EXHIBIT 99.2

Safe Harbor Under the Private Securities Litigation Reform Act of 1995

      The Private Securities Litigation Reform Act of 1995 (the "Act") provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about their companies, solong as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. First FederalBancorp, Inc. ("Bancorp") desires to take advantage of the "safe harbor" provisions of the Act. Certain information, particularly information regarding future economic performance and finances and plans and objectives of management, contained orincorporated by reference in Bancorp's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000, is forward-looking. In some cases, information regarding certain important factors that could cause actual results of operations or outcomes ofother events to differ materially from any such forward-looking statement appear together with such statement. In addition, forward-looking statements are subject to other risks and uncertainties affecting the financial institutions industry, including,but not limited to, the following:

Interest Rate Risk

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

Possible Inadequacy of the Allowance for Loan Losses

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

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

Competition

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

Legislation and Regulation that may Adversely Affect Bancorp's Earnings

      First Federal is subject to extensive regulation by the Office of Thrift Supervision (the "OTS") and the Federal Deposit Insurance Corporation (the "FDIC") and is periodically examined by such regulatoryagencies to test compliance with various regulatory requirements. As a savings and loan holding company, Bancorp is also subject to regulation and examination by the OTS. Such supervision and regulation of First Federal and Bancorp are intended primarilyfor the protection of depositors and not for the maximization of shareholder value and may affect the ability of the company to engage in various business activities. The assessments, filing fees and other costs associated with reports, examinations andother regulatory matters are significant and may have an adverse effect on Bancorp's net earnings.

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