federal Bancorp, Inc. as of September 30, 1997 and 1996 and the 
results of its operations for the periods ended September 30, 1997, 1996 and 
1995.
 
                       Enterprise Federal Bancorp, Inc.
                      STATEMENTS OF FINANCIAL CONDITION
                              September 30,
                             (In thousands)
 
<TABLE>
<CAPTION>
                                                                                                1997       1996
                                                                                              ---------  ---------
<S>                                                                                           <C>        <C>
     ASSETS
Cash and due from banks.....................................................................  $   1,357  $      91
Loan receivable from Enterprise Federal Savings Bank........................................     --          3,572
Loan receivable from Employee Stock Ownership Plan..........................................      1,114      1,520
Investment in Enterprise Federal Savings Bank...............................................     28,761     27,735
Investment in North Cincinnati Savings Bank.................................................        698     --
Prepaid expense and other assets............................................................        110        138
                                                                                              ---------  ---------
    Total assets............................................................................  $  32,040  $  33,056
                                                                                              ---------  ---------
                                                                                              ---------  ---------

LIABILITIES & STOCKHOLDERS' EQUITY

Other liabilities...........................................................................  $     616  $  --
Common stock................................................................................         23         23
Additional paid-in capital..................................................................     33,503     32,638
Treasury stock..............................................................................     (4,386)    (3,058)
Unrealized gains on securities designated as available for sale.............................         51        235
Retained earnings...........................................................................      2,233      3,218
                                                                                              ---------  ---------
    Total liabilities and stockholders' equity..............................................  $  32,040  $  33,056
                                                                                              ---------  ---------
                                                                                              ---------  ---------
</TABLE>
 
                       Enterprise Federal Bancorp, Inc.
                            STATEMENTS OF EARNINGS
                          Periods ended September 30,
                                (In thousands)
 
<TABLE>
<CAPTION>
                                                                                         1997       1996       1995
                                                                                       ---------  ---------  ---------
<S>                                                                                    <C>        <C>        <C>
Revenue
 Interest and dividend income........................................................  $     143  $     165  $     422
 Gain on sale of investments.........................................................         86     --         --
 Equity in earnings of subsidiary....................................................      2,334      1,541      1,632
                                                                                       ---------  ---------  ---------
   Total revenue.....................................................................      2,563      1,706      2,054

General and administrative expenses..................................................        194        265        277
                                                                                       ---------  ---------  ---------
   NET EARNINGS......................................................................  $   2,369  $   1,441  $   1,777
                                                                                       ---------  ---------  ---------
                                                                                       ---------  ---------  ---------
</TABLE>
 
                                      41

<PAGE>

                       Enterprise Federal Bancorp, Inc.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                      SEPTEMBER 30, 1997, 1996 AND 1995


NOTE L--CONDENSED FINANCIAL STATEMENTS OF ENTERPRISE FEDERAL BANCORP, INC. 
(continued)


                       Enterprise Federal Bancorp, Inc.
                           STATEMENTS OF CASH FLOWS
                          Period ended September 30,
                                (In thousands)
 
<TABLE>
<CAPTION>
                                                                                     1997       1996        1995
                                                                                   ---------  ---------  ----------
<S>                                                                                <C>        <C>        <C>
Cash provided by (used in) operating activities:
  Net earnings for the period....................................................  $   2,369  $   1,441  $    1,777
  Adjustments to reconcile net earnings to net cash provided by (used in)
    operating activities
      Undistributed earnings of consolidated subsidiary..........................       (175)    --          (1,632)
      Dividend received from subsidiary in excess of earnings....................     --            436      --
      Gain on sale of investments................................................        (86)    --          --
  Increase (decrease) in cash due to changes in:
      Prepaid expenses and other assets..........................................         28       (137)         (1)
      Other liabilities..........................................................        616     --          --
                                                                                   ---------  ---------  ----------
          Net cash provided by operating activities..............................      2,752      1,740         144

Cash flows provided by (used in) investing activities:
  Purchase of investments........................................................       (270)    --          --
  Proceeds from sale of investments..............................................        356     --          --
  Proceeds from repayment of loan to ESOP........................................        406        603         236
  Purchase of common shares of Enterprise Federal Savings Bank...................     --         --         (13,954)
  Issuance of loan to ESOP.......................................................     --         --          (2,359)
  Purchase of common shares of North Cincinnati Savings Bank.....................       (698)    --          --
  Issuance of loan to Enterprise Federal Savings Bank............................     --         --          (7,000)
  Repayment of loan to Enterprise Federal Savings Bank...........................      3,572      3,428      --
                                                                                   ---------  ---------  ----------
          Net cash provided by (used in) investing activities....................      3,366      4,031     (23,077)

Cash flows provided by (used in) financing activities:
  Proceeds from issuance of common stock.........................................     --         --          26,297
  Payment of dividends and distributions on common stock.........................     (3,524)    (5,986)     --
  Purchase of treasury stock.....................................................     (1,328)    (1,645)     (1,413)
  Purchase of stock for stock benefit plan.......................................     --         --          (1,329)
  Sale of stock for stock benefit plan...........................................     --          1,329      --
                                                                                   ---------  ---------  ----------
          Net cash provided by (used in) financing activities....................     (4,852)    (6,302)     23,555

Net increase (decrease) in cash and cash equivalents.............................      1,266       (531)        622

Cash and cash equivalents at beginning of period.................................         91        622      --
                                                                                   ---------  ---------  ----------
Cash and cash equivalents at end of period.......................................  $   1,357  $      91  $      622
                                                                                   ---------  ---------  ----------
                                                                                   ---------  ---------  ----------
</TABLE>


                                      42
<PAGE>

                         Enterprise Federal Bancorp, Inc.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                      SEPTEMBER 30, 1997, 1996 AND 1995
 
    Regulations of the Office of Thrift Supervision (OTS) impose limitations 
on the payment of dividends and other capital distributions by savings 
associations. Under such regulations a savings association that, immediately 
prior to, and on a pro forma basis after giving effect to, a proposed capital 
distribution, has total capital (as defined by OTS regulation) that is equal 
to or greater than the amount of its fully phased-in capital requirement is 
generally permitted without OTS approval (but subsequent to 30 days prior 
notice to the OTS of the planned dividend) to make capital distributions 
during a calendar year in the amount of (i) up to 100% of its net earnings to 
date during the year plus an amount equal to one-half of the amount by which 
its total capital to assets ratio exceeded its fully phased-in capital to 
assets ratio at the beginning of the year (ii) or 75% of its net earnings for 
the most recent four quarters. Pursuant to such OTS dividend regulations, the 
Savings Bank had the ability to pay dividends of approximately $5.5 million 
to the Corporation at September 30, 1997.

NOTE M--STOCK OPTION PLAN
 
    During fiscal 1995, the Board of Directors adopted a Stock Option Plan that
provided for the issuance of 226,860 shares of authorized, but unissued shares
of common stock. The Board of Directors granted options to purchase shares of
stock at an exercise price equal to the fair value of the shares on the date of
the grant, as subsequently adjusted for return of capital distribution. The plan
provides for one-fifth of the shares granted to be exercisable on each of the
first five anniversaries of the date of the Plan, commencing in November, 1994.
As of September 30, 1997 none of the stock options granted had been exercised.
 
    The Corporation applies Accounting Principles Board Opinion No. 25 and
related Interpretations in accounting for its stock option plan. Accordingly, no
compensation cost has been recognized for the plan. Had compensation cost for
the Corporation's stock option plan been determined based on the fair value at
the grant dates for awards under the plan consistent with the accounting method
utilized in SFAS No. 123, the Corporation's net earnings and earnings per share
would have been reduced to the pro forma amounts indicated below:
 
                                            1997       1996       1995


Net earnings...........    As reported     $ 2,369     $ 1,441     $ 1,837
                                           -------     -------     -------
                                           -------     -------     -------
                            Pro-forma      $ 2,333     $ 1,403     $ 1,816
                                           -------     -------     -------
                                           -------     -------     -------
Earnings per share.....    As reported     $  1.23     $   .73     $   .90
                                           -------     -------     -------
                                           -------     -------     -------
                            Pro-forma      $  1.21     $   .71     $   .89
                                           -------     -------     -------
                                           -------     -------     -------

 
    The fair value of each option grant is estimated on the date of grant using
the modified Black-Scholes options-pricing model with the following
weighted-average assumptions used for grants in 1997 and 1996, respectively;
dividend yield of 7.0% and expected volatility of 20.0% for all years; risk-free
interest rates of 6.5% in fiscal 1997 and 6.0% in each of fiscal 1996 and 1995,
expected lives of ten years.
 

                                       43
<PAGE>

                         Enterprise Federal Bancorp, Inc.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                         SEPTEMBER 30, 1997, 1996 AND 1995 


NOTE M--STOCK OPTION PLAN (continued)

    A summary of the status of the Corporation's fixed stock option plans as of
September 30, 1997, 1996 and 1995 and changes during the periods ending on those
dates is presented below:

                               1997              1996             1995
 
                                  WEIGHTED-         WEIGHTED-        WEIGHTED-
                                    AVERAGE           AVERAGE          AVERAGE
                                   EXERCISE          EXERCISE         EXERCISE
                          SHARES      PRICE  SHARES     PRICE  SHARES    PRICE
                         -------  ---------  ------- --------  ------ --------
Outstanding at 
  beginning of year..... 222,324    $ 9.25   217,788  $ 9.25       --       --
Granted.................   4,536    $ 9.25     4,536  $ 9.25  217,788   $ 9.25
Exercised...............      --    $   --        --  $   --       --   $   --
Forfeited...............      --    $   --        --  $   --       --   $   --
                         -------    ------   -------  ------  -------   ------

Outstanding at end
  of year............... 226,860    $ 9.25   222,324  $ 9.25  217,788   $ 9.25
                         -------    ------   -------  ------  -------   ------
                         -------    ------   -------  ------  -------   ------

Options exercisable
 at year-end ........... 88,015     $ 9.25    43,554  $ 9.25       --   $N/A
                         -------    ------   -------  ------  -------   ------
                         -------    ------   -------  ------  -------   ------
Weighted-average fair
 value of options
 granted during the
  year..................            $ 1.77            $ 1.75              $.96
                                    ------            ------            ------
                                    ------            ------            ------


    The following information applies to options outstanding at September 30,
1997:
 

Number outstanding.................................   226,860
Exercise price.....................................     $9.25
Weighted-average exercise price....................     $9.25
Weighted-average remaining contractual life........ 7.3 years
 
NOTE N--CORPORATE REORGANIZATION AND CONVERSION TO STOCK FORM
 
    During fiscal 1994, the Savings Bank's Board of Directors adopted an overall
plan of conversion and reorganization (the Plan) whereby the Savings Bank would
convert to the stock form of ownership, followed by the issuance of all of the
Savings Bank's outstanding common stock to a newly formed holding company,
Enterprise Federal Bancorp, Inc. (the Corporation).
 
    On October 14, 1994, the Savings Bank completed its conversion to the stock
form of ownership, and issued all of the Savings Bank's outstanding common
shares to the Corporation.





                                          44

<PAGE>


                         Enterprise Federal Bancorp, Inc.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                    SEPTEMBER 30, 1997, 1996 AND 1995 (CONTINUED)


NOTE N--CORPORATE REORGANIZATION AND CONVERSION TO STOCK FORM
        (continued)


    In connection with the conversion, the Corporation sold 2,268,596 shares to
depositors of the Savings Bank at a price of $13.00 per share which, after
consideration of offering expenses totaling $836,000, and shares purchased by
employee stock benefit plans, resulted in net cash proceeds of $26.3 million.
 
    At the date of the conversion, the Savings Bank established a liquidation
account in an amount equal to retained earnings reflected in the statement of
financial condition used in the conversion offering circular. The liquidation
account will be maintained for the benefit of eligible savings account holders
who maintained deposit accounts in the Savings Bank after conversion.

    In the event of a complete liquidation (and only in such event), each
eligible savings account holder will be entitled to receive a liquidation
distribution from the liquidation account in the amount of the then current
adjusted balance of deposit accounts held, before any liquidation distribution
may be made with respect to the common shares. Except for the repurchase of
stock and payment of dividends by the Savings Bank, the existence of the
liquidation account will not restrict the use or further application of such
retained earnings.
 
    The Savings Bank may not declare or pay a cash dividend on, or repurchase
any of its common shares, if the effect thereof would cause the Savings Bank's
stockholders' equity to be reduced below either the amount required for the
liquidation account or the regulatory capital requirements for insured
institutions.
 
NOTE O--PENDING BUSINESS COMBINATION
 
    In July 1997, the Corporation entered into a definitive agreement to acquire
all the outstanding shares of North Cincinnati Savings Bank for consideration of
cash and common shares aggregating approximately $7.6 million. The acquisition
will be accounted for using the purchase method of accounting. Consummation of
the pending combination is anticipated in January 1998 following the receipt of
required regulatory and stockholder approval.





                                     45

<PAGE>

ENTERPRISE FEDERAL BANCORP, INC.
ENTERPRISE FEDERAL SAVINGS BANK
-------------------------------------------------------------------------------


DIRECTORS                                OFFICERS


Otto L. Keeton                           Otto L. Keeton
Chairman of the Board, President and     Chairman of the Board, President and
Chief Executive Officer                  Chief Executive Officer

Michael R. Meister                       Michael R. Meister       
Vice President and Chief                 Vice President and Chief
Operating Officer                        Operating Officer       

Terrell G. Marty                         Thomas J. Noe    
Owner, Terry G. Marty                    Vice President, Chief
CLU & Associates                         Financial Officer and
Cincinnati, Ohio                         Treasurer

Edith P. Mayer                           Steven M. Pomeroy               
Corporate Secretary, Retired             Vice President and Loan Officer 

Steven A. Wilson 
President and Chief Operating Officer,
The Bases Group 
Covington, Kentucky

William H. Kreeger 
Retired


BANKING LOCATIONS
-------------------------------------------------------------------------------

                             Corporate Headquarters 
                         7810 Tylersville Square Drive 
                            West Chester, Ohio 45069
 
                                   BRANCH OFFICES
 
 718 E. Main Street      9235 Cincinnati Columbus Road    117 Mill Street 
 Lebanon, Ohio                   Pisgah, Ohio             Cincinnati, Ohio

 7820 Tylersville Square                                 401 Wyoming Avenue 
Drive West Chester, Ohio                                      Wyoming Ohio


                                       46


<PAGE>

STOCKHOLDER INFORMATION
------------------------------------------------------------------------------


    Enterprise Federal Bancorp Inc. is a unitary savings and loan holding
company conducting business through its wholly-owned subsidiary, Enterprise
Federal Savings Bank. The Bank is a federally-chartered, SAIF-insured savings
institution operating through its five full-service offices. The Company's
headquarters is located at 7810 Tylersville Square Drive, West Chester, Ohio
45069.
 
TRANSFER AGENT/REGISTRAR:

  Registrar and Transfer Company
  10 Commerce Drive
  Cranford, New Jersey 07016
 
STOCKHOLDER REQUESTS:
 
    Requests for annual reports, quarterly reports and related stockholder
literature should be directed to Corporate Secretary, Enterprise Federal
Bancorp, Inc., 7810 Tylersville Square Drive, West Chester, Ohio 45069.
 
    Stockholders needing assistance with stock records, transfers or lost
certificates, please contact the Company's transfer agent, Registrar and
Transfer Company.
 
COMMON STOCK INFORMATION:
 
    Shares of Enterprise Federal Bancorp, Inc.'s common stock are traded
nationally under the symbol "EFBI" on the Nasdaq National Market System. At
September 30, 1997, the Company had 1,985,828 shares of common stock outstanding
and had 680 stockholders of record. Such holdings do not reflect the number of
beneficial owners of common stock.






                                       47

<PAGE>


    The following table sets forth the reported high and low sale prices of a 
share of the Company's common stock as reported by Nasdaq (the common stock 
commenced trading on the Nasdaq National Market System on October 17, 1994). 
A $.25 per share dividend was declared on September 30, 1997, payable to 
stockholders of record as of October 15, 1997.


                                       HIGH        LOW        DIVIDENDS PAID*

Quarter ended
  December 31, 1994...............   $ 14.00     $11.25           N/A

Quarter ended
  March 31, 1995..................     14.00      12.25           N/A

Quarter ended
  June 30, 1995...................     15.00      13.25           N/A

Quarter ended
  September 30, 1995..............     16.75      14.25           N/A

Quarter ended
  December 31, 1995...............     18.00      13.75       $ 3.00*

Quarter ended
  March 31, 1996..................     15.75      14.25           N/A

Quarter ended
  June 30, 1996...................     15.00      14.00           N/A

Quarter ended
  September 30, 1996..............     14.75      12.75           N/A

Quarter ended
  December 31, 1996...............     16.00      13.75       $  1.00

Quarter ended
  March 31, 1997..................     17.00      14.00           N/A

Quarter ended
  June 30, 1997...................     19.25      15.25       $   .25

Quarter ended
  September 30, 1997..............     25.13      18.25       $   .25


     *A $3.00 per share capital distribution was paid on the common stock 
during the quarter ended December 31, 1995 of which $2.95 was a return of 
capital and $.05 was a taxable dividend.


 
                                       48