##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



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FORM 10-K

FOR ANNUAL AND TRANSITIONAL REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

|                                                                              |  |                                                                                           
|----------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------
|(Mark One)[X]                                                                 |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934      
|                                                                             
|For the fiscal year ended June 30, 2003                                      
|                                                                             
|[   ]                                                                         |  | TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|                                                                             
|For the
transition period from _____________________ to _____________________

Commission File Number 0-24948

|                                                                        
|------------------------------------------------------------------------
|PVF Capital Corp.
(Exact Name of Registrant as Specified in Its Charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Ohio                                                           |  | 34-1659805                          
|                                                               |  |                                     
|(State or Other Jurisdiction
of Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|30000 Aurora Road, Solon, Ohio                                 |  | 44139                               
|                                                               |  |                                     
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (440) 248-7171

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock (par value $.01 per share)
Title of Class

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. Yes X  No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes
  No X

The registrants voting stock is listed on the NASDAQ Small Cap Market under
the symbol PVFC. The aggregate market value of voting stock held by
nonaffiliates of the registrant at September 5, 2003 was approximately
$58,609,407 based on the closing sale price of the registrants Common Stock as
listed on the Nasdaq Small-Cap MarketSM as of December 31, 2002 ($11.37 per
share), as adjusted for a 10% stock dividend paid on the Common Stock on August
29, 2003. Solely for purposes of this calculation, directors, executive
officers and greater than 5% stockholders are treated as affiliates.

As of September 5, 2003, the Registrant had 6,374,489 shares of common stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

1.     Portions of Annual Report to Stockholders for the Fiscal Year Ended
June 30, 2003. (Parts II and IV)

2.     Portions of Proxy Statement for the 2003 Annual Meeting of
Stockholders. (Part III)





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TABLE OF CONTENTS



|                                                  |                                                                                                         |  |  |  |  |  |  | 
|------------------------------------------------- | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                           
|                                                  | Item 1. Business                                                                                       
|REGULATION OF THE BANK                           
|REGULATION OF THE COMPANY                        
|TAXATION                                         
|EXECUTIVE OFFICERS OF THE REGISTRANT             
|                                                  | Item 2. Properties                                                                                     
|                                                  | Item 3. Legal Proceedings                                                                              
|                                                  | Item 4. Submission of Matters to a Vote of Security Holders                                            
|PART II                                          
|                                                  | Item 5. Market for the Registrants Common Equity and Related Stockholder Matters                      
|                                                  | Item 6. Selected Financial Data                                                                        
|                                                  | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations          
|                                                  | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                                    
|                                                  | Item 8. Financial Statements and Supplementary Data                                                    
|                                                  | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure           
|                                                  | Item 9A. Controls and Procedures                                                                       
|PART III                                         
|                                                  | Item 10. Directors and Executive Officers of the Registrant                                            
|                                                  | Item 11. Executive Compensation                                                                        
|                                                  | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|                                                  | Item 13. Certain Relationships and Related Transactions                                                
|PART IV                                          
|                                                  | Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K                               
|SIGNATURES                                       
|EX-3.3 BYLAWS                                    
|EX-10.5  2000 INCENTIVE PLAN                     
|EX-13   PVF ANNUAL REPORT                        
|EX-21  SUBSIDARIES OF THE REGISTRANT             
|EX-23.1  CONSENT OF INDEPENDENT AUDITORS         
|EX-23.2  CONSENT OF INDEPENDENT AUDITORS         
|EX-31.1  CERTIFICATION                           
|EX-31.2  CERTIFICATION                           
|EX-32 CERTIFICATION PURSUANT TO 18 USC SECT. 1350



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##### Table of Contents






PART I




Item 1. Business

General

PVF Capital Corp. (PVF or the Company) is the holding company for Park
View Federal Savings Bank (Park View Federal or the Bank). PVF owns and
operates Park View Federal Savings Bank, PVF Service Corporation (PVFSC), a
real estate subsidiary, and Mid Pines Land Company (MPLC), a real estate
subsidiary. In addition, PVF owns PVF Holdings, Inc., a financial services
subsidiary, currently inactive, and two other subsidiaries chartered for future
operation, but which are also currently inactive. Park View Federal is a
federal stock savings bank operating through fifteen offices located in
Cleveland and surrounding communities. Park View Federal has operated
continuously for 82 years, having been founded as an Ohio chartered savings and
loan association in 1920. PVF Capital Corps main office is located at 30000
Aurora Road, Solon, Ohio 44139, and its telephone number is (440) 248-7171.

The Banks principal business consists of attracting deposits from the
general public and investing these funds primarily in loans secured by first
mortgages on real estate located in the Banks market area, which consists of
Portage, Lake, Geauga, Cuyahoga, Summit, Stark, Medina and Lorain Counties in
Ohio. Park View Federal emphasizes the origination of loans for the purchase
or construction of residential real estate, commercial real estate and
multi-family residential property and land loans. To a lesser extent, the Bank
originates loans secured by second mortgages, including home equity lines of
credit and loans secured by savings deposits.

The Bank derives its income principally from interest earned on loans and,
to a lesser extent, loan servicing and other fees, gains on the sale of loans
and mortgage-backed securities and interest earned on investments. The Banks
principal expenses are interest expense on deposits and borrowings and
noninterest expense such as compensation and employee benefits, office
occupancy expenses and other miscellaneous expenses. Funds for these
activities are provided principally by deposits, Federal Home Loan Bank
advances, repayments of outstanding loans, sales of loans and mortgage-backed
securities and operating revenues. The business of PVF consists primarily of
the business of the Bank.

Park View Federal is subject to examination and comprehensive regulation
by the Office of Thrift Supervision (the OTS), and the Banks savings
deposits are insured up to applicable limits by the Savings Association
Insurance Fund (the SAIF), which is administered by the Federal Deposit
Insurance Corporation (the FDIC). The Bank is a member of and owns capital
stock in the Federal Home Loan Bank (the FHLB) of Cincinnati, which is one of
12 regional banks in the FHLB System. The Bank is further subject to
regulations of the Board of Governors of the Federal Reserve System (the
Federal Reserve Board) governing reserves to be maintained and certain other
matters. See  Regulation of the Bank.

Market Area

The Bank conducts its business through fifteen offices located in
Cuyahoga, Summit, Medina, Lorain, Lake and Geauga Counties in Ohio, and its
market area consists of Portage, Lake, Geauga, Cuyahoga, Summit, Stark, Medina
and Lorain Counties in Ohio. At June 30, 2003, over 90% of the Banks net loan
portfolio and over 90% of the Banks deposits were in the Banks market area.
Park View Federal has targeted business development efforts in suburban sectors
of its market area, such as Lake, Geauga, Medina and Summit Counties, where
demographic growth has been stronger.

The economy in the Cleveland area historically has been based on the
manufacture of durable goods. Though manufacturing continues to remain an
important sector of the economy, diversification has occurred in recent years
with the growth of service, financial and wholesale and retail trade
industries.

2



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##### Table of Contents



Lending Activities

Loan Portfolio Composition and Mortgage-Backed Securities

The Companys loans receivable held for investment and loans receivable
held for sale totaled $613.3 million at June 30, 2003, representing 82.5% of
total assets at such date. It is the Companys policy to concentrate its
lending in its market area. In addition, the Company also held $3.0 million,
or 0.4% of total assets, in mortgage-backed securities at June 30, 2003.

Set forth below is certain data relating to the composition of the
Companys loan portfolio by type of loan on the dates indicated. As of June
30, 2003, the Company had no concentrations of loans exceeding 10% of total
loans other than as disclosed below.



|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |         |  |        |        |   |   |         |         |   |  |        |       |  
|------------------------------------------------- | ------------------------------------ | - | ---------------------- | ------- | ------- |  | ------ | ------ | ------- | - | ------- | ------- | ------- |  | ------ | ------ | - | - | ------- | ------- | - |  | ------ | ----- | -
|                                                  |                                      |   | At June 30,           
|                                                  |                                      |   |                       
|                                                  |                                      |   | 2003                   |         | 2002    |  | 2001  
|                                                  |                                      |   |                        |         |         |  |       
|                                                  |                                      |   | Amount                 |         | Percent |  | Amount |        | Percent |   | Amount  |         | Percent
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |        
|                                                  |                                      |   | (Dollars in thousands)
|Real estate loans receivable held for investment: |                                      |   |                        |         |         |  |        |        |         |   |         |         |         |  |        |        |   |   |         |         |   |  |        |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | One-to-four family residential       |   |                        | 143,882 |         |  |        | 24.82  | %       |   | $       | 158,834 |         |  |        | 28.18  | % |   | $       | 207,346 |   |  |        | 36.15 | %
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Home equity line of credit           |   |                        | 67,822  |         |  |        | 11.70  |         |   |         | 53,349  |         |  |        | 9.47   |   |   |         | 37,597  |   |  |        | 6.55  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Multifamily residential              |   |                        | 40,997  |         |  |        | 7.07   |         |   |         | 43,452  |         |  |        | 7.71   |   |   |         | 43,772  |   |  |        | 7.63  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Commercial                           |   |                        | 147,561 |         |  |        | 25.46  |         |   |         | 133,146 |         |  |        | 23.63  |   |   |         | 125,769 |   |  |        | 21.92 |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Commercial equity line of credit     |   |                        | 34,081  |         |  |        | 5.88   |         |   |         | 22,872  |         |  |        | 4.06   |   |   |         | 15,232  |   |  |        | 2.66  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Land                                 |   |                        | 62,933  |         |  |        | 10.86  |         |   |         | 60,125  |         |  |        | 10.67  |   |   |         | 58,833  |   |  |        | 10.26 |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Construction - residential           |   |                        | 111,389 |         |  |        | 19.22  |         |   |         | 110,596 |         |  |        | 19.62  |   |   |         | 106,275 |   |  |        | 18.53 |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Construction - multi-family          |   |                        | 304     |         |  |        | 0.05   |         |   |         | 1,085   |         |  |        | 0.19   |   |   |         | 306     |   |  |        | 0.05  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Construction - commercial            |   |                        | 22,936  |         |  |        | 3.96   |         |   |         | 33,451  |         |  |        | 5.94   |   |   |         | 28,962  |   |  |        | 5.05  |  
|                                                 
|                                                 
|                                                 
|                                                 
|Non real estate                                   |                                      |   | 11,761                 |         |         |  | 2.03   |        |         |   | 8,459   |         |         |  | 1.50   |        |   |   | 5,773   |         |   |  | 1.00   |      
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |         |  |        |        |   |   |         |         |   |  |        |      
|                                                  |                                      |   | 643,666                |         |         |  | 111.04 |        |         |   | 625,369 |         |         |  | 110.97 |        |   |   | 629,866 |         |   |  | 109.80 |      
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |         |  |        |        |   |   |         |         |   |  |        |      
|                                                  | Accrued interest receivable          |   |                        | 2,686   |         |  |        | 0.46   |         |   |         | 2,974   |         |  |        | 0.53   |   |   |         | 3,415   |   |  |        | 0.60  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Deferred loan fees                   |   |                        | (3,033  | )       |  |        | (0.52  | )       |   |         | (2,790  | )       |  |        | (0.50  | ) |   |         | (2,318  | ) |  |        | (0.40 | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Unearned discount                    |   |                        | (2      | )       |  |        | 0.00   |         |   |         | (3      | )       |  |        | 0.00   |   |   |         | (4      | ) |  |        | 0.00  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Undisbursed portion of loan proceeds |   |                        | (59,763 | )       |  |        | (10.31 | )       |   |         | (58,098 | )       |  |        | (10.30 | ) |   |         | (53,795 | ) |  |        | (9.39 | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Market valuation reserve             |   |                        | 0       |         |  |        | 0.00   |         |   |         | 0       |         |  |        | 0.00   |   |   |         | 0       |   |  |        | 0.00  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Allowance for loan losses            |   |                        | (3,883  | )       |  |        | (0.67  | )       |   |         | (3,902  | )       |  |        | (0.69  | ) |   |         | (3,520  | ) |  |        | (0.61 | )
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |         |  |        |        |   |   |         |         |   |  |        |      
|                                                  | Total other items                    |   |                        | (63,995 | )       |  |        | (11.04 | )       |   |         | (61,819 | )       |  |        | (10.97 | ) |   |         | (56,222 | ) |  |        | (9.80 | )
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |         |  |        |        |   |   |         |         |   |  |        |      
|Total loans receivable held for investment        |                                      | $ | 579,671                |         |         |  | 100.00 | %      |         | $ | 563,551 |         |         |  | 100.00 | %      |   | $ | 573,643 |         |   |  | 100.00 | %    
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |         |  |        |        |   |   |         |         |   |  |        |      
|Real estate loans receivable held for sale:       |                                      |   |                        |         |         |  |        |        |         |   |         |         |         |  |        |        |   |   |         |         |   |  |        |      
|                                                 
|                                                 
|                                                 
|                                                 
|Single-family residential held for sale           |                                      | $ | 33,604                 |         |         |  |        |        |         | $ | 11,680  |         |         |  |        |        |   | $ | 6,152   |         |   |  |        |      
|                                                 
|                                                 
|                                                 
|                                                 
|Mortgage-backed securities held to maturity       |                                      |   | 2,931                  |         |         |  |        |        |         |   | 7,211   |         |         |  |        |        |   |   | 17,912  |         |   |  |        |      
|                                                 
|                                                 
|                                                 
|                                                 
|Accrued interest receivable                       |                                      |   | 34                     |         |         |  |        |        |         |   | 86      |         |         |  |        |        |   |   | 212     |         |   |  |        |      
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |         |  |        |        |   |   |         |         |   |  |        |      
|Total mortgage-backed securities                  |                                      | $ | 2,965                  |         |         |  |        |        |         | $ | 7,297   |         |         |  |        |        |   | $ | 18,124  |         |   |  |        |      
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |         |  |        |        |   |   |         |         |   |  |        |      

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |   |  |        |        |  
|------------------------------------------------- | ------------------------------------ | - | ---------------------- | ------- | ------- |  | ------ | ------ | ------- | - | ------- | ------- | - |  | ------ | ------ | -
|                                                  |                                      |   | At June 30,           
|                                                  |                                      |   |                       
|                                                  |                                      |   | 2000                   |         | 1999   
|                                                  |                                      |   |                        |         |        
|                                                  |                                      |   | Amount                 |         | Percent |  | Amount |        | Percent
|                                                  |                                      |   |                        |         |         |  |        |        |        
|                                                  |                                      |   | (Dollars in thousands)
|Real estate loans receivable held for investment: |                                      |   |                        |         |         |  |        |        |         |   |         |         |   |  |        |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | One-to-four family residential       |   | $                      | 197,445 |         |  |        | 38.45  | %       |   | $       | 139,536 |   |  |        | 35.28  | %
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Home equity line of credit           |   |                        | 30,978  |         |  |        | 6.03   |         |   |         | 22,956  |   |  |        | 5.80   |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Multifamily residential              |   |                        | 42,503  |         |  |        | 8.27   |         |   |         | 34,075  |   |  |        | 8.61   |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Commercial                           |   |                        | 115,226 |         |  |        | 22.43  |         |   |         | 105,427 |   |  |        | 26.65  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Commercial equity line of credit     |   |                        | 12,079  |         |  |        | 2.35   |         |   |         | 4,713   |   |  |        | 1.19   |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Land                                 |   |                        | 41,583  |         |  |        | 8.10   |         |   |         | 42,003  |   |  |        | 10.62  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Construction - residential           |   |                        | 106,706 |         |  |        | 20.77  |         |   |         | 82,475  |   |  |        | 20.85  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Construction - multi-family          |   |                        | 0       |         |  |        | 0.00   |         |   |         | 1,763   |   |  |        | 0.45   |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Construction - commercial            |   |                        | 21,604  |         |  |        | 4.21   |         |   |         | 16,694  |   |  |        | 4.25   |  
|                                                 
|                                                 
|                                                 
|                                                 
|Non real estate                                   |                                      |   | 4,391                  |         |         |  | 0.85   |        |         |   | 3,086   |         |   |  | 0.78   |       
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |   |  |        |       
|                                                  |                                      |   | 572,516                |         |         |  | 111.46 |        |         |   | 452,828 |         |   |  | 114.48 |       
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |   |  |        |       
|                                                  | Accrued interest receivable          |   |                        | 3,020   |         |  |        | 0.59   |         |   |         | 2,191   |   |  |        | 0.55   |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Deferred loan fees                   |   |                        | (2,130  | )       |  |        | (0.41  | )       |   |         | (1,951  | ) |  |        | (0.49  | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Unearned discount                    |   |                        | (16     | )       |  |        | 0.00   |         |   |         | (23     | ) |  |        | (0.01  | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Undisbursed portion of loan proceeds |   |                        | (56,288 | )       |  |        | (10.98 | )       |   |         | (54,864 | ) |  |        | (13.87 | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Market valuation reserve             |   |                        | (45     | )       |  |        | (0.01  | )       |   |         | 0       |   |  |        | 0.00   |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Allowance for loan losses            |   |                        | (3,387  | )       |  |        | (0.65  | )       |   |         | (2,630  | ) |  |        | (0.66  | )
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |   |  |        |       
|                                                  | Total other items                    |   |                        | (58,846 | )       |  |        | (11.46 | )       |   |         | (57,277 | ) |  |        | (14.48 | )
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |   |  |        |       
|Total loans receivable held for investment        |                                      | $ | 513,670                |         |         |  | 100.00 | %      |         | $ | 395,551 |         |   |  | 100.00 | %     
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |   |  |        |       
|Real estate loans receivable held for sale:       |                                      |   |                        |         |         |  |        |        |         |   |         |         |   |  |        |       
|                                                 
|                                                 
|                                                 
|                                                 
|Single-family residential held for sale           |                                      | $ | 10,738                 |         |         |  |        |        |         | $ | 1,772   |         |   |  |        |       
|                                                 
|                                                 
|                                                 
|                                                 
|Mortgage-backed securities held to maturity       |                                      |   | 1,208                  |         |         |  |        |        |         |   | 1,722   |         |   |  |        |       
|                                                 
|                                                 
|                                                 
|                                                 
|Accrued interest receivable                       |                                      |   | 7                      |         |         |  |        |        |         |   | 11      |         |   |  |        |       
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |   |  |        |       
|Total mortgage-backed securities                  |                                      | $ | 1,215                  |         |         |  |        |        |         | $ | 1,733   |         |   |  |        |       
|                                                  |                                      |   |                        |         |         |  |        |        |         |   |         |         |   |  |        |       

3



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##### Table of Contents



The following table presents at June 30, 2003 the amounts of loan
principal repayments scheduled to be received by the Company during the periods
shown based upon the time remaining before contractual maturity. Loans with
adjustable rates are reported as due in the year in which they reprice. Demand
loans, loans having no schedule of repayments and no stated maturity and
overdrafts are reported as due in one year or less. The table below does not
include any estimate of prepayments which significantly shorten the average
life of all mortgage loans and may cause the Banks actual repayment experience
to differ from that shown below.

|                               |       |   |          |         |              |   |                |         |  |   |        |        | 
|------------------------------ | ----- | - | -------- | ------- | ------------ | - | -------------- | ------- |  | - | ------ | ------ | 
|                               |       |   | Due      |         |              |   |                |         |  |   |       
|                               |       |   | During   |         | Due One      |   | Due           
|                               |       |   | the Year |         | Through Five |   | Five Years    
|                               |       |   | Ending   |         | Years After  |   | or More After 
|                               |       |   | June 30, |         | June 30,     |   | June 30,      
|                               |       |   | 2004     |         | 2003         |   | 2003          
|                               |       |   |          |         |              |   |               
|                               |       |   |          |         |              |   | (In thousands) |         |  |   |       
|Real estate mortgage loans     |       | $ | 284,442  |         |              | $ | 197,812        |         |  | $ | 44,767 |       
|                              
|                              
|                              
|                              
|Real estate construction loans |       |   | 74,866   |         |              |   | 0              |         |  |   | 0      |       
|                              
|                              
|                              
|                              
|Non real estate loans          |       |   | 9,749    |         |              |   | 793            |         |  |   | 845    |       
|                               |       |   |          |         |              |   |                |         |  |   |        |       
|                               | Total |   | $        | 369,057 |              |   | $              | 198,605 |  |   | $      | 45,612 | 
|                               |       |   |          |         |              |   |                |         |  |   |        |       

The following table apportions the dollar amount of the loans outstanding
at June 30, 2003 that are due or repricing after June 30, 2004 between those
with predetermined interest rates and those with adjustable interest rates.

|                               |       |   |                     |        |                  |   |                |         |  |   |         |         | 
|------------------------------ | ----- | - | ------------------- | ------ | ---------------- | - | -------------- | ------- |  | - | ------- | ------- | 
|                               |       |   |                     |        |                  |   | Floating or    |         |  |   |        
|                               |       |   | Predetermined Rates |        | Adjustable Rates |   | Total         
|                               |       |   |                     |        |                  |   |               
|                               |       |   |                     |        |                  |   | (In thousands) |         |  |   |        
|Real estate mortgage loans (1) |       | $ | 28,272              |        |                  | $ | 214,307        |         |  | $ | 242,579 |        
|                              
|                              
|                              
|                              
|Non real estate loans          |       |   | 1,638               |        |                  |   | 0              |         |  |   | 1,638   |        
|                               |       |   |                     |        |                  |   |                |         |  |   |         |        
|                               | Total |   | $                   | 29,910 |                  |   | $              | 214,307 |  |   | $       | 244,217 | 
|                               |       |   |                     |        |                  |   |                |         |  |   |         |        



---

| |  | (1) Includes real estate mortgage loans and construction loans
| |  | --------------------------------------------------------------

Scheduled contractual principal repayments of loans and mortgage-backed
securities do not reflect the actual life of such assets. The average life of
loans and mortgage-backed securities may be substantially less than their
contractual terms because of prepayments. In addition, due-on-sale clauses on
loans generally give the Bank the right to declare a conventional loan
immediately due and payable in the event, among other things, that the borrower
sells the real property subject to the mortgage and the loan is not repaid.
The average life of mortgage loans tends to increase, however, when current
mortgage loan rates are substantially higher than rates on existing mortgage
loans and, conversely, decreases when rates on existing mortgages are
substantially higher than current mortgage loan rates.

Origination, Purchase and Sale of Loans

The Bank generally has authority to originate and purchase loans secured
by real estate located throughout the United States. Consistent with its
emphasis on being a community-oriented financial institution, the Bank
concentrates its lending activities in its market area.

The Bank originates all fixed-rate, single-family mortgage loans in
conformity with the Federal Home Loan Mortgage Corporation (the FHLMC) and
Federal National Mortgage Association (the FNMA) guidelines so as to permit
their being swapped with the FHLMC or the FNMA in exchange for mortgage-backed
securities secured by such loans or their sale in the secondary market. All
such loans are sold or swapped, as the case may be, with servicing retained,
and are sold in furtherance of the Banks goal of better matching the
maturities and interest rate sensitivity of its assets and liabilities. The
Bank generally retains responsibility for collecting and remitting loan
payments, inspecting the properties, making certain insurance and tax payments
on behalf of borrowers and otherwise servicing the loans it sells or converts
into mortgage-backed securities, and receives a fee for performing these
services. Sales of loans also provide funds for additional lending and other
purposes.

4



---



##### Table of Contents



The following table shows total loan origination and sale activity during
the periods indicated.

|                  |                                |                        |         |                     |         |      |         |         |         |   |         |         |         | 
|----------------- | ------------------------------ | ---------------------- | ------- | ------------------- | ------- | ---- | ------- | ------- | ------- | - | ------- | ------- | ------- | 
|                  |                                |                        |         | Year Ended June 30,
|                  |                                |                        |         |                    
|                  |                                |                        |         | 2003                |         | 2002 |         | 2001   
|                  |                                |                        |         |                     |         |      |         |        
|                  |                                |                        |         | (In thousands)     
|Loans originated: |                                |                        |         |                     |         |      |         |         |         |   |         |        
|                 
|                 
|                 
|                 
|Real estate:      |                                |                        |         |                     |         |      |         |         |         |   |         |        
|                 
|                 
|                 
|                 
|                  | Residential and commercial (1) |                        | $       | 491,336             |         |      | $       | 284,991 |         |   | $       | 156,913 |        
|                 
|                 
|                 
|                 
|                  | Construction (1)               |                        |         | 123,414             |         |      |         | 125,461 |         |   |         | 130,227 |        
|                 
|                 
|                 
|                 
|                  | Land                           |                        |         | 30,339              |         |      |         | 24,821  |         |   |         | 38,448  |        
|                 
|                 
|                 
|                 
|Non real estate   |                                |                        | 1,106   |                     |         |      | 1,826   |         |         |   | 2,193   |        
|                  |                                |                        |         |                     |         |      |         |         |         |   |         |        
|                  |                                | Total loans originated |         | $                   | 646,195 |      |         | $       | 437,099 |   |         | $       | 327,781 | 
|                  |                                |                        |         |                     |         |      |         |         |         |   |         |        
|Loans refinanced  |                                | $                      | 27,335  |                     |         | $    | 36,691  |         |         | $ | 22,952  |        
|                 
|                 
|                 
|                 
|Loans sold        |                                | $                      | 453,736 |                     |         | $    | 295,706 |         |         | $ | 106,048 |        
|                  |                                |                        |         |                     |         |      |         |         |         |   |         |        



---

| |  | (1) Includes single-family and multi-family residential and commercial loans.
| |  | -----------------------------------------------------------------------------

Loan Underwriting Policies

The Banks lending activities are subject to the Banks written,
nondiscriminatory underwriting standards and to loan origination procedures
prescribed by the Banks Board of Directors and its management. Detailed loan
applications are obtained to determine the borrowers ability to repay, and the
more significant items on these applications are verified through the use of
credit reports, financial statements and confirmations. Property valuations
are generally performed by an internal staff appraiser or by independent
outside appraisers approved by the Banks Board of Directors. The Banks Loan
Underwriter has authority to approve all fixed-rate single-family residential
mortgage loans which meet FHLMC and FNMA underwriting guidelines and those
adjustable-rate single-family residential mortgage loans which meet the Banks
underwriting standards and are in amounts of less than $400,000. The Board of
Directors has established a Loan Committee comprised of the Chairman of the
Board and other officers and management of the Bank. This committee reviews
all loans approved by the underwriter and has the authority to approve
single-family residential loans up to $750,000, construction, multi-family and
commercial real estate loans up to $1.0 million, and line of credit and
commercial non-real estate loans up to $500,000. All loans in excess of the
above amounts must be approved by the Board of Directors. All loans secured by
savings deposits can be approved by lending officers based in the Banks branch
offices.

It is the Banks policy to have a mortgage creating a valid lien on real
estate and to generally obtain a title insurance policy which insures that the
property is free of prior encumbrances. When a title insurance policy is not
obtained, a lien verification is received. Borrowers must also obtain hazard
insurance policies prior to closing and, when the property is in a flood plain
as designated by the Department of Housing and Urban Development, paid flood
insurance policies. Most borrowers are also required to advance funds on a
monthly basis together with each payment of principal and interest to a
mortgage escrow account from which the Bank makes disbursements for items such
as real estate taxes and homeowners insurance.

The Bank is permitted to lend up to 100% of the appraised value of the
real property securing a mortgage loan. However, if the amount of a
residential loan originated or refinanced exceeds 90% of the appraised value,
the Bank is required by federal regulations to obtain private mortgage
insurance on that portion of the principal amount of the loan that exceeds 80%
of the appraised value of the property. The Bank will make a single-family
residential mortgage loan with up to a 100% loan-to-value ratio if the required
private mortgage insurance is obtained. The Bank generally limits the
loan-to-value ratio on multi-family loans to 80% and commercial real estate
mortgages to 80%.

Interest rates charged by the Bank on loans are affected principally by
competitive factors, the demand for such loans and the supply of funds
available for lending purposes and, in the case of fixed-rate single-family
residential loans, rates established by the FHLMC and the FNMA. These factors
are, in turn, affected by general economic conditions, monetary policies of the
federal government, including the Federal Reserve Board, legislative tax
policies and government budgetary matters.

5



---



##### Table of Contents



Residential Real Estate Lending.The Bank historically has been and
continues to be an originator of single-family residential real estate loans in
its market area. The Bank currently originates fixed-rate residential mortgage
loans in accordance with underwriting guidelines promulgated by the FHLMC and
the FNMA and adjustable-rate mortgage loans for terms of up to 30 years. In
addition, in accordance with FHLMC and FNMA guidelines, the Bank offers 30-year
loans with interest rates that reset after five or seven years to a rate which
is 0.5% above the FHLMC 60 day delivery rate, at which point the rate is fixed
over the remaining 25 or 23 years of the loan, respectively. At June 30, 2003,
$143.9 million, or 24.8%, of the Banks net loan portfolio held for investment
consisted of single-family conventional mortgage loans, of which approximately
$126.5 million, or 87.9%, carried adjustable interest rates. Included in this
amount are $26.8 million in second mortgage loans. In addition, the Bank had
$33.6 million in loans available for sale. These loans carry fixed rates and
are loans originated by the Bank to be swapped with the FHLMC and the FNMA in
exchange for mortgage-backed securities or sold for cash in the secondary
market.

The Bank offers adjustable-rate residential mortgage loans with interest
rates which adjust based upon changes in an index based on the weekly average
yield on United States Treasury securities adjusted to a constant maturity of
one year, as made available by the Federal Reserve Board (the Treasury Rate),
plus a margin of 2.50% to 3.50%. The amount of any increase or decrease in the
interest rate is usually limited to 2% per year, with a limit of 6% over the
life of the loan. The date of the first rate adjustment may range from one to
five years from the original date of the loan.

Commercial and Multi-Family Residential Real Estate Lending.The
commercial real estate loans originated by the Bank are primarily secured by
office buildings, shopping centers, warehouses and other income producing
commercial property. The Banks multi-family residential loans are primarily
secured by apartment buildings. These loans are generally for a term of from
10 to 25 years with interest rates that adjust either annually or every three
to five years based upon changes in the Treasury Rate Index or Federal Home
Loan Bank advance rate, plus a negotiated margin of between 2.5% and 3.5%. In
addition, the Bank makes revolving line of credit loans secured by mortgages on
commercial and multi-family property. Said loans are adjustable rate loans
based on the prime interest rate and are made for terms of up to two years.
These loans are underwritten using the same guidelines as for first mortgage,
commercial and multi-family loans. Commercial real estate loans, including
commercial equity lines of credit, and multi-family residential real estate
loans amounted to $222.6 million, or 38.4%, of the Banks net loan portfolio
held for term investment at June 30, 2003.

Commercial real estate lending entails significant additional risks as
compared with residential property lending. Commercial real estate loans
typically involve large loan balances to single borrowers or groups of related
borrowers. The payment experience on such loans typically is dependent on the
successful operation of the real estate project. These risks can be
significantly impacted by supply and demand conditions in the market for office
and retail space, and, as such, may be subject to a greater extent to adverse
conditions in the economy. To minimize these risks, Park View Federal
generally limits itself to its market area and to borrowers with which it has
substantial experience or who are otherwise well known to the Bank. The Bank
obtains financial statements and, in most cases, the personal guarantees from
all principals obtaining commercial real estate loans.

Construction Loans.The Bank also offers residential and commercial
construction loans, with a substantial portion of such loans originated to date
being for the construction of owner-occupied single-family dwellings in the
Banks market area. Residential construction loans are offered to selected
local developers to build single-family dwellings and to individuals building
their primary or secondary residence. Generally, loans for the construction of
owner-occupied, single-family residential properties are originated in
connection with the permanent loan on the property and have a construction term
of six to 18 months. Interest rates on residential construction loans made to
the eventual occupant are set at competitive rates, and are usually fixed for
the construction term. Interest rates on residential construction loans to
builders are set at a variable rate based on the prime rate, and adjust
quarterly. Interest rates on commercial construction loans float with a
specified index, with construction terms generally not exceeding 18 months.
Advances are generally paid directly to subcontractors and suppliers and are
made on a percentage of completion basis. At June 30, 2003, $134.6 million, or
23.2%, of the Banks net loan portfolio held for investment consisted of
construction loans.

6



---



##### Table of Contents



Prior to making a commitment to fund a loan, the Bank requires an
appraisal of the property by an appraiser approved by the Board of Directors.
The Bank also reviews and inspects each project at the commencement of
construction and prior to disbursement of funds during the term of the
construction loan.

Construction financing is generally considered to involve a higher degree
of risk of loss than long-term financing on improved, occupied real estate.
Risk of loss on a construction loan is dependent largely upon the accuracy of
the initial estimate of the propertys value at completion of construction or
development and the estimated cost (including interest) of construction.
During the construction phase, a number of factors could result in delays and
cost overruns. If the estimate of construction costs proves to be inaccurate,
the Bank may be required to advance funds beyond the amount originally
committed to permit completion of the development. If the estimate of value
proves to be inaccurate, the Bank may be confronted, at or prior to the
maturity of the loan, with a project having a value which is insufficient to
assure full repayment.

Land Loans.The Bank originates loans to builders and developers for the
acquisition and/or development of vacant land. The proceeds of the loan are
used to acquire the land and/or to make site improvements necessary to develop
the land into saleable lots. The Bank will not originate land loans to
borrowers wishing to speculate in the value of land, and limits such loans to
borrowers who expect to begin development of the property within two years of
the date of the loan. The term of the loans are generally limited to two
years. Repayments are made on the loans as the developed lots are sold.

Land development and acquisition loans involve significant additional
risks when compared with loans on existing residential properties. These loans
typically involve large loan balances to single borrowers, and the payment
experience is dependent on the successful development of the land and the sale
of the lots. These risks can be significantly impacted by supply and demand
conditions. To minimize these risks, Park View Federal generally limits the
loans to builders and developers with whom it has substantial experience or who
are otherwise well known to the Bank, and it obtains the financial statements
and personal guarantees of such builders and developers. The Bank also
requires feasibility studies and market analyses to be performed with respect
to the project. The amount of the loan is limited to 80% of the appraised
value. If land is being acquired, the amount of the loan to be used for such
purposes is usually limited to 75% of the cost of the land. All of these loans
originated are within the Banks market area. The Bank had $62.9 million, or
10.9% of its net loan portfolio held for investment, in land loans at June 30,
2003.

Equity Line of Credit Loans.The Bank originates loans secured by
mortgages on residential real estate. Such loans are for terms of 5 years with
one 5-year review and renewal option followed by a balloon payment. The rate
adjusts monthly to a rate ranging from the prime lending rate to prime plus
2.0%. At June 30, 2003, the Bank had $67.8 million, or 11.7% of its net loan
portfolio held for investment in home equity lines of credit.

Commercial Non Real Estate Business Loans. The Bank will make commercial
business loans secured by non-real estate assets such as accounts receivables,
inventory, furniture and fixtures, equipment and certain intangible assets.
Such loans are made on a limited basis (up to 5% of assets) to credit worthy
customers of the Bank. The loans are made for up to 75% of the collateral
value not to exceed $3.0 million for terms up to 10 years. The Bank requires
the personal guarantee of all borrowers for such loans. At June 30, 2003, the
Bank had $11.8 million, or 2.0% of its net loan portfolio held for investment
in commercial non real estate business loans.

Mortgage Banking Activity

In addition to interest earned on loans, Park View Federal receives fees
for servicing loans which it had sold or swapped for mortgage-backed
securities. During the year ended June 30, 2003, the Bank reported a net loan
servicing loss of $1.8 million as the result of high prepayment speeds on loans
serviced, and at June 30, 2003 was servicing $659.0 million of loans for
others. The Bank has been able to keep delinquencies on loans serviced for
others to a relatively low level of below 1% of the aggregate outstanding
balance of loans serviced as a result of its policy to limit servicing to loans
it originated and subsequently sold to the FHLMC and the FNMA. Because of the
success the Bank has experienced in this area and because it has data
processing equipment that will allow it to expand its portfolio of serviced
loans without incurring significant incremental expenses, the Bank intends in
the future to augment its portfolio of loans serviced by continuing to
originate and either swap such fixed-rate, single-family residential mortgage
loans with the FHLMC and the FNMA in exchange for mortgage-backed securities or
sell such loans for cash, while retaining servicing.

7



---



##### Table of Contents



In addition to loan servicing fees, the Bank receives fees in connection
with loan commitments and originations, loan modifications, late payments and
changes of property ownership and for miscellaneous services related to its
loans. Loan origination fees are calculated as a percentage of the amount
loaned. The Bank typically receives fees of up to three points (one point
being equivalent to 1% of the principal amount of the loan) in connection with
the origination of fixed-rate and adjustable-rate residential mortgage loans.
All loan origination fees are deferred and accreted into income over the
contractual life of the loan according to the interest method of recognizing
income. If a loan is prepaid, refinanced or sold, all remaining deferred fees
with respect to such loan are taken into income at such time.

Income from these activities varies from period to period with the volume
and type of loans originated, sold and purchased, which in turn is dependent on
prevailing mortgage interest rates and their effect on the demand for loans in
the Banks market area.

At June 30, 2003 and June 30, 2002, the Bank had $33,604,000 and
$11,680,000 of fixed-rate single-family mortgage loans available for sale.

Non-Performing Loans and Other
Problem Assets

It is managements policy to continually monitor its loan portfolio to
anticipate and address potential and actual delinquencies. When a borrower
fails to make a payment on a loan, the Bank takes immediate steps to have the
delinquency cured and the loan restored to current status. Loans which are
delinquent 15 days incur a late fee of 5% of the scheduled principal and
interest payment. As a matter of policy, the Bank will contact the borrower
after the loan has been delinquent 20 days. The Bank orders a property
inspection after a loan payment becomes 45 days past due. If a delinquency
exceeds 90 days in the case of a residential mortgage loan, 60 days in the case
of a construction loan or 60 days for a loan on commercial real estate, the
Bank will institute additional measures to enforce its remedies resulting from
the loans default, including, commencing foreclosure action. Loans which are
delinquent 90 days or more generally are placed on nonaccrual status, and
formal legal proceedings are commenced to collect amounts owed.

8



---



##### Table of Contents



The following table sets forth information with respect to the Banks
nonperforming loans and other problem assets at the dates indicated.

|                                                                            |                                             |       |       |       |             |   |       |       |                        |   |       |       |       |   |       |       |       |   |       |       |       |  | 
|--------------------------------------------------------------------------- | ------------------------------------------- | ----- | ----- | ----- | ----------- | - | ----- | ----- | ---------------------- | - | ----- | ----- | ----- | - | ----- | ----- | ----- | - | ----- | ----- | ----- |  | 
|                                                                            |                                             |       |       |       | At June 30,
|                                                                            |                                             |       |       |       |            
|                                                                            |                                             |       |       |       | 2003        |   | 2002  |       | 2001                   |   | 2000  |       | 1999 
|                                                                            |                                             |       |       |       |             |   |       |       |                        |   |       |       |      
|                                                                            |                                             |       |       |       |             |   |       |       | (Dollars in thousands) |   |       |       |      
|Non-accruing loans (1):                                                     |                                             |       |       |       |             |   |       |       |                        |   |       |       |       |   |       |       |       |   |       |      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Real estate                                                                 |                                             | $     | 7,437 |       |             | $ | 7,805 |       |                        | $ | 5,385 |       |       | $ | 4,842 |       |       | $ | 3,639 |      
|                                                                            |                                             |       |       |       |             |   |       |       |                        |   |       |       |       |   |       |       |       |   |       |      
|                                                                            |                                             | Total |       | $     | 7,437       |   |       | $     | 7,805                  |   |       | $     | 5,385 |   |       | $     | 4,842 |   |       | $     | 3,639 | 
|                                                                            |                                             |       |       |       |             |   |       |       |                        |   |       |       |       |   |       |       |       |   |       |      
|Accruing loans which are contractually past due
90 days or more:            |                                             |       |       |       |             |   |       |       |                        |   |       |       |       |   |       |       |       |   |       |      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Real estate                                 |       | $     | 275   |             |   | $     | 0     |                        |   | $     | 20    |       |   | $     | 935   |       |   | $     | 248   |      
|                                                                            |                                             |       |       |       |             |   |       |       |                        |   |       |       |       |   |       |       |       |   |       |      
|                                                                            |                                             | Total |       | $     | 275         |   |       | $     | 0                      |   |       | $     | 20    |   |       | $     | 935   |   |       | $     | 248   | 
|                                                                            |                                             |       |       |       |             |   |       |       |                        |   |       |       |       |   |       |       |       |   |       |      
|                                                                            | Total nonaccrual and 90 days
past due loans |       | $     | 7,712 |             |   | $     | 7,805 |                        |   | $     | 5,405 |       |   | $     | 5,777 |       |   | $     | 3,887 |      
|                                                                            |                                             |       |       |       |             |   |       |       |                        |   |       |       |       |   |       |       |       |   |       |      
|Ratio of non-performing loans to total loans
and mortgage-backed securities |                                             |       | 1.26  | %     |             |   | 1.36  | %     |                        |   | 0.90  | %     |       |   | 1.10  | %     |       |   | .97   | %    
|                                                                            |                                             |       |       |       |             |   |       |       |                        |   |       |       |       |   |       |       |       |   |       |      
|Other non-performing assets (2)                                             |                                             | $     | 449   |       |             | $ | 564   |       |                        | $ | 547   |       |       | $ | 488   |       |       | $ | 168   |      
|                                                                            |                                             |       |       |       |             |   |       |       |                        |   |       |       |       |   |       |       |       |   |       |      
|Total non-performing assets                                                 |                                             | $     | 8,161 |       |             | $ | 8,369 |       |                        | $ | 5,952 |       |       | $ | 6,265 |       |       | $ | 4,055 |      
|                                                                            |                                             |       |       |       |             |   |       |       |                        |   |       |       |       |   |       |       |       |   |       |      
|Total non-performing assets to
total assets                                 |                                             |       | 1.10  | %     |             |   | 1.23  | %     |                        |   | 0.81  | %     |       |   | 1.02  | %     |       |   | 0.90  | %    
|                                                                            |                                             |       |       |       |             |   |       |       |                        |   |       |       |       |   |       |       |       |   |       |      



---

|(1) |  | Non-accrual status denotes loans on which, in the opinion of management,
the collection of additional interest is unlikely, or loans that meet the
non-accrual criteria established by regulatory authorities. Non-accrual
loans include all loans classified as doubtful or loss, loans in
foreclosure, and all loans greater than 90-days past due with a
loan-to-value ratio greater than 65%. Payments received on a non-accrual
loan are either applied to the outstanding principal balance or recorded
as interest income, depending on an assessment of the collectibility of
the principal balance of the loan.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Other non-performing assets represent property acquired by the Bank
through foreclosure or repossession.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

It is the Banks policy to not record into income partial interest
payments. During the year ended June 30, 2003, gross interest income of
$761,800 would have been recorded on loans accounted for on a non-accrual basis
if such loans had been current throughout the period. No interest was included
in income on non-accruing loans.

At June 30, 2003, non-accruing loans consisted of 38 loans totaling $7.4
million, and included 22 conventional mortgage loans aggregating $3.0 million,
2 land loans in the amount of $0.9 million, 3 construction loans in the amount
of $0.5 million, 9 commercial loans in the amount of $2.9 million and 2
multi-family loans in the amount of $0.1 million. Management has reviewed its
non-accruing loans and believes that the allowance for loan losses is adequate
to absorb probable losses on these loans.

Real estate acquired by the Bank as a result of foreclosure is classified
as real estate owned until such time as it is sold. At June 30, 2003, the Bank
had one commercial real estate owned property totaling $449,000.

Asset Classification and Allowance for Loan Losses.Federal regulations
require savings institutions to review their assets on a regular basis and to
classify them as substandard, doubtful or loss, if warranted. Assets
classified as substandard or doubtful require the institution to establish
general allowances for loan losses. If an asset or portion thereof is
classified loss, the insured institution must either establish specific
allowances for loan losses in the amount of 100% of the portion of the asset
classified loss, or charge off such amount. An asset which does not currently
warrant classification but which possesses weaknesses or deficiencies deserving
close attention is required to be designated as special mention. The Bank
has established an Asset Classification Committee, which is comprised of senior
employees of the Bank and two outside Board members. The Asset Classification
Committee meets quarterly to review the Banks loan portfolio and determine
which loans should be placed on a watch-list of potential problem loans which
are considered to have more than normal credit risk. Currently, general loss
allowances (up to 1.25% of risk-based assets) established to cover losses
related to assets classified substandard or doubtful may be included in
determining an institutions regulatory capital, while specific valuation
allowances for loan losses do not qualify as

9



---



##### Table of Contents



regulatory capital. See Regulation of the Bank  Regulatory Capital
Requirements. OTS examiners may disagree with the insured institutions
classifications and amounts reserved. If an institution does not agree with an
examiners classification of an asset, it may appeal this determination to the
OTS. At June 30, 2003, total non-accrual and 90 days past due loans and other
non-performing assets were $8.2 million, of which amount approximately $7.4
million were classified as substandard. For additional information, see 
Non-Performing Loans and Other Problem Assets and Note 4 of Notes to
Consolidated Financial Statements.

In originating loans, the Bank recognizes that credit losses will be
experienced and that the risk of loss will vary with, among other things, the
type of loan being made, the creditworthiness of the borrower over the term of
the loan, general economic conditions and, in the case of a secured loan, the
quality of the security for the loan. It is managements policy to maintain an
adequate allowance for loan losses based on, among other things, the Banks and
the industrys historical loan loss experience, evaluation of economic
conditions and regular reviews of delinquencies and loan portfolio quality.
The Bank increases its allowance for loan losses by charging provisions for
loan losses against the Banks income.

General allowances are made pursuant to managements assessment of risk in
the Banks loan portfolio as a whole. Specific allowances are provided for
individual loans when ultimate collection is considered questionable by
management after reviewing the current status of loans which are contractually
past due and considering the net realizable value of the security for the loan.
Management continues to actively monitor the Banks asset quality and to
charge off loans against the allowance for loan losses when appropriate or to
provide specific loss reserves when necessary. Although management believes it
uses the best information available to make determinations with respect to the
allowance for loan losses, future adjustments may be necessary if economic
conditions differ substantially from the economic conditions in the assumptions
used in making the initial determinations.

The following table summarizes the activity in the allowance for loan
losses for the periods indicated.

|                                                                                      |                     |                   |       |                     |    |      |       |                        |     |      |       |      |     |   |       |    |    |   |       |    |    | 
|------------------------------------------------------------------------------------- | ------------------- | ----------------- | ----- | ------------------- | -- | ---- | ----- | ---------------------- | --- | ---- | ----- | ---- | --- | - | ----- | -- | -- | - | ----- | -- | -- | 
|                                                                                      |                     |                   |       | Year Ended June 30,
|                                                                                      |                     |                   |       |                    
|                                                                                      |                     |                   |       | 2003                |    | 2002 |       | 2001                   |     | 2000 |       | 1999
|                                                                                      |                     |                   |       |                     |    |      |       |                        |     |      |       |     
|                                                                                      |                     |                   |       |                     |    |      |       | (Dollars in thousands) |     |      |       |     
|Balance at beginning of year                                                          |                     | $                 | 3,902 |                     |    | $    | 3,520 |                        |     | $    | 3,388 |      |     | $ | 2,630 |    |    | $ | 2,687 |   
|                                                                                      |                     |                   |       |                     |    |      |       |                        |     |      |       |      |     |   |       |    |    |   |       |   
|Charge-offs:                                                                          |                     |                   |       |                     |    |      |       |                        |     |      |       |      |     |   |       |    |    |   |       |   
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                      | Mortgage loans      |                   |       | 19                  |    |      |       | 204                    |     |      |       | 106  |     |   |       | 93 |    |   |       | 42 |   
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                      | Non real estate (1) |                   |       | 0                   |    |      |       | 2                      |     |      |       | 7    |     |   |       | 0  |    |   |       | 20 |   
|                                                                                      |                     |                   |       |                     |    |      |       |                        |     |      |       |      |     |   |       |    |    |   |       |   
|                                                                                      |                     | Total charge-offs |       |                     | 19 |      |       |                        | 206 |      |       |      | 113 |   |       |    | 93 |   |       |    | 62 | 
|                                                                                      |                     |                   |       |                     |    |      |       |                        |     |      |       |      |     |   |       |    |    |   |       |   
|Recoveries:                                                                           |                     |                   |       |                     |    |      |       |                        |     |      |       |      |     |   |       |    |    |   |       |   
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                      | Mortgage loans      |                   |       | 0                   |    |      |       | 30                     |     |      |       | 20   |     |   |       | 1  |    |   |       | 5  |   
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                      | Non real estate (1) |                   |       | 0                   |    |      |       | 0                      |     |      |       | 0    |     |   |       | 0  |    |   |       | 0  |   
|                                                                                      |                     |                   |       |                     |    |      |       |                        |     |      |       |      |     |   |       |    |    |   |       |   
|                                                                                      |                     | Total recoveries  |       |                     | 0  |      |       |                        | 30  |      |       |      | 20  |   |       |    | 1  |   |       |    | 5  | 
|                                                                                      |                     |                   |       |                     |    |      |       |                        |     |      |       |      |     |   |       |    |    |   |       |   
|Net charge-offs                                                                       |                     |                   | 19    |                     |    |      | 176   |                        |     |      | 93    |      |     |   | 92    |    |    |   | 57    |   
|                                                                                      |                     |                   |       |                     |    |      |       |                        |     |      |       |      |     |   |       |    |    |   |       |   
|Provision charged to income                                                           |                     |                   | 0     |                     |    |      | 558   |                        |     |      | 225   |      |     |   | 850   |    |    |   | 0     |   
|                                                                                      |                     |                   |       |                     |    |      |       |                        |     |      |       |      |     |   |       |    |    |   |       |   
|Balance at end of year                                                                |                     | $                 | 3,883 |                     |    | $    | 3,902 |                        |     | $    | 3,520 |      |     | $ | 3,388 |    |    | $ | 2,630 |   
|                                                                                      |                     |                   |       |                     |    |      |       |                        |     |      |       |      |     |   |       |    |    |   |       |   
|Ratio of net charge-offs during
the year to average loans
outstanding during the year |                     |                   | 0.0   | %                   |    |      | 0.0   | %                      |     |      | 0.0   | %    |     |   | 0.0   | %  |    |   | 0.0   | % 
|                                                                                      |                     |                   |       |                     |    |      |       |                        |     |      |       |      |     |   |       |    |    |   |       |   



---

|(1) |  | Consists primarily of line of credit loans.
|--- |  | -------------------------------------------

10



---



##### Table of Contents



The following table sets forth the breakdown of the allowance for loan
losses by loan category at the dates indicated. The allocation of the
allowance to each category is not necessarily indicative of future losses and
does not restrict the use of the allowance to absorb losses in any category.



|                |                                    |                      |    |                        |       |             |      |             |       |             |    |        |       |             |      |        |       |  |    |             |       |  |      |        |       | 
|--------------- | ---------------------------------- | -------------------- | -- | ---------------------- | ----- | ----------- | ---- | ----------- | ----- | ----------- | -- | ------ | ----- | ----------- | ---- | ------ | ----- |  | -- | ----------- | ----- |  | ---- | ------ | ----- | 
|                |                                    |                      |    | At June 30,           
|                |                                    |                      |    |                       
|                |                                    |                      |    | 2003                   |       | 2002        |      | 2001       
|                |                                    |                      |    |                        |       |             |      |            
|                |                                    |                      |    |                        |       |             |      | % of        |       |             |    |        |       | % of        |      |        |       |  |    | % of       
|                |                                    |                      |    |                        |       |             |      | Loans in    |       |             |    |        |       | Loans in    |      |        |       |  |    | Loans in   
|                |                                    |                      |    |                        |       |             |      | Category to |       |             |    |        |       | Category to |      |        |       |  |    | Category to
|                |                                    |                      |    |                        |       |             |      | Total       |       |             |    |        |       | Total       |      |        |       |  |    | Total      
|                |                                    |                      |    |                        |       |             |      | Net Loans   |       |             |    |        |       | Net Loans   |      |        |       |  |    | Net Loans  
|                |                                    |                      |    | Amount                 |       | Outstanding |      | Amount      |       | Outstanding |    | Amount |       | Outstanding
|                |                                    |                      |    |                        |       |             |      |             |       |             |    |        |       |            
|                |                                    |                      |    | (Dollars in thousands)
|Mortgage Loans: |                                    |                      |    |                        |       |             |      |             |       |             |    |        |       |             |      |        |       |  |    |             |       |  |      |       
|               
|               
|               
|               
|                | One-to-four family residential (1) |                      | $  | 1,335                  |       |             |      | 46.60       | %     |             | $  | 1,005  |       |             |      | 49.95  | %     |  | $  | 841         |       |  |      | 54.03  | %    
|               
|               
|               
|               
|                | Multi-family residential           |                      |    | 269                    |       |             |      | 7.10        |       |             |    | 261    |       |             |      | 7.66   |       |  |    | 233         |       |  |      | 7.58   |      
|               
|               
|               
|               
|                | Commercial                         |                      |    | 1,949                  |       |             |      | 33.41       |       |             |    | 2,187  |       |             |      | 30.46  |       |  |    | 1,934       |       |  |      | 27.24  |      
|               
|               
|               
|               
|                | Land                               |                      |    | 294                    |       |             |      | 10.86       |       |             |    | 366    |       |             |      | 10.45  |       |  |    | 307         |       |  |      | 10.15  |      
|               
|               
|               
|               
|                | Unallocated                        |                      |    | 19                     |       |             |      | 0.00        |       |             |    | 0      |       |             |      | 0.00   |       |  |    | 130         |       |  |      | 0.00   |      
|                |                                    |                      |    |                        |       |             |      |             |       |             |    |        |       |             |      |        |       |  |    |             |       |  |      |       
|                |                                    | Total mortgage loans |    |                        | 3,866 |             |      |             | 97.97 |             |    |        | 3,819 |             |      |        | 98.52 |  |    |             | 3,445 |  |      |        | 99.00 | 
|               
|               
|               
|               
|Non real estate |                                    |                      | 17 |                        |       |             | 2.03 |             |       |             | 83 |        |       |             | 1.48 |        |       |  | 75 |             |       |  | 1.00 |       
|                |                                    |                      |    |                        |       |             |      |             |       |             |    |        |       |             |      |        |       |  |    |             |       |  |      |       
|                | Total allowance for
loan losses    |                      | $  | 3,883                  |       |             |      | 100.00      | %     |             | $  | 3,902  |       |             |      | 100.00 | %     |  | $  | 3,520       |       |  |      | 100.00 | %    
|                |                                    |                      |    |                        |       |             |      |             |       |             |    |        |       |             |      |        |       |  |    |             |       |  |      |       

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                |                                    |                      |    |                        |       |             |      |             |       |             |    |       |       |             |      |        |       | 
|--------------- | ---------------------------------- | -------------------- | -- | ---------------------- | ----- | ----------- | ---- | ----------- | ----- | ----------- | -- | ----- | ----- | ----------- | ---- | ------ | ----- | 
|                |                                    |                      |    | At June 30,           
|                |                                    |                      |    |                       
|                |                                    |                      |    | 2000                   |       | 1999       
|                |                                    |                      |    |                        |       |            
|                |                                    |                      |    |                        |       |             |      | % of        |       |             |    |       |       | % of       
|                |                                    |                      |    |                        |       |             |      | Loans in    |       |             |    |       |       | Loans in   
|                |                                    |                      |    |                        |       |             |      | Category to |       |             |    |       |       | Category to
|                |                                    |                      |    |                        |       |             |      | Total       |       |             |    |       |       | Total      
|                |                                    |                      |    |                        |       |             |      | Net Loans   |       |             |    |       |       | Net Loans  
|                |                                    |                      |    | Amount                 |       | Outstanding |      | Amount      |       | Outstanding
|                |                                    |                      |    |                        |       |             |      |             |       |            
|                |                                    |                      |    | (Dollars in thousands)
|Mortgage Loans: |                                    |                      |    |                        |       |             |      |             |       |             |    |       |       |             |      |       
|               
|               
|               
|               
|                | One-to-four family residential (1) |                      | $  | 885                    |       |             |      | 56.62       | %     |             | $  | 727   |       |             |      | 50.33  | %    
|               
|               
|               
|               
|                | Multi-family residential           |                      |    | 234                    |       |             |      | 8.11        |       |             |    | 201   |       |             |      | 8.58   |      
|               
|               
|               
|               
|                | Commercial                         |                      |    | 1,596                  |       |             |      | 26.51       |       |             |    | 1,438 |       |             |      | 29.74  |      
|               
|               
|               
|               
|                | Land                               |                      |    | 261                    |       |             |      | 7.93        |       |             |    | 218   |       |             |      | 10.57  |      
|               
|               
|               
|               
|                | Unallocated                        |                      |    | 349                    |       |             |      | 0.00        |       |             |    | 0     |       |             |      | 0.00   |      
|                |                                    |                      |    |                        |       |             |      |             |       |             |    |       |       |             |      |       
|                |                                    | Total mortgage loans |    |                        | 3,325 |             |      |             | 99.17 |             |    |       | 2,584 |             |      |        | 99.22 | 
|               
|               
|               
|               
|Non real estate |                                    |                      | 63 |                        |       |             | 0.83 |             |       |             | 46 |       |       |             | 0.78 |       
|                |                                    |                      |    |                        |       |             |      |             |       |             |    |       |       |             |      |       
|                | Total allowance for
loan losses    |                      | $  | 3,388                  |       |             |      | 100.00      | %     |             | $  | 2,630 |       |             |      | 100.00 | %    
|                |                                    |                      |    |                        |       |             |      |             |       |             |    |       |       |             |      |       



---

|(1) |  | Consists of one-to-four family residential and home equity line of
credit.
|--- |  | --------------------------------------------------------------------------

11



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##### Table of Contents



Investment Activities

Park View Federals investment policy currently allows for investment in
various types of liquid assets, including United States Government and Agency
securities, time deposits at the FHLB of Cincinnati, certificates of deposit or
bankers acceptances at other federally insured depository institutions and
mortgage-backed securities. The general objective of Park View Federals
investment policy is to maximize returns without compromising liquidity or
creating undue credit or interest rate risk. In accordance with the investment
policy, at June 30, 2003 Park View Federal had investments in agency notes,
federal funds sold, FHLB of Cincinnati stock and interest-bearing deposits in
other financial institutions.

The Bank reports its investments, other than marketable equity securities
and securities available for sale, at cost as adjusted for discounts and
unamortized premiums. The Bank has the intent and ability and generally holds
all securities until maturity. Any FHLMC mortgage-backed securities created
from loans originated by the Bank for sale will be designated available for
sale. For additional information see Notes 2 of Notes to Consolidated
Financial Statements.

At present, management is not aware of any conditions or circumstances
which could impair its ability to hold its remaining securities to maturity.

The following table sets forth the carrying value of the Banks securities
portfolio, short-term investments and FHLB of Cincinnati stock at the dates
indicated. At June 30, 2003, the fair market values of the Banks securities
portfolio was $0.03 million. All securities are held to maturity, but are
callable prior to maturity.

|                                      |                   |   |                |        |      |   |        |        |  |   |        |         | 
|------------------------------------- | ----------------- | - | -------------- | ------ | ---- | - | ------ | ------ |  | - | ------ | ------- | 
|                                      |                   |   | At June 30,   
|                                      |                   |   |               
|                                      |                   |   | 2003           |        | 2002 |   | 2001  
|                                      |                   |   |                |        |      |   |       
|                                      |                   |   | (In thousands)
|Investment securities:                |                   |   |                |        |      |   |        |        |  |   |        |        
|                                     
|                                     
|                                     
|                                     
|Municipal securities                  |                   | $ | 33             |        |      | $ | 121    |        |  | $ | 212    |        
|                                     
|                                     
|                                     
|                                     
|U.S. Government and agency securities |                   |   | 0              |        |      |   | 55,000 |        |  |   | 50,000 |        
|                                      |                   |   |                |        |      |   |        |        |  |   |        |        
|                                      | Total securities  |   |                | 33     |      |   |        | 55,121 |  |   |        | 50,212  | 
|                                     
|                                     
|                                     
|                                     
|Interest-bearing deposits             |                   |   | 3,946          |        |      |   | 1,737  |        |  |   | 1,200  |        
|                                     
|                                     
|                                     
|                                     
|Federal funds sold                    |                   |   | 83,050         |        |      |   | 8,050  |        |  |   | 56,050 |        
|                                     
|                                     
|                                     
|                                     
|FHLB of Cincinnati stock              |                   |   | 10,396         |        |      |   | 9,948  |        |  |   | 9,442  |        
|                                      |                   |   |                |        |      |   |        |        |  |   |        |        
|                                      | Total investments |   | $              | 97,425 |      |   | $      | 74,856 |  |   | $      | 116,904 | 
|                                      |                   |   |                |        |      |   |        |        |  |   |        |        

12



---



##### Table of Contents



The following table sets forth the scheduled maturities, carrying values,
market values and average yields for the Banks securities at June 30, 2003.



|                                      |       |   |                        |        |             |  |            |      |         |   |          |   |         |  |      |      |  |   |   |   |  |  |      |      | 
|------------------------------------- | ----- | - | ---------------------- | ------ | ----------- |  | ---------- | ---- | ------- | - | -------- | - | ------- |  | ---- | ---- |  | - | - | - |  |  | ---- | ---- | 
|                                      |       |   | At June 30, 2003      
|                                      |       |   |                       
|                                      |       |   | One Year               |        | One to Five |  | Five to 10
|                                      |       |   | or Less                |        | Years       |  | Years     
|                                      |       |   |                        |        |             |  |           
|                                      |       |   | Carrying               |        | Average     |  | Carrying   |      | Average |   | Carrying |   | Average
|                                      |       |   | Value                  |        | Yield       |  | Value      |      | Yield   |   | Value    |   | Yield  
|                                      |       |   |                        |        |             |  |            |      |         |   |          |   |        
|                                      |       |   | (Dollars in thousands)
|Municipal securities                  |       | $ | 33                     |        |             |  | 6.25       | %    |         | $ | 0        |   |         |  | 0.00 | %    |  | $ | 0 |   |  |  | 0.00 | %   
|                                     
|                                     
|                                     
|                                     
|U.S. Government and
agency securities |       |   | 0                      |        |             |  | 0.00       |      |         |   | 0        |   |         |  | 0.00 |      |  |   | 0 |   |  |  | 0.00 |     
|                                     
|                                     
|                                     
|                                     
|Deposits (1)                          |       |   | 86,996                 |        |             |  | 1.00       |      |         |   | 0        |   |         |  | 0.00 |      |  |   | 0 |   |  |  | 0.00 |     
|                                     
|                                     
|                                     
|                                     
|FHLB of Cincinnati stock              |       |   | 0                      |        |             |  | 0.00       |      |         |   | 0        |   |         |  | 0.00 |      |  |   | 0 |   |  |  | 0.00 |     
|                                      |       |   |                        |        |             |  |            |      |         |   |          |   |         |  |      |      |  |   |   |   |  |  |      |     
|                                      | Total |   | $                      | 87,029 |             |  |            | 1.00 |         |   | $        | 0 |         |  |      | 0.00 |  |   | $ | 0 |  |  |      | 0.00 | 
|                                      |       |   |                        |        |             |  |            |      |         |   |          |   |         |  |      |      |  |   |   |   |  |  |      |     

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                      |       |   |                        |        |                  |  |          |      |        |   |         |        |  |   |        |        |  |  |      |      | 
|------------------------------------- | ----- | - | ---------------------- | ------ | ---------------- |  | -------- | ---- | ------ | - | ------- | ------ |  | - | ------ | ------ |  |  | ---- | ---- | 
|                                      |       |   | At June 30, 2003      
|                                      |       |   |                       
|                                      |       |   | More than              |        |                  |  |          |      |        |   |         |        |  |   |       
|                                      |       |   | 10 Years               |        | Total Securities
|                                      |       |   |                        |        |                 
|                                      |       |   | Carrying               |        | Average          |  | Carrying |      | Market |   | Average
|                                      |       |   | Value                  |        | Yield            |  | Value    |      | Value  |   | Yield  
|                                      |       |   |                        |        |                  |  |          |      |        |   |        
|                                      |       |   | (Dollars in thousands)
|Municipal securities                  |       | $ | 0                      |        |                  |  | 0.00     | %    |        | $ | 33      |        |  | $ | 33     |        |  |  | 6.25 | %   
|                                     
|                                     
|                                     
|                                     
|U.S. Government and
agency securities |       |   | 0                      |        |                  |  | 0.00     |      |        |   | 0       |        |  |   | 0      |        |  |  | 0.00 |     
|                                     
|                                     
|                                     
|                                     
|Deposits (1)                          |       |   | 0                      |        |                  |  | 0.00     |      |        |   | 86,996  |        |  |   | 86,996 |        |  |  | 1.00 |     
|                                     
|                                     
|                                     
|                                     
|FHLB of Cincinnati stock              |       |   | 10,396                 |        |                  |  | 4.00     |      |        |   | 10,396  |        |  |   | 10,396 |        |  |  | 4.00 |     
|                                      |       |   |                        |        |                  |  |          |      |        |   |         |        |  |   |        |        |  |  |      |     
|                                      | Total |   | $                      | 10,396 |                  |  |          | 4.00 |        |   | $       | 97,425 |  |   | $      | 97,425 |  |  |      | 1.32 | 
|                                      |       |   |                        |        |                  |  |          |      |        |   |         |        |  |   |        |        |  |  |      |     



---

|(1) |  | Includes interest-bearing deposits at other financial institutions and
federal funds sold.
|--- |  | ------------------------------------------------------------------------------------------

13



---



##### Table of Contents



Deposit Activity and Other Sources of Funds

General.Deposits are the primary source of the Banks funds for lending,
investment activities and general operational purposes. In addition to
deposits, Park View Federal derives funds from loan principal and interest
repayments, maturities of securities and interest payments thereon. Although
loan repayments are a relatively stable source of funds, deposit inflows and
outflows are significantly influenced by general interest rates and money
market conditions. Borrowings may be used on a short-term basis to compensate
for reductions in the availability of funds, or on a longer term basis for
general operational purposes.

Deposits.The Bank attracts deposits principally from within its primary
market area by offering a variety of deposit instruments, including checking
accounts, money market accounts, regular savings accounts and certificates of
deposit which range in maturity from seven days to four years. Deposit terms
vary according to the minimum balance required, the length of time the funds
must remain on deposit and the interest rate. Maturities, terms, service fees
and withdrawal penalties for its deposit accounts are established by the Bank
on a periodic basis. Park View Federal generally reviews its deposit mix and
pricing on a weekly basis. In determining the characteristics of its deposit
accounts, Park View Federal considers the rates offered by competing
institutions, funds acquisition and liquidity requirements, growth goals and
federal regulations. The Bank does not accept brokered deposits due to the
volatility and rate sensitivity of such deposits.

Park View Federal competes for deposits with other institutions in its
market area by offering deposit instruments that are competitively priced and
providing customer service through convenient and attractive offices,
knowledgeable and efficient staff and hours of service that meet customers
needs. To provide additional convenience, Park View Federal participates in
MAC (money access card) Automated Teller Machine networks at locations
throughout Ohio and other participating states, through which customers can
gain access to their accounts at any time.

The Banks deposits increased by $46.7 million for the fiscal year ended
June 30, 2003 as compared to the fiscal year ended June 30, 2002, Deposit
balances totaled $526.4 million, $479.7 million and $480.5 million at the
fiscal years ended June 30, 2003, 2002, and 2001, respectively.

Deposits in the Bank as of June 30, 2003 were represented by the various
programs described below.

|         |  |                                      |  |         |       |           |  |            |         |          |         |  |        |            |       | 
|-------- |  | ------------------------------------ |  | ------- | ----- | --------- |  | ---------- | ------- | -------- | ------- |  | ------ | ---------- | ----- | 
|Weighted |  |                                      |  |         |       |           |  |            |         |          |         |  |        |            |       | 
|Average  |  |                                      |  |         |       |           |  |            |         |          |         |  |        | Percentage
|Interest |  |                                      |  |         |       | Minimum   |  | Balance in |         | of Total
|Rate     |  | Category                             |  | Balance |       | Thousands |  | Deposits  
|         |  |                                      |  |         |       |           |  |           
|0.34%    |  | NOW accounts                         |  | $       | 50    |           |  | $          | 38,875  |          |         |  | 7.38   | %         
|        
|        
|        
|        
|1.00     |  | Passbook statement accounts          |  |         | 5     |           |  |            | 43,192  |          |         |  | 8.20   |           
|        
|        
|        
|        
|0.67     |  | Money market accounts                |  |         | 1,000 |           |  |            | 27,514  |          |         |  | 5.23   |           
|        
|        
|        
|        
|0.00     |  | Non-interest-earning demand accounts |  |         | 50    |           |  |            | 14,682  |          |         |  | 2.79   |           
|         |  |                                      |  |         |       |           |  |            |         |          |         |  |        |            |       | 
|         |  |                                      |  |         |       |           |  |            |         |          | 124,263 |  |        |            | 23.60 | 
|        
|        
|        
|        
|         |  | Certificates of Deposit              |  |         |       |           |  |            |         |          |         |  |        |           
|        
|        
|        
|        
|2.98     |  | 3 months or less                     |  |         | 500   |           |  |            | 120,841 |          |         |  | 22.95  |           
|        
|        
|        
|        
|2.22     |  | 3 - 6 months                         |  |         | 500   |           |  |            | 36,031  |          |         |  | 6.84   |           
|        
|        
|        
|        
|2.85     |  | 6 - 12 months                        |  |         | 500   |           |  |            | 92,444  |          |         |  | 17.56  |           
|        
|        
|        
|        
|3.76     |  | 1 - 3 years                          |  |         | 500   |           |  |            | 129,493 |          |         |  | 24.60  |           
|        
|        
|        
|        
|4.65     |  | More than three years                |  |         | 500   |           |  |            | 23,357  |          |         |  | 4.45   |           
|         |  |                                      |  |         |       |           |  |            |         |          |         |  |        |            |       | 
|3.23     |  | Total certificates of deposit        |  |         |       |           |  |            | 402,166 |          |         |  | 76.40  |           
|         |  |                                      |  |         |       |           |  |            |         |          |         |  |        |            |       | 
|2.61     |  | Total deposits                       |  |         |       |           |  | $          | 526,429 |          |         |  | 100.00 | %         
|         |  |                                      |  |         |       |           |  |            |         |          |         |  |        |            |       | 

14



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##### Table of Contents



|                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|The following table sets forth the change in dollar amount of deposits in
the various types of accounts offered by the Bank between the dates
indicated.

|                                    |       |   |                  |         |                  |  |                  |        |            |   |            |        |      |   |                        |         |            |  |       |        |            |   |         |      |   |   |         |         |  |  |       |        |   |  |  |  | 
|----------------------------------- | ----- | - | ---------------- | ------- | ---------------- |  | ---------------- | ------ | ---------- | - | ---------- | ------ | ---- | - | ---------------------- | ------- | ---------- |  | ----- | ------ | ---------- | - | ------- | ---- | - | - | ------- | ------- |  |  | ----- | ------ | - |  |  |  | 
|                                    |       |   | At June 30, 2003 |         | At June 30, 2002 |  | At June 30, 2001 |        |            |   |           
|                                    |       |   |                  |         |                  |  |                  |        |            |   |           
|                                    |       |   |                  |         |                  |  |                  |        |            |   | Increase   |        |      |   |                        |         |            |  |       |        | Increase  
|                                    |       |   |                  |         |                  |  |                  |        |            |   | (Decrease) |        |      |   |                        |         |            |  |       |        | (Decrease)
|                                    |       |   |                  |         |                  |  | % of             |        | From Prior |   |            |        |      |   | % of                   |         | From Prior |  |       |        |            |   | % of    |     
|                                    |       |   | Balance          |         | Deposits         |  | Year             |        | Balance    |   | Deposits   |        | Year |   | Balance                |         | Deposits   |  |       |        |           
|                                    |       |   |                  |         |                  |  |                  |        |            |   |            |        |      |   |                        |         |            |  |       |        |           
|                                    |       |   |                  |         |                  |  |                  |        |            |   |            |        |      |   | (Dollars in thousands) |         |            |  |       |        |            |   |         |      |   |   |        
|NOW checking (1)                    |       | $ | 53,557           |         |                  |  | 10.17            | %      |            | $ | 4,576      |        |      | $ | 48,981                 |         |            |  | 10.21 | %      |            | $ | 8,880   |      |   | $ | 40,101  |         |  |  | 8.35  | %      |   |  |  | 
|                                   
|                                   
|                                   
|                                   
|Super NOW checking and money market |       |   | 27,514           |         |                  |  | 5.23             |        |            |   | 5,589      |        |      |   | 21,925                 |         |            |  | 4.57  |        |            |   | 8,927   |      |   |   | 12,998  |         |  |  | 2.70  |       
|                                   
|                                   
|                                   
|                                   
|Passbook and regular savings        |       |   | 43,192           |         |                  |  | 8.20             |        |            |   | 6,026      |        |      |   | 37,166                 |         |            |  | 7.75  |        |            |   | 5,921   |      |   |   | 31,245  |         |  |  | 6.50  |        |   |  |  | 
|                                   
|                                   
|                                   
|                                   
|Jumbo certificates                  |       |   | 100,149          |         |                  |  | 19.02            |        |            |   | 3,138      |        |      |   | 97,011                 |         |            |  | 20.23 |        |            |   | (13,550 | )    |   |   | 110,561 |         |  |  | 23.01 |        |   |  |  | 
|                                   
|                                   
|                                   
|                                   
|Other certificates                  |       |   | 255,908          |         |                  |  | 48.61            |        |            |   | 24,381     |        |      |   | 231,527                |         |            |  | 48.27 |        |            |   | (11,321 |      |   |   | 242,848 |         |  |  | 50.54 |        |   |  |  | 
|                                   
|                                   
|                                   
|                                   
|Keogh accounts                      |       |   | 531              |         |                  |  | 0.10             |        |            |   | 126        |        |      |   | 405                    |         |            |  | 0.08  |        |            |   | 113     |      |   |   | 292     |         |  |  | 0.06  |        |   |  |  | 
|                                   
|                                   
|                                   
|                                   
|IRA accounts                        |       |   | 45,578           |         |                  |  | 8.67             |        |            |   | 2,921      |        |      |   | 42,657                 |         |            |  | 8.89  |        |            |   | 170     |      |   |   | 42,487  |         |  |  | 8.84  |        |   |  |  | 
|                                    |       |   |                  |         |                  |  |                  |        |            |   |            |        |      |   |                        |         |            |  |       |        |            |   |         |      |   |   |         |         |  |  |       |        |   |  |  | 
|                                    | Total |   | $                | 526,429 |                  |  |                  | 100.00 | %          |   | $          | 46,757 |      |   | $                      | 479,672 |            |  |       | 100.00 | %          |   | $       | (860 | ) |   | $       | 480,532 |  |  |       | 100.00 | % |  |  |  | 
|                                    |       |   |                  |         |                  |  |                  |        |            |   |            |        |      |   |                        |         |            |  |       |        |            |   |         |      |   |   |         |         |  |  |       |        |   |  |  | 



---

|(1) |  | Includes non-interest-bearing demand accounts.
|--- |  | ----------------------------------------------

The following table sets forth the average balances and average interest
rates based on month-end balances for interest-bearing demand deposits and time
deposits during the periods indicated.



|                  |  |                             |        |          |  |          |        |          |  |          |         |           |  |   |        |   |  |   |        |   |  |   |         |  
|----------------- |  | --------------------------- | ------ | -------- |  | -------- | ------ | -------- |  | -------- | ------- | --------- |  | - | ------ | - |  | - | ------ | - |  | - | ------- | -
|                  |  | For the Year Ended June 30,
|                  |  |                            
|                  |  | 2003                        |        | 2002    
|                  |  |                             |        |         
|                  |  | Interest-                   |        |          |  |          |        |          |  |          |         | Interest- |  |   |        |  
|                  |  | Bearing                     |        |          |  |          |        |          |  |          |         | Bearing   |  |   |        |   |  |   |        |  
|                  |  | Demand                      |        | Savings  |  | Time     |        | Demand   |  | Savings  |         | Time     
|                  |  | Deposits                    |        | Deposits |  | Deposits |        | Deposits |  | Deposits |         | Deposits 
|                  |  |                             |        |          |  |          |        |          |  |          |         |          
|                  |  | (Dollars in thousands)     
|Average balance   |  | $                           | 66,640 |          |  | $        | 38,799 |          |  | $        | 380,784 |           |  | $ | 49,981 |   |  | $ | 35,048 |   |  | $ | 376,795 |  
|                 
|                 
|                 
|                 
|Average rate paid |  |                             | 1.35   | %        |  |          | 1.21   | %        |  |          | 3 .62   | %         |  |   | 2.16   | % |  |   | 1.88   | % |  |   | 5.11    | %

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                  |  |                             |        |          |  |          |        |   |  |   |         |  
|----------------- |  | --------------------------- | ------ | -------- |  | -------- | ------ | - |  | - | ------- | -
|                  |  | For the Year Ended June 30,
|                  |  |                            
|                  |  | 2001                       
|                  |  |                            
|                  |  | Interest-                   |        |          |  |          |        |   | 
|                  |  | Bearing                     |        |          |  |          |        |   |  |  
|                  |  | Demand                      |        | Savings  |  | Time    
|                  |  | Deposits                    |        | Deposits |  | Deposits |        |  
|                  |  |                             |        |          |  |          |        |  
|                  |  | (Dollars in thousands)     
|Average balance   |  | $                           | 40,034 |          |  | $        | 30,893 |   |  | $ | 399,039 |  
|                 
|                 
|                 
|                 
|Average rate paid |  |                             | 3.23   | %        |  |          | 2.50   | % |  |   | 6.27    | %

15



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##### Table of Contents



The rates currently paid on certificates maturing within one year or less
are lower than the rates currently being paid on similar certificates of
deposit maturing thereafter. The Bank will seek to retain these deposits to
the extent consistent with its long-term objective of maintaining positive
interest rate spreads. Depending upon interest rates existing at the time such
certificates mature, the Banks cost of funds may be significantly affected by
the rollover of these funds. A decrease in such cost of funds, if any, may
have a material impact on the Banks operations. To the extent such deposits
do not rollover, the Bank may, if necessary, use other sources of funds,
including borrowings from the FHLB of Cincinnati, to replace such deposits.
See  Borrowings.

The following table indicates the amount of the Banks certificates of
deposit of $100,000 or more by time remaining until maturity as of June 30,
2003.

|                         |       |            |                |         | 
|------------------------ | ----- | ---------- | -------------- | ------- | 
|                         |       |            | Certificates  
|Maturity Period          |       | of Deposit
|                         |       |           
|                         |       |            | (In thousands)
|                        
|Three months or less     |       | $          | 36,534         |        
|                        
|                        
|                        
|                        
|Three through six months |       |            | 8,662          |        
|                        
|                        
|                        
|                        
|Six through 12 months    |       |            | 24,711         |        
|                        
|                        
|                        
|                        
|Over 12 months           |       |            | 39,986         |        
|                         |       |            |                |        
|                         | Total |            | $              | 109,893 | 
|                         |       |            |                |        

Borrowings.Savings deposits historically have been the primary source of
funds for the Banks lending, investments and general operating activities.
The Bank is authorized, however, to use advances from the FHLB of Cincinnati to
supplement its supply of lendable funds and to meet deposit withdrawal
requirements. The FHLB of Cincinnati functions as a central reserve bank
providing credit for savings institutions and certain other member financial
institutions. As a member of the FHLB System, Park View Federal is required to
own stock in the FHLB of Cincinnati and is authorized to apply for advances.
Advances are pursuant to several different programs, each of which has its own
interest rate and range of maturities. Park View Federal has a Blanket
Agreement for advances with the FHLB under which the Bank may borrow up to 50%
of assets subject to normal collateral and underwriting requirements. The Bank
currently has two commitments with the Federal Home Loan Bank of Cincinnati for
flexible lines of credit, referred to as a cash management advance and a REPO
advance, in the amounts of $30 million and $100 million respectively. The REPO
advance and the CMA were not drawn down at June 30, 2003. Advances from the
FHLB of Cincinnati are secured by the Banks stock in the FHLB of Cincinnati
and other eligible assets. For additional information please refer to Note 8
of Notes to Consolidated Financial Statements.

The following table sets forth certain information regarding the Banks
advances from the FHLB of Cincinnati for the periods indicated:

|                                            |  |                |         |      |  |      |         |   |  |   |         |  
|------------------------------------------- |  | -------------- | ------- | ---- |  | ---- | ------- | - |  | - | ------- | -
|                                            |  | At June 30,   
|                                            |  |               
|                                            |  | 2003           |         | 2002 |  | 2001
|                                            |  |                |         |      |  |     
|                                            |  | (In thousands)
|                                           
|Amounts outstanding at end of period        |  | $              | 120,123 |      |  | $    | 120,740 |   |  | $ | 185,867 |  
|                                           
|                                           
|                                           
|                                           
|Weighted average rate                       |  |                | 4.30    | %    |  |      | 4.30    | % |  |   | 4.68    | %
|                                           
|                                           
|                                           
|                                           
|Maximum amount outstanding at any
month end |  | $              | 130,725 |      |  | $    | 172,839 |   |  | $ | 185,872 |  
|                                           
|                                           
|                                           
|                                           
|Approximate average outstanding balance     |  |                | 122,034 |      |  |      | 142,820 |   |  |   | 117,624 |  
|                                           
|                                           
|                                           
|                                           
|Weighted average rate                       |  |                | 4.27    | %    |  |      | 4.08    | % |  |   | 5.68    | %

At June 30, 2003 PVFCC had one note payable for $5.0 million, and drawn
down $2.5 million, collateralized by the stock of PVFSB. At June 30, 2003 PVFSC
had one note payable with an outstanding balance of $3.3 million,
collateralized by real estate. See Note 9 of Notes to Consolidated Financial
Statement.

16



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##### Table of Contents



Subsidiary Activities

The Bank is required to give the FDIC and the Director of OTS 30 days
prior notice before establishing or acquiring a new subsidiary or commencing a
new activity through an existing subsidiary. Both the FDIC and the Director of
OTS have the authority to prohibit the initiation or to order the termination
of subsidiary activities determined to pose a risk to the safety or soundness
of the institution.

As a federally chartered savings bank, Park View Federal is permitted to
invest an amount equal to 2% of its assets in subsidiaries, with an additional
investment of 1% of assets where such investment serves primarily community,
inner-city and community development purposes. Under such limitations, as of
June 30, 2003, ParkView Federal was authorized to invest up to approximately
$22.3 million in the stock of or loans to subsidiaries, including the
additional 1% investment for community inner-city and community development
purposes. Institutions meeting their applicable minimum regulatory capital
requirements may invest up to 50% of their regulatory capital in conforming
first mortgage loans to subsidiaries in which they own 10% or more of the
capital stock. Park View Federal currently exceeds its regulatory capital
requirements.

PVF has three active subsidiaries, Park View Federal, PVFSC and MPLC.
PVFSC is engaged in the activities of land acquisition and real estate
investment. PVF has three nonactive subsidiaries, PVF Community Development
Corp., PVF Mortgage Corp., and PVF Holdings, which have been chartered for
future activity.

PVF Service Corporation.At June 30, 2003, PVFSC had a $0.35 million
investment in a joint venture for the construction of a new branch office in
Avon, Ohio, with the joint venture borrowing $0.7 million, guaranteed by PVFSC,
for the cost of construction. PVFSC also has an interest in Park View Plaza, a
joint venture, which is a strip center in Lakewood, OH that includes our
Clifton branch office. In addition, PVFSC had a $5.3 million investment in
office properties used by the Bank, that includes the Corporate Center in
Solon, Ohio, and branch offices in Bainbridge, Ohio and Chardon, Ohio. In
March 2002, PVFSC obtained a loan for $3.4 million secured by its Corporate
Center in Solon, Ohio. PVFSC also made a $0.85 million real estate loan for
the development of land in Newbury, Ohio.

Mid Pines Land Company.In September of 2000, MPLC purchased a commercial
office building in Solon, Ohio and approximately 5 acres of adjoining land from
ARAC, Inc. for $4.4 million dollars. The purchase was made for the purpose of
facilitating the acquisition in April 2001 by PVFSC of the Companys new
Corporate Center. In November of 2000, the commercial office building was
sold to Rockside Corporate Woods Limited, LLC for $3.6 million. At June 30,
2003, MPLC had an investment of $0.6 million in land adjacent to the Companys
new Corporate Center in Solon, Ohio

Competition

The Bank faces strong competition both in originating real estate and
other loans and in attracting deposits. The Bank competes for real estate and
other loans principally on the basis of interest rates and the loan fees it
charges, the type of loans it originates and the quality of services it
provides to borrowers. Its competition in originating real estate loans comes
primarily from other savings institutions, commercial banks and mortgage
bankers making loans secured by real estate located in the Banks market area.

The Bank attracts all its deposits through its branch offices primarily
from the communities in which those branch offices are located. Consequently,
competition for deposits is principally from other savings institutions,
commercial banks, credit unions and brokers in these communities. Park View
Federal competes for deposits and loans by offering a variety of deposit
accounts at competitive rates, a wide array of loan products, convenient
business hours and branch locations, a commitment to outstanding customer
service and a well-trained staff. In addition, the Bank believes it has
developed strong relationships with local businesses, realtors, builders, and
the public in general, giving it an excellent image in the community.

Employees

As of June 30, 2003, PVF and its subsidiaries had 169 full-time employees
and 27 part-time employees, none of whom was represented by a collective
bargaining agreement. The Company believes it enjoys a good relationship with
its personnel.

17



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##### Table of Contents






REGULATION OF THE BANK

General.As a savings institution, Park View Federal is subject to
extensive regulation by the OTS, and its deposits are insured by the SAIF,
which is administered by the FDIC. The lending activities and other
investments of the Bank must comply with various federal regulatory
requirements. The OTS periodically examines the Bank for compliance with
various regulatory requirements. The FDIC also has the authority to conduct
special examinations of SAIF-insured savings institutions. The Bank must file
reports with OTS describing its activities and financial condition. The Bank
is also subject to certain reserve requirements promulgated by the Federal
Reserve Board. This supervision and regulation is intended primarily for the
protection of depositors. Certain of these regulatory requirements are
referred to below or elsewhere herein.

Financial Modernization Legislation.On November 12, 1999, legislation
was enacted which could have a far-reaching impact on the financial services
industry. The Gramm-Leach-Bliley (G-L-B) Act authorizes affiliations between
banking, securities and insurance firms and authorizes bank holding companies
and national banks to engage in a variety of new financial activities. Among
the new activities that will be permitted to bank holding companies are
securities and insurance brokerage, securities underwriting, insurance
underwriting and merchant banking. The Federal Reserve Board, in consultation
with the Secretary of the Treasury, may approve additional financial
activities. The G-L-B Act, however, prohibits future acquisitions of existing
unitary savings and loan holding companies, like the Company, by firms which
are engaged in commercial activities and limits the permissible activities of
unitary holding companies formed after May 4, 1999.

The G-L-B Act imposes new requirements on financial institutions with
respect to customer privacy. The G-L-B Act generally prohibits disclosure of
customer information to non-affiliated third parties unless the customer has
been given the opportunity to object and has not objected to such disclosure.
Financial institutions are further required to disclose their privacy policies
to customers annually. Financial institutions, however, will be required to
comply with state law if it is more protective of customer privacy than the
G-L-B Act. The G-L-B Act directs the federal banking agencies, the National
Credit Union Administration, the Secretary of the Treasury, the Securities and
Exchange Commission and the Federal Trade Commission, after consultation with
the National Association of Insurance Commissioners, to promulgate implementing
regulations within six months of enactment. The privacy provisions became
effective in July 2001.

The G-L-B Act contains significant revisions to the FHLB System. The
G-L-B Act imposes new capital requirements on the FHLBs and authorizes them to
issue two classes of stock with differing dividend rates and redemption
requirements. The G-L-B Act deletes the current requirement that the FHLBs
annually contribute $300 million to pay interest on certain government
obligations in favor of a 20% of net earnings formula. The G-L-B Act expands
the permissible uses of FHLB advances by community financial institutions
(under $500 million in assets) to include funding loans to small businesses,
small farms and small agri-businesses. The G-L-B Act makes membership in the
FHLB voluntary for federal savings associations.

The G-L-B Act contains a variety of other provisions including a
prohibition against ATM surcharges unless the customer has first been provided
notice of the imposition and amount of the fee. The G-L-B Act reduces the
frequency of Community Reinvestment Act examinations for smaller institutions
and imposes certain reporting requirements on depository institutions that make
payments to non-governmental entities in connection with the Community
Reinvestment Act. The G-L-B Act eliminates the SAIF special reserve and
authorizes a federal savings association that converts to a national or state
bank charter to continue to use the term federal in its name and to retain
any interstate branches.

The Company is unable to predict the impact of the G-L-B Act on its
operations at this time. Although the G-L-B Act reduces the range of companies
with which may acquire control of the Company, it may facilitate affiliations
with companies in the financial services industry.

Regulatory Capital Requirements.Under OTS regulations, savings
institutions must maintain tangible capital equal to 1.5% of adjusted total
assets, core (also referred to as Tier 1) capital equal to 4.0% (or 3.0% if
the institution is rated CAMELS 1 under the OTS examination rating system) of
adjusted total assets and total capital, a combination of core and
supplementary capital, equal to 8.0% of risk-weighted assets. In addition,
the OTS has

18



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##### Table of Contents



adopted regulations which impose certain restrictions on savings associations
that have a total risk-based capital ratio that is less than 8.0%, a ratio of
Tier 1 capital to risk-weighted assets of less than 4.0% or a ratio of Tier 1
capital to adjusted total assets of less than 4.0% (or 3.0% if the institution
is rated CAMELS 1). For purposes of these regulations, Tier 1 capital has the
same definitions as core capital. See  Prompt Corrective Regulatory
Action. The Bank is in compliance with all applicable regulatory capital
requirements.

In determining compliance with the risk-based capital requirement, a
savings institution calculates its total capital, which may include both core
capital and supplementary capital, provided the amount of supplementary capital
used does not exceed the savings institutions core capital. Supplementary
capital is defined to include certain preferred stock issues, nonwithdrawable
accounts and pledged deposits that do not qualify as core capital, certain
approved subordinated debt, certain other capital instruments and a portion of
the savings institutions allowances for loan and lease losses allowances, and
up to 45% of unrealized net gains on equity securities. Total core and
supplementary capital are reduced by the amount of capital instruments held by
other depository institutions pursuant to reciprocal arrangements and equity
investments other than those deducted from core and tangible capital. At June
30, 2003, Park View Federal had no equity investments for which OTS regulations
require a deduction from total capital.

The risk-based capital requirement is measured against risk-weighted
assets, which equal the sum of each asset and the credit-equivalent amount of
each off-balance sheet item after being multiplied by an assigned risk weight.
Under the OTS risk-weighting system, single-family first mortgages not more
than 90 days past due with loan-to-value ratios under 80%, and multi-family
mortgages (maximum 36 dwelling units) with loan-to-value ratios under 80% and
average annual occupancy rates over 80%, are assigned a risk weight of 50%.
Consumer, home equity and land loans, residential and nonresidential
construction loans and commercial real estate loans are assigned a risk weight
of 100%. Mortgage-backed securities issued, or fully guaranteed as to
principal and interest, by the FNMA or FHLMC are assigned a 20% risk weight.
Cash and United States Government securities backed by the full faith and
credit of the United States Government are given a 0% risk weight. Under the
risk-based capital requirement, a savings institution is required to maintain
total capital, consisting of core capital plus certain other components,
including general valuation allowances, equal to 8.0% of risk-weighted assets.
At June 30, 2003 the Banks risk-weighted assets were $535.6 million, and its
total regulatory capital was $61.2 million, or 11.43% of risk-weighted assets.

19



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##### Table of Contents



The table below presents the Banks capital position at June 30, 2003,
relative to its various minimum regulatory capital requirements.

|                                      |        |   |                        |        |            |  |            |      |  
|------------------------------------- | ------ | - | ---------------------- | ------ | ---------- |  | ---------- | ---- | -
|                                      |        |   | At June 30, 2003      
|                                      |        |   |                       
|                                      |        |   |                        |        |            |  | Percent of
|                                      |        |   | Amount                 |        | Assets (1)
|                                      |        |   |                        |        |           
|                                      |        |   | (Dollars in Thousands)
|Tangible Capital                      |        | $ | 57,548                 |        |            |  | 7.73       | %   
|                                     
|                                     
|                                     
|                                     
|Tangible Capital Requirement          |        |   | 11,160                 |        |            |  | 1.50       |     
|                                      |        |   |                        |        |            |  |            |     
|                                      | Excess |   | $                      | 46,388 |            |  |            | 6.23 | %
|                                      |        |   |                        |        |            |  |            |     
|Tier 1/Core Capital                   |        | $ | 57,548                 |        |            |  | 7.73       | %   
|                                     
|                                     
|                                     
|                                     
|Tier 1/Core Capital Requirement       |        |   | 29,760                 |        |            |  | 4.00       |     
|                                      |        |   |                        |        |            |  |            |     
|                                      | Excess |   | $                      | 27,788 |            |  |            | 3.73 | %
|                                      |        |   |                        |        |            |  |            |     
|Tier 1 Risk-Based Capital             |        | $ | 57,548                 |        |            |  | 10.74      | %   
|                                     
|                                     
|                                     
|                                     
|Tier 1 Risk-Based Capital Requirement |        |   | 21,425                 |        |            |  | 4.00       |     
|                                      |        |   |                        |        |            |  |            |     
|                                      | Excess |   | $                      | 36,123 |            |  |            | 6.74 | %
|                                      |        |   |                        |        |            |  |            |     
|Risk-Based Capital                    |        | $ | 61,196                 |        |            |  | 11.43      | %   
|                                     
|                                     
|                                     
|                                     
|Risk-Based Capital Requirement        |        |   | 42,849                 |        |            |  | 8.00       |     
|                                      |        |   |                        |        |            |  |            |     
|                                      | Excess |   | $                      | 18,347 |            |  |            | 3.43 | %
|                                      |        |   |                        |        |            |  |            |     

|   
|---
|(1)

In addition to requiring generally applicable capital standards for
savings institutions, the Director of OTS may establish the minimum level of
capital for a savings institution at such amount or at such ratio of
capital-to-assets as the Director determines to be necessary or appropriate for
such institution in light of the particular circumstances of the institution.
The Director of OTS may treat the failure of any savings institution to
maintain capital at or above such level as an unsafe or unsound practice and
may issue a directive requiring any savings institution which fails to maintain
capital at or above the minimum level required by the Director to submit and
adhere to a plan for increasing capital. Such an order may be enforced in the
same manner as an order issued by the FDIC.

Prompt Corrective Regulatory Action.Under the Federal Deposit Insurance
Corporation Improvement Act of 1991 (FDICIA), the federal banking regulators
are required to take prompt corrective action if an insured depository
institution fails to satisfy certain minimum capital requirements. All
institutions, regardless of their capital levels, are restricted from making
any capital distribution or paying any management fees if the institution would
thereafter fail to satisfy the minimum levels for any of its capital
requirements. An institution that fails to meet the minimum level for any
relevant capital measure (an undercapitalized institution) may be: (i)
subject to increased monitoring by the appropriate federal banking regulator;
(ii) required to submit an acceptable capital restoration plan within 45 days;
(iii) subject to asset growth limits; and (iv) required to obtain prior
regulatory approval for acquisitions, branching and new lines of businesses.
The capital restoration plan must include a guarantee by the institutions
holding company that the institution will comply with the plan until it has
been adequately capitalized on average for four consecutive quarters, under
which the holding company would be liable up to the lesser of 5% of the
institutions total assets or the amount necessary to bring the institution
into capital compliance as of the date it failed to comply with its capital
restoration plan. A significantly undercapitalized institution, as well as
any undercapitalized institution that did not submit an acceptable capital
restoration plan, may be subject to regulatory demands for recapitalization,
broader application of restrictions on transactions with affiliates,
limitations on interest rates paid on deposits, asset growth and other
activities, possible replacement of directors and officers, and restrictions on
capital distributions by any bank holding company controlling the institution.
Any company controlling the institution could also be required to divest the
institution or the institution

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could be required to divest subsidiaries. The senior executive officers
of a significantly undercapitalized institution may not receive bonuses or
increases in compensation without prior approval and the institution is
prohibited from making payments of principal or interest on its subordinated
debt. In their discretion, the federal banking regulators may also impose the
foregoing sanctions on an undercapitalized institution if the regulators
determine that such actions are necessary to carry out the purposes of the
prompt corrective action provisions. If an institutions ratio of tangible
capital to total assets falls below a critical capital level, the institution
will be subject to conservatorship or receivership within specified time
periods.

Under regulations jointly adopted by the federal banking regulators, a
savings institutions capital adequacy for purposes of the FDICIA prompt
corrective action rules is determined on the basis of the institutions total
risk-based capital ratio (the ratio of its total capital to risk-weighted
assets), Tier 1 risk-based capital ratio (the ratio of its core capital to
risk-weighted assets) and leverage ratio (the ratio of its Tier 1 or core
capital to adjusted total assets). The following table shows the capital
ratio requirements for each prompt corrective action category:

|                                |  |                  |  |                |  |                  |  |                  |  |  |  |               |  |  |  | 
|------------------------------- |  | ---------------- |  | -------------- |  | ---------------- |  | ---------------- |  |  |  | ------------- |  |  |  | 
|                                |  |                  |  |                |  | Adequately       |  |                  |  |  |  | Significantly
|                                |  | Well Capitalized |  | Capitalized    |  | Undercapitalized |  | Undercapitalized
|                                |  |                  |  |                |  |                  |  |                 
|Total risk-based
capital ratio  |  | 10.0% or more    |  | 8.0% or more   |  | Less than 8.0%   |  | Less than 6.0%  
|                               
|                               
|                               
|                               
|Tier 1 risk-based capital ratio |  | 6.0% or more     |  | 4.0% or more   |  | Less than 4.0%   |  | Less than 3.0%  
|                               
|                               
|                               
|                               
|Leverage ratio                  |  | 5.0% or more     |  | 4.0% or more * |  | Less than 4.0% * |  | Less than 3.0%  



---

|* |  | 3.0% if the institution has a composite 1 CAMELS rating.
|- |  | --------------------------------------------------------

A critically undercapitalized savings institution is defined as a savings
institution that has a ratio of tangible equity to total assets of less than
2.0%. Tangible equity is defined as core capital plus cumulative perpetual
preferred stock (and related surplus) less all intangibles other than
qualifying supervisory goodwill and certain purchased mortgage servicing
rights. The OTS may reclassify a well capitalized savings association as
adequately capitalized and may require an adequately capitalized or
undercapitalized institution to comply with the supervisory actions applicable
to institutions in the next lower capital category (but may not reclassify a
significantly undercapitalized institution as critically undercapitalized) if
the OTS determines, after notice and an opportunity for a hearing, that the
savings institution is in an unsafe or unsound condition or that the
institution has received and not corrected a less-than-satisfactory rating for
any CAMELS rating category. For information regarding the position of the Bank
with respect to the FDICIA prompt corrective action rules, see Note 13 of Notes
to Consolidated Financial Statements.

Safety and Soundness Standards.Interagency Guidelines Establishing
Standards for Safety and Soundness require savings institutions to maintain
internal controls and information systems and internal audit systems that are
appropriate for the size, nature and scope of the institutions business. The
guidelines also establish certain basic standards for loan documentation,
credit underwriting, interest rate risk exposure, and asset growth. The
guidelines further provide that savings institutions should maintain safeguards
to prevent the payment of compensation, fees and benefits that are excessive or
that could lead to material financial loss, and should take into account
factors such as comparable compensation practices at comparable institutions.
If the OTS determines that a savings institution is not in compliance with the
safety and soundness guidelines, it may require the institution to submit an
acceptable plan to achieve compliance with the guidelines. A savings
institution must submit an acceptable compliance plan to the OTS within 30 days
of receipt of a request for such a plan. Failure to submit or implement a
compliance plan may subject the institution to regulatory sanctions.
Additionally, a savings institution should maintain systems, commensurate with
its size and the nature and scope of its operations, to identify problem assets
and prevent deterioration in those assets as well as to evaluate and monitor
earnings and ensure that earnings are sufficient to maintain adequate capital
and reserves. Management believes that the Bank meets substantially all the
standards adopted in the interagency guidelines.

Federal Home Loan Bank System.Park View Federal is a member of the FHLB
System, which consists of 12 regional FHLBs subject to supervision and
regulation by the Federal Housing Finance Board (FHFB). The FHLBs provide a
central credit facility primarily for member institutions. As a member of the
FHLB System, the Bank is

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required to acquire and hold shares of capital stock in the FHLB of Cincinnati
in an amount at least equal to 1% of the aggregate unpaid principal of its home
mortgage loans, home purchase contracts and similar obligations at the
beginning of each year, or 1/20 of its advances (borrowings) from the FHLB of
Cincinnati, whichever is greater. The Bank was in compliance with this
requirement with an investment in FHLB of Cincinnati stock at June 30, 2003 of
$10.4 million.

The FHLB of Cincinnati serves as a reserve or central bank for its member
institutions within its assigned region. It is funded primarily from proceeds
derived from the sale of consolidated obligations of the FHLB System. It makes
advances to members in accordance with policies and procedures established by
the FHFB and the Board of Directors of the FHLB of Cincinnati. Long-term
advances may be made only for the purpose of providing funds for residential
housing finance, small business loans, small farm loans and small agri-business
loans. At June 30, 2003, the Bank had $120.1 million in advances outstanding
from the FHLB of Cincinnati. See  Deposit Activity and Other Sources of
Funds  Borrowings.

Qualified Thrift Lender Test.A savings association that does not meet
the Qualified Thrift Lender test (QTL Test) must either convert to a bank
charter or comply with the following restrictions on its operations: (i) the
institution may not engage in any new activity or make any new investment,
directly or indirectly, unless such activity or investment is permissible for a
national bank; (ii) the branching powers of the institution shall be restricted
to those of a national bank; and (iii) payment of dividends by the institution
shall be subject to the rules regarding payment of dividends by a national
bank. Upon the expiration of three years from the date the institution ceases
to be a Qualified Thrift Lender, it must cease any activity, and not retain any
investment not permissible for a national bank and savings association.

To meet the QTL test, the institution must qualify as a domestic building
and loan association under the Internal Revenue Code or the institutions
Qualified Thrift Investments must total at least 65% of portfolio assets.
Under OTS regulations, portfolio assets are defined as total assets less
intangibles, property used by a savings institution in its business and
liquidity investments in an amount not exceeding 20% of assets. Qualified
Thrift Investments consist of (i) loans, equity positions or securities related
to domestic, residential real estate or manufactured housing, and educational,
small business and credit card loans, (ii) 50% of the dollar amount of
residential mortgage loans subject to sale under certain conditions, and (iii)
stock in an FHLB or the FHLMC or FNMA. In addition, subject to a 20% of
portfolio assets limit, savings institutions are able to treat as Qualified
Thrift Investments 200% of their investments in loans to finance starter
homes and loans for construction, development or improvement of housing and
community service facilities or for financing small businesses in
credit-needy areas. In order to maintain QTL status, the savings institution
must maintain a weekly average percentage of Qualified Thrift Investments to
portfolio assets equal to 65% on a monthly average basis in nine out of 12
months. A savings institution that fails to maintain QTL status will be
permitted to requalify once, and if it fails the QTL test a second time, it
will become immediately subject to all penalties as if all time limits on such
penalties had expired. Failure to qualify as a QTL results in a number of
sanctions, including the imposition of certain operating restrictions imposed
on national banks. At June 30, 2003, the Bank qualified as a QTL.

Uniform Lending Standards.Under OTS regulations, savings institutions
must adopt and maintain written policies that establish appropriate limits and
standards for extensions of credit that are secured by liens or interests in
real estate or are made for the purpose of financing permanent improvements to
real estate. These policies must establish loan portfolio diversification
standards, prudent underwriting standards, including loan-to-value limits, that
are clear and measurable, loan administration procedures and documentation,
approval and reporting requirements. The real estate lending policies must
reflect consideration of the Interagency Guidelines for Real Estate Lending
Policies (the Interagency Guidelines) that have been adopted by the federal
bank regulators.

The Interagency Guidelines, among other things, call upon depository
institutions to establish internal loan-to-value limits for real estate loans
that are not in excess of the following supervisory limits; (i) for loans
secured by raw land, the supervisory loan-to-value limit is 65% of the value of
the collateral; (ii) for land development loans (i.e., loans for the purpose of
improving unimproved property prior to the erection of structures), the
supervisory limit is 75%; (iii) for loans for the construction of commercial,
multifamily or other nonresidential property, the supervisory limit is 80%;
(iv) for loans for the construction of one-to-four family properties, the
supervisory limit is 85%; and (v) for loans secured by other improved property
(e.g., farmland, completed commercial property and other income-producing
property including non-owner-occupied, one-to-four family property), the limit
is 85%. Although no supervisory loan-

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to-value limit has been established for owner-occupied, one-to-four family and
home equity loans, the Interagency Guidelines state that for any such loan with
a loan-to-value ratio that equals or exceeds 90% at origination, an institution
should require appropriate credit enhancement in the form of either mortgage
insurance or readily marketable collateral.

The Interagency Guidelines state that it may be appropriate in individual
cases to originate or purchase loans with loan-to-value ratios in excess of the
supervisory loan-to-value limits, based on the support provided by other credit
factors. The aggregate amount of loans in excess of the supervisory
loan-to-value limits, however, should not exceed 100% of total capital and the
total of such loans secured by commercial, agricultural, multi-family and other
non-one-to-four family residential properties should not exceed 30% of total
capital. The supervisory loan-to-value limits do not apply to certain
categories of loans including loans insured or guaranteed by the U.S.
government and its agencies or by financially capable state, local or municipal
governments or agencies, loans backed by the full faith and credit of a state
government, loans that are to be sold promptly after origination without
recourse to a financially responsible party, loans that are renewed, refinanced
or restructured without the advancement of new funds, loans that are renewed,
refinanced or restructured in connection with a workout, loans to facilitate
sales of real estate acquired by the institution in the ordinary course of
collecting a debt previously contracted and loans where the real estate is not
the primary collateral.

The Bank believes that its current lending policies conform to the
Interagency Guidelines.

Deposit Insurance.The Bank is required to pay assessments, based on a
percentage of its insured deposits, to the FDIC for insurance of its deposits
by the FDIC through the SAIF of the FDIC. The FDIC is required to set
semi-annual assessments for SAIF-insured institutions at a level necessary to
maintain the designated reserve ratio of the SAIF at 1.25% of estimated insured
deposits, or at a higher percentage of estimated insured deposits that the FDIC
determines to be justified for that year by circumstances indicating a
significant risk of substantial future losses to the SAIF.

Under the FDICs risk-based deposit insurance assessment system, the
assessment rate for an insured depository institution depends on the assessment
risk classification assigned to the institution by the FDIC, which is
determined by the institutions capital level and supervisory evaluations.
Based on the data reported to regulators for the date closest to the last day
of the seventh month preceding the semi-annual assessment period, institutions
are assigned to one of three capital groups  well capitalized, adequately
capitalized or undercapitalized  using the same percentage criteria as under
the prompt corrective action regulations. See  Prompt Corrective Regulatory
Action. Within each capital group, institutions are assigned to one of three
subgroups on the basis of supervisory evaluations by the institutions primary
supervisory authority, and such other information as the FDIC determines to be
relevant to the institutions financial condition and the risk posed to the
deposit insurance fund. Subgroup A consists of financially sound institutions
with only a few minor weaknesses. Subgroup B consists of institutions that
demonstrate weaknesses which, if not corrected, could result in significant
deterioration of the institution and increased risk of loss to the deposit
insurance fund. Subgroup C consists of institutions that pose a substantial
probability of loss to the deposit insurance fund unless effective corrective
action is taken.

The FDICs current regular semi-annual SAIF assessment rates set a base
assessment rate schedule ranging from 0 to 27 basis points. Until December 31,
1999, SAIF-insured institutions were required to pay assessments to the FDIC at
the rate of 6.44 basis points to help fund interest payments on certain bonds
issued by the Financing Corporation (FICO), an agency of the federal
government established to finance takeovers of insolvent thrifts. During this
period, Bank Insurance Fund (BIF) members were assessed for these obligations
at the rate of 1.3 basis points. Since January 1, 2000, both BIF and SAIF
members have been assessed at the same rate for FICO payments. At June 30,
2003, the Bank had a risk classification of 1A.

Dividend Limitations.Under OTS regulations, the Bank may not pay
dividends on its capital stock if its regulatory capital would thereby be
reduced below the amount then required for the liquidation account established
for the benefit of certain depositors of the Bank at the time of the Banks
conversion from the mutual to stock form. In addition, savings institution
subsidiaries of savings and loan holding companies are required to give the OTS
30 days prior notice of any proposed declaration of dividends to the holding
company.

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OTS regulations require that savings institutions submit notice to the OTS
prior to making a capital distribution (which includes dividends, stock
repurchases and amounts paid to stockholders of another institution in a cash
merger) if (a) they would not be well capitalized after the distribution, (b)
the distribution would result in the retirement of any of the institutions
common or preferred stock or debt counted as its regulatory capital, or (c) the
institution is a subsidiary of a holding company. A savings institution must
make application to the OTS to pay a capital distribution if (x) the
institution would not be adequately capitalized following the distribution, (y)
the institutions total distributions for the calendar year exceeds the
institutions net income for the calendar year to date plus its net income
(less distributions) for the preceding two years, or (z) the distribution would
otherwise violate applicable law or regulation or an agreement with or
conditions imposed by the OTS. If neither the savings institution nor the
proposed capital distribution meet any of the foregoing criteria, then no
notice or application is required to be filed with the OTS before making a
capital distribution. The OTS may disapprove or deny a capital distribution if
in the view of the OTS, the capital distribution would constitute an unsafe or
unsound practice.

The Bank is prohibited from making any capital distributions if after
making the distribution, it would be undercapitalized as defined in the OTS
prompt corrective action regulations. After consultation with the FDIC, the
OTS may permit a savings institution to repurchase, redeem, retire or otherwise
acquire shares or ownership interests if the repurchase, redemption, retirement
or other acquisition: (i) is made in connection with the issuance of additional
shares or other obligations of the institution in at least an equivalent
amount; and (ii) will reduce the institutions financial obligations or
otherwise improve the institutions financial condition.

In addition to the foregoing, earnings of the Bank appropriated to bad
debt reserves and deducted for federal income tax purposes are not available
for payment of cash dividends without payment of taxes at the then current tax
rate by the Bank on the amount of earnings removed from the reserves for such
distributions. See Taxation. The Bank intends to make full use of this
favorable tax treatment afforded to the Bank and does not contemplate use of
any earnings of the Bank in a manner which would limit the Banks bad debt
deduction or create Federal tax liabilities.

Federal Reserve System.Pursuant to regulations of the Federal Reserve
Board, a savings institution must maintain average daily reserves equal to 3%
on transaction accounts of between $0 and $42.1 million, plus 10% on the
remainder. These percentages are subject to adjustment by the Federal Reserve
Board. Because required reserves must be maintained in the form of vault cash
or in a noninterest-bearing account at a Federal Reserve Bank, the effect of
the reserve requirement is to reduce the amount of the institutions
interest-earning assets. At June 30, 2003, Park View Federal met its reserve
requirements.

Interstate and Interindustry Acquisitions.OTS regulations permit federal
savings institutions to branch in any state or states of the United States and
its territories. Except in supervisory cases or when interstate branching is
otherwise permitted by state law or other statutory provision, an institution
may not establish an out-of-state branch unless (i) the institution qualifies
as a domestic building and loan association under §7701(a)(19) of the
Internal Revenue Code and the total assets attributable to all branches of the
association in the state would qualify such branches taken as a whole for
treatment as a domestic building and loan association or as a QTL, and (ii)
such branch would not result in (a) formation of a prohibited multi-state
multiple savings and loan holding company, or (b) a violation of certain
statutory restrictions on branching by savings institution subsidiaries of
banking holding companies. Federal savings institutions generally may not
establish new branches unless the institution meets or exceeds minimum
regulatory capital requirements. The OTS will also consider the institutions
record of compliance with the Community Reinvestment Act in connection with any
branch application.

The Federal Reserve Board may permit the acquisition of a savings
institution by a bank holding company. In approving an application by a bank
holding company to acquire a savings institution, the Federal Reserve Board is
prohibited from imposing restrictions on tandem operations of the subsidiary
savings institution and its holding company affiliates except as required under
Sections 23A and 23B of the Federal Reserve Act, as amended.

A bank holding company that controls a savings institution may merge or
consolidate the assets and liabilities of the savings institution with, or
transfer assets and liabilities to, any subsidiary bank which is a BIF member
with the approval of the appropriate federal banking agency and the Federal
Reserve Board. The resulting bank will be required to continue to pay
assessments to the SAIF at the rates prescribed for SAIF members on the
deposits attributable to the merged savings institution plus an annual growth
increment. In addition, the transaction must comply with the restrictions on
interstate acquisitions of commercial banks under the Bank Holding Company Act.

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Loans-to-One-Borrower Limitations.Under federal law, loans and
extensions of credit, that are not fully secured by collateral with a market
value at least equal to the amount of the loan or extension of credit,
outstanding at one time to a person shall not exceed 15% of the unimpaired
capital and surplus of the savings institution. Loans and extensions of credit
fully secured by certain readily marketable collateral may represent an
additional 10% of unimpaired capital and surplus. OTS regulations permit
certain exceptions to the above general limitations. Specifically, savings
associations may make loans to one borrower, by order of the Director of OTS,
in an amount not to exceed the lesser of $30,000,000 or 30% of unimpaired
capital and surplus to develop residential housing, provided: (i) the purchase
price of each single-family dwelling in the development does not exceed
$500,000; (ii) the savings institution is in compliance with regulatory capital
requirements; (iii) the loans comply with applicable loan-to-value
requirements; and (iv) the aggregate amount of loans made under this authority
does not exceed 150% of unimpaired capital and surplus. A savings institution
is authorized to make loans to one borrower to finance the sale of real
property acquired in satisfaction of debts in an amount up to 50% of unimpaired
capital and surplus.

Transactions with Affiliates.Transactions between savings institutions
and any affiliate are governed by Sections 23A and 23B of the Federal Reserve
Act. An affiliate of a savings institution is any company or entity which
controls, is controlled by or is under common control with the savings
institution. In a holding company context, the parent holding company of a
savings institution (such as the Company) and any companies which are
controlled by such parent holding company are affiliates of the savings
institution. Generally, Sections 23A and 23B (i) limit the extent to which the
savings institution or its subsidiaries may engage in covered transactions
with any one affiliate to an amount equal to 10% of such institutions capital
stock and surplus, and contain an aggregate limit on all such transactions with
all affiliates to an amount equal to 20% of such capital stock and surplus, and
(ii) require that all such transactions be on terms substantially the same, or
at least as favorable, to the institution or subsidiary as those provided to a
nonaffiliated. The term covered transaction includes the making of loans,
purchase of assets, issuance of a guarantee and similar other types of
transactions. In addition to the restrictions imposed by Sections 23A and 23B,
no savings institution may (i) loan or otherwise extend credit to an affiliate,
except for any affiliate which engages only in activities which are permissible
for bank holding companies, or (ii) purchase or invest in any stocks, bonds,
debentures, notes or similar obligations of any affiliate, except for
affiliates which are subsidiaries of the savings institution. Section 106 of
the Bank Holding Company Act of 1956, as amended (BHCA) which also applies to
the Bank, prohibits the Bank from extending credit to or offering any other
services, or fixing or varying the consideration for such extension of credit
or service, on condition that the customer obtain some additional services from
the institution or certain of its affiliates or not obtain services of a
competitor of the institution, subject to certain exceptions.

Savings institutions are also subject to the restrictions contained in
Section 22(h) and Section 22(g) of the Federal Reserve Act on loans to
executive officers, directors and principal stockholders. Under Section 22(h),
loans to a director, executive officer or to a greater than 10% stockholder of
a savings institution, and certain affiliated entities of the foregoing, may
not exceed, together with all other outstanding loans to such person and
affiliated entities the institutions loan to one borrower limit (generally
equal to 15% of the institutions unimpaired capital and surplus and an
additional 10% of such capital and surplus for loans fully secured by certain
readily marketable collateral). Section 22(h) also prohibits loans, above
amounts prescribed by the appropriate federal banking agency, to directors,
executive officers and greater than 10% stockholders of a savings institution,
and their respective affiliates, unless such loan is approved in advance by a
majority of the board of directors of the institution with any interested
director not participating in the voting. The Federal Reserve Board has
prescribed the loan amount (which includes all other outstanding loans to such
person), as to which such prior board of director approval is required, as
being the greater of $25,000 or 5% of capital and surplus (up to $500,000).
Further, the Federal Reserve Board pursuant to Section 22(h) requires that
loans to directors, executive officers and principal stockholders be made on
terms substantially the same as offered in comparable transactions to other
persons. Section 22(h) also generally prohibits a depository institution from
paying the overdrafts of any of its executive officers or directors.

Section 22(g) of the Federal Reserve Act requires that loans to executive
officers of depository institutions not be made on terms more favorable than
those afforded to other borrowers, requires approval for such extensions of
credit by the board of directors of the institution, and imposes reporting
requirements for and additional restrictions on the type, amount and terms of
credits to such officers. In addition, Section 106 of the BHCA extensions of
credit to executive officers, directors, and greater than 10% stockholders of a
depository institution by any other institution which has a correspondent
banking relationship with the institution, unless such extension of

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credit is on substantially the same terms as those prevailing at the time
for comparable transactions with other persons and does not involve more than
the normal risk of repayment or present other unfavorable features.




REGULATION OF THE COMPANY

General

The company is a savings and loan holding company as defined by the Home
Owners Loan Act. As such, the Company is registered with the OTS and is
subject to OTS regulation, examination, supervision and reporting requirements.
As a subsidiary of a savings and loan holding company, the Bank is subject to
certain restrictions in its dealings with the Company and affiliates thereof.

Activities Restrictions.The Board of Directors of the Company presently
intends to operate the Company as a unitary savings and loan holding company.
Since the Company became a unitary savings and loan holding company before May
4, 1999, there are generally no restrictions on the activities of the Company.
However, if the Director of the OTS determines that there is reasonable cause
to believe that the continuation by a savings and loan holding company of an
activity constitutes a serious risk to the financial safety, soundness or
stability of its subsidiary savings institution, the Director of the OTS may
impose such restrictions as deemed necessary to address such risk including
limiting: (i) payment of dividends by the savings institution; (ii)
transactions between the savings institution and its affiliates; and (iii) any
activities of the savings institution that might create a serious risk that the
liabilities of the holding company and its affiliates may be imposed on the
savings institution. Notwithstanding the above rules as to permissible
business activities of unitary savings and loan holding companies, if the
savings institution subsidiary of such a holding company fails to meet the QTL
Test, then such unitary holding company shall also presently become subject to
the activities restrictions applicable to multiple holding companies and,
unless the savings institution requalifies as a QTL within one year thereafter,
register as, and become subject to the restrictions applicable to a bank
holding company. See  Regulation of the Bank  Qualified Thrift Lender
Test.

If the Company were to acquire control of another savings institution,
other than through merger or other business combination with the Bank, the
Company would thereupon become a multiple savings and loan holding company.
Except where such acquisition is pursuant to the authority to approve emergency
thrift acquisitions and where each subsidiary savings institution meets the QTL
Test, the activities of the Company and any of its subsidiaries (other than the
Bank or other subsidiary savings institutions) would thereafter be subject to
further restrictions. Among other things, no multiple savings and loan holding
company or subsidiary thereof which is not a savings institution shall commence
or continue for a limited period of time after becoming a multiple savings and
loan holding company or subsidiary thereof, any business activity, upon prior
notice to, and no objection by, the OTS, other than: (i) furnishing or
performing management services for a subsidiary savings institution; (ii)
conducting an insurance agency or escrow business; (iii) holding, managing, or
liquidating assets owned by or acquired from a subsidiary savings institution;
(iv) holding or managing properties used or occupied by a subsidiary savings
institution; (v) acting as trustee under deeds of trust; (vi) those activities
authorized by regulation as of March 5, 1987 to be engaged in by multiple
holding companies; or (vii) unless the Director of the OTS by regulation
prohibits or limits such activities for savings and loan holding companies,
those activities authorized by the Federal Reserve Board as permissible for
bank holding companies. Those activities described in (vii) above must also be
approved by the Director of the OTS prior to being engaged in by a multiple
holding company.

Restrictions on Acquisitions.Savings and loan holding companies are
prohibited from acquiring, without prior approval of the Director of OTS, (i)
control of any other savings institution or savings and loan holding company or
substantially all the assets thereof, or (ii) more than 5% of the voting shares
of a savings institution or holding company thereof which is not a subsidiary.
Under certain circumstances, a registered savings and loan holding company is
permitted to acquire, with the approval of the Director of the OTS, up to 15%
of the voting shares of an undercapitalized savings institution pursuant to a
qualified stock issuance without that savings institution being deemed
controlled by the holding company. In order for the shares acquired to
constitute a qualified stock issuance, the shares must consist of previously
unissued stock or treasury shares, the shares must be acquired for cash, the
savings and loan holding companys other subsidiaries must have tangible
capital of at least 6 1/2% of total assets, there must not be more than one
common director or officer between the savings and loan holding company and the
issuing savings institution, and transactions between the savings institution
and the savings and loan holding company and any of its affiliates must conform
to Sections 23A and 23B of the Federal Reserve Act. Except with the prior
approval of

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the Director of the OTS, no director or officer of a savings and loan holding
company or person owning or controlling by proxy or otherwise more than 25% of
such companys stock, may also acquire control of any savings institution,
other than a subsidiary savings institution, or of any other savings and loan
holding company.

The Director of the OTS may only approve acquisitions resulting in the
formation of a multiple savings and loan holding company which controls savings
institutions in more than one state if: (i) the multiple savings and loan
holding company involved controls a savings institution which operated a home
or branch office in the state of the institution to be acquired as of March 5,
1987; (ii) the acquiror is authorized to acquire control of the savings
institution pursuant to the emergency acquisition provisions of the Federal
Deposit Insurance Act; or (iii) the statutes of the state in which the
institution to be acquired is located specifically permit institutions to be
acquired by state chartered institutions or savings and loan holding companies
located in the state where the acquiring entity is located (or by a holding
company that controls such state-chartered savings institutions).

Sarbanes-Oxley Act of 2002. On July 30, 2002, the Sarbanes-Oxley Act of
2002 (SOX) was signed into law which mandated a variety of reforms intended
to address corporate and accounting fraud. SOX contained provisions which amend
the Securities Exchange Act of 1934, as amended (the Act) and provisions
which directed the SEC to promulgate rules. The resultant law and regulations
under the Act as of the time of this annual report is set forth in the
following paragraphs. SOX provides for the establishment of a new Public
Company Accounting Oversight Board (PCAOB), which enforces auditing, quality
control and independence standards for firms that audit Securities and Exchange
Commission (SEC)-reporting companies and is funded by fees from all
SEC-reporting companies. SOX imposes higher standards for auditor independence
and restricts the provision of consulting services by auditing firms to
companies they audit. Any non-audit services being provided to an audit client
must be preapproved by the Companys audit committee members. In addition,
certain audit partners must be rotated periodically. SOX requires chief
executive officers and chief financial officers, or their equivalent, to
certify to the accuracy of periodic reports filed with the SEC, subject to
civil and criminal penalties if they knowingly or willfully violate this
certification requirement. In addition, under SOX, legal counsel is required
to report evidence of a material violation of the securities laws or a breach
of fiduciary duty by a company to its chief executive officer or its chief
legal officer, and, if such officer does not appropriately respond, to report
such evidence to the audit committee or other similar committee of the board of
directors or the board itself.

Longer prison terms apply to corporate executives who violate federal
securities laws, the period during which certain types of suits can be brought
against a company or its officers was extended, and bonuses issued to top
executives prior to restatement of a companys financial statements are now
subject to disgorgement if such restatement was due to corporate misconduct.
Executives are also prohibited from trading during retirement plan blackout
periods, and loans to company executives are restricted. Directors and
executive officers must also report most changes in their ownership of a
companys securities within two business days of the change, and all ownership
reports must be electronically filed.

SOX also increased the oversight and authority of audit committees of
publicly traded companies. Audit committee members must be independent and are
barred from accepting consulting, advisory or other compensatory fees from the
issuer. Audit committees of publicly traded companies must have authority to
retain their own counsel and other advisors funded by the company. Audit
committees must establish procedures for the receipt, retention and treatment
of complaints regarding accounting and auditing matters and procedures for
confidential, anonymous submission of employee concerns regarding questionable
accounting or auditing matters. It is the responsibility of the audit
committee to hire, oversee and work on disagreements with the Companys
independent auditor.

Beginning six months after the SEC determines that the PCAOB is able to
carry out its functions, it will be unlawful for any person that is not a
registered public accounting firm (RPAF) to audit an SEC-reporting company.
Under the Act, a RPAF is prohibited from performing statutorily mandated audit
services for a company if such companys chief executive officer, chief
financial officer, comptroller, chief accounting officer or any person serving
in equivalent positions has been employed by such firm and participated in the
audit of such company during the one-year period preceding the audit initiation
date. SOX also prohibits any officer or director of a company or any other
person acting under their direction from taking any action to fraudulently
influence, coerce, manipulate or mislead any independent public or certified
accountant engaged in the audit of the Companys financial statements for the
purpose of rendering the financial statements materially misleading. SOX
requires the RPAF that issues the audit report to attest to and report on
managements assessment of the Companys internal

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controls. In addition, SOX requires that each financial report required
to be prepared in accordance with (or reconciled to) generally accepted
accounting principles and filed with the SEC reflect all material correcting
adjustments that are identified by a RPAF in accordance with generally accepted
accounting principles and the rules and regulations of the SEC.

Although the Company anticipates it will incur additional expense in
complying with the provisions of the Act and the related rules, management does
not expect that such compliance will have a material impact on the Companys
financial condition or results of operations.




TAXATION

General

The Company and its subsidiaries currently file a consolidated federal
income tax return based on a fiscal year ending June 30. Consolidated returns
have the effect of eliminating intercompany distributions, including dividends,
from the computation of consolidated taxable income for the taxable year in
which the distributions occur.

Federal Income Taxation

Savings institutions are subject to the provisions of the Internal Revenue
Code of 1986, as amended (the Code) in the same general manner as other
corporations. Prior to legislation in 1996, institutions such as the Bank
which met certain definitional tests and other conditions prescribed by the
Code benefited from certain favorable provisions regarding their deductions
from taxable income for annual additions to their bad debt reserve. Legislation
that is effective for tax years beginning after December 31, 1995 repealed the
reserve method available to thrifts and required institutions to recapture into
taxable income over a six taxable year period the portion of the tax loan loss
reserve that exceeds the pre-1988 tax loan loss reserve. The Bank had no such
excess reserve. The Bank will no longer be allowed to use the percentage of
taxable income method for tax loan loss provisions, but was allowed to use the
experience method of accounting for bad debts as long as it was not considered
a large thrift. Beginning with June 30, 1997 taxable year, the Bank was
treated the same as a small commercial bank. Institutions with less than $500
million in assets were still permitted to make deductible bad debt additions to
reserves, using the experience method. Beginning with the June 30, 2000
taxable year, the Bank will be taxed as a large thrift and will only be able to
take a tax deduction when a loan is actually charged off.

Earnings appropriated to the Banks bad debt reserve and claimed as a tax
deduction are not available for the payment of cash dividends or for
distribution to stockholders (including distributions made on dissolution or
liquidation), unless the Bank includes the amount in taxable income, along with
the amount deemed necessary to pay the resulting federal income tax.

In addition to the regular income tax, corporations generally are subject
to a minimum tax. An alternative minimum tax is imposed at a minimum tax rate
of 20% on alternative minimum taxable income, which is the sum of a
corporations regular taxable income (with certain adjustments) and tax
preference items, less any available exemption. Net operating losses can
offset no more than 90% of alternative minimum taxable income. The alternative
minimum tax is imposed to the extent it exceeds the corporations regular
income tax.

The Banks federal income tax returns through June 30, 1999 were audited
by the IRS. The years June 30, 2000 through June 30, 2002 are open to audit.

For further information regarding federal income taxes, see Note 10 of
Notes to Consolidated Financial Statements.

State Income Taxation

The Bank is subject to an Ohio franchise tax based on its equity capital
plus certain reserve amounts. Total equity capital for this purpose is reduced
by certain exempted assets. The resulting net taxable value of capital is
taxed

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at a rate of 1.3%. The Company generally elects to be taxed as a qualifying
holding company and pay Ohio tax based on its net income only. The other
subsidiaries of the Company are taxed on the greater of a tax based on net
income or net worth.




EXECUTIVE OFFICERS OF THE REGISTRANT

The following sets forth information with respect to the executive
officers of the Company.

|                |  |                   |    |       |  |                                                                                                                                    
|--------------- |  | ----------------- | -- | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------
|                |  | Age as of         |    |      
|Name            |  | September 8, 2003 |    | Title
|               
|John R. Male    |  |                   | 55 |       |  | Chairman of the Board and Chief Executive Officer
of the Company and the Bank                                                      
|               
|C. Keith Swaney |  |                   | 60 |       |  | President and Chief Operating Officer of the
Company and the Bank, Treasurer of the Company
and Chief Financial Officer of the Bank
|               
|Jeffrey N. Male |  |                   | 54 |       |  | Vice President and Secretary of the Company and
Executive Vice President and Chief
Lending Officer of the Bank                     

John R. Male.Mr. Male has been with the Bank since 1971, where he has
held various positions including branch manager, mortgage loan officer, manager
of construction lending, savings department administrator and chief lending
officer. Mr. Male was named President and Chief Executive Officer of the Bank
in 1986 and was named President of the Company upon its organization in 1994.
Mr. Male was named Chairman of the Board of Directors and Chief Executive
Officer of the Company and the Bank in October 2000. Mr. Male serves in
various public service and charitable organizations. He currently serves on
the Board of Trustees for Heather Hill, a long-term care hospital in Chardon,
Ohio. He has an undergraduate degree from Tufts University and an MBA from
Case Western Reserve University.

C. Keith Swaney.Mr. Swaney joined the Bank in 1962 and was named
Executive Vice President and Chief Financial Officer in 1986. He was named
Vice President and Treasurer of the Company upon its organization in 1994. Mr.
Swaney was named President and Chief Operating Officer of the Company and the
Bank in October 2000. He continues to serve as Treasurer of the Company and as
Chief Financial Officer of the Bank. He is responsible for all internal
operations of the Company and the Bank. Over the years, he has participated in
various charitable organizations and currently serves on the Board of Trustees
for Hiram House Camp. Mr. Swaney attended Youngstown State University and
California University in Pennsylvania.

Jeffrey N. Male.Mr. Male has been with the Bank since 1973. He has
served in various capacities including supervisor of the construction loan
department, personnel director and manager of the collection, foreclosure and
REO departments. Mr. Male was named Executive Vice President of the Bank in
2000. In 1986 Mr. Male was named Senior Vice President in charge of
residential lending operations. He was named Vice President and Secretary of
the Company upon its organization in 1994 and continues to serve in that
position. Mr. Male has served in various capacities with public service and
charitable organizations, including the Chagrin Valley Jaycees, the Chagrin
Falls Chamber of Commerce and the Neighborhood Housing Services Corporate Loan
Committee. Mr. Male is a graduate of Denison University.

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##### Table of Contents






Item 2. Properties

The following table sets forth the location and certain additional
information regarding the Companys offices at June 30, 2003.

|                       |  |          |      |          |  |                        |        |            |  |          |       |             |  |       |          |  |        |  |  | 
|---------------------- |  | -------- | ---- | -------- |  | ---------------------- | ------ | ---------- |  | -------- | ----- | ----------- |  | ----- | -------- |  | ------ |  |  | 
|                       |  | Year     |      |          |  |                        |        | Net Book   |  | Owned or |       | Approximate
|                       |  | Opened/  |      | Total    |  | Value at               |        | Leased/    |  | Square  
|Location               |  | Acquired |      | Deposits |  | June 30, 2003          |        | Expiration |  | Footage 
|                       |  |          |      |          |  |                        |        |            |  |         
|                       |  |          |      |          |  | (Dollars in thousands) |        |            |  |         
|Main Office:           |  |          |      |          |  |                        |        |            |  |          |       |             |  |       |          |  |        |  |  | 
|30000 Aurora Road      |  |          | 2000 |          |  | $                      | 16,917 |            |  | $        | 5,506 |             |  | Owned |          |  | 51,635 | 
|Solon, Ohio            |  |          |      |          |  |                        |        |            |  |          |       |             |  |       |          |  |        |  |  | 
|                      
|Branch Offices:        |  |          |      |          |  |                        |        |            |  |          |       |             |  |       |          |  |        |  |  | 
|2111 Richmond Road     |  |          | 1967 |          |  |                        | 65,748 |            |  |          | 46    |             |  | Lease |          |  | 2,750  | 
|Beachwood, Ohio        |  |          |      |          |  |                        |        |            |  |          |       |             |  |       | 3/1/09   |  |        |  |  | 
|                      
|415 Northfield Road    |  |          | 2002 |          |  |                        | 43,407 |            |  |          | 336   |             |  | Lease |          |  | 3,084  | 
|Bedford, Ohio          |  |          |      |          |  |                        |        |            |  |          |       |             |  |       | 11/1/12  |  |        |  |  | 
|                      
|11010 Clifton Blvd     |  |          | 1974 |          |  |                        | 33,381 |            |  |          | 201   |             |  | Lease |          |  | 1,550  | 
|Cleveland, Ohio        |  |          |      |          |  |                        |        |            |  |          |       |             |  |       | 8/1/05   |  |        |  |  | 
|                      
|13901 Ridge Road       |  |          | 1999 |          |  |                        | 55,558 |            |  |          | 27    |             |  | Lease |          |  | 3,278  | 
|North Royalton, Ohio   |  |          |      |          |  |                        |        |            |  |          |       |             |  |       | 8/31/04  |  |        |  |  | 
|                      
|6990 Heisley Road      |  |          | 1994 |          |  |                        | 30,783 |            |  |          | 36    |             |  | Lease |          |  | 2,400  | 
|Mentor, Ohio           |  |          |      |          |  |                        |        |            |  |          |       |             |  |       | 10/25/03 |  |        |  |  | 
|                      
|1456 SOM Center Road   |  |          | 1995 |          |  |                        | 33,203 |            |  |          | 70    |             |  | Lease |          |  | 2,200  | 
|Mayfield Heights, Ohio |  |          |      |          |  |                        |        |            |  |          |       |             |  |       | 9/30/04  |  |        |  |  | 
|                      
|497 East Aurora Road   |  |          | 1994 |          |  |                        | 38,226 |            |  |          | 2     |             |  | Lease |          |  | 2,400  | 
|Macedonia, Ohio        |  |          |      |          |  |                        |        |            |  |          |       |             |  |       | 9/30/04  |  |        |  |  | 
|                      
|8500 Washington Street |  |          | 1995 |          |  |                        | 36,697 |            |  |          | 664   |             |  | Owned |          |  | 2,700  | 
|Chagrin Falls, Ohio    |  |          |      |          |  |                        |        |            |  |          |       |             |  |       |          |  |        |  |  | 
|                      
|408 Water Street       |  |          | 1997 |          |  |                        | 24,266 |            |  |          | 506   |             |  | Owned |          |  | 2,800  | 
|Chardon, Ohio          |  |          |      |          |  |                        |        |            |  |          |       |             |  |       |          |  |        |  |  | 
|                      
|3613 Medina Road       |  |          | 2000 |          |  |                        | 21,895 |            |  |          | 27    |             |  | Lease |          |  | 2,440  | 
|Medina, Ohio           |  |          |      |          |  |                        |        |            |  |          |       |             |  |       | 8/31/04  |  |        |  |  | 
|                      
|34400 Aurora Road      |  |          | 2000 |          |  |                        | 24,137 |            |  |          | 70    |             |  | Lease |          |  | 3,000  | 
|Solon, Ohio            |  |          |      |          |  |                        |        |            |  |          |       |             |  |       | 4/30/10  |  |        |  |  | 
|                      
|16909 Chagrin Blvd     |  |          | 2000 |          |  |                        | 39,201 |            |  |          | 124   |             |  | Lease |          |  | 2,904  | 
|Shaker Hts., Ohio      |  |          |      |          |  |                        |        |            |  |          |       |             |  |       | 6/30/10  |  |        |  |  | 
|                      
|36311 Detroit Road     |  |          | 2002 |          |  |                        | 26,666 |            |  |          | 271   |             |  | Lease |          |  | 3,375  | 
|Avon, Ohio             |  |          |      |          |  |                        |        |            |  |          |       |             |  |       | 8/31/12  |  |        |  |  | 
|                      
|17780 Pearl Road       |  |          | 2002 |          |  |                        | 36,344 |            |  |          | 173   |             |  | Lease |          |  | 3,500  | 
|Strongsville, Ohio     |  |          |      |          |  |                        |        |            |  |          |       |             |  |       | 8/31/12  |  |        |  |  | 

30



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At June 30, 2003 the net book value of the Companys premises, furniture,
fixtures and equipment was $11.6 million. See Note 6 of Notes to Consolidated
Financial Statements for further information.

The Company also owns real estate in Solon, Ohio. See Item 1. Business
Subsidiary Activities for further information.




Item 3. Legal Proceedings

From time to time, the Company and/or the Bank is a party to various legal
proceedings incident to its business. There are no material legal proceedings
to which the Bank or PVF is a party or to which any of their property is
subject.




Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended June 30, 2003.




PART II




Item 5. Market for the Registrants Common Equity and Related Stockholder Matters

The information contained under the section captioned Market Information
in the Companys Annual Report to Stockholders for the Fiscal Year Ended June
30, 2003 (the Annual Report) is incorporated herein by reference. For
information regarding restrictions on the payment of dividends see Item 1.
Business  Regulation of the Bank  Dividend Limitations.




Item 6. Selected Financial Data

The information contained in the table captioned Selected Consolidated
Financial and Other Data in the Annual Report is incorporated herein by
reference.




Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations

The information contained in the section captioned Managements
Discussion and Analysis of Financial Condition and Results of Operations in
the Annual Report is incorporated herein by reference.




Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The information contained in the section captioned Managements
Discussion and Analysis of Financial Condition and Results of Operations 
Asset/Liability Management in the Annual Report incorporated herein by
reference.




Item 8. Financial Statements and Supplementary Data

The consolidated financial statements contained in the Annual Report which
are listed under Item 14 herein are incorporated herein by reference.

The report of KPMG LLP with respect to the consolidated statements of
operations, shareholders equity, and cash flows of the Company for the year
ended June 30, 2001 follows.

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Independent Auditors Report

The Board of Directors
PVF Capital Corp.:

We have audited the accompanying consolidated statements of operations,
stockholders equity, and cash flows of PVF Capital Corp. and subsidiaries
(Company) for the year ended June 30, 2001. These consolidated financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
PVF Capital Corp. and subsidiaries for the year ended June 30, 2001, in
conformity with accounting principles generally accepted in the United States
of America.

/s/ KMPG LLP

Cleveland, Ohio
July 27, 2001

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##### Table of Contents






Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.




Item 9A. Controls and Procedures

As of the end of the period covered by this report, management of the
Company carried out an evaluation, under the supervision and with the
participation of the Companys principal executive officer and principal
financial officer, of the effectiveness of the Companys disclosure controls
and procedures. Based on this evaluation, the Companys principal executive
officer and principal financial officer concluded that the Companys
disclosure controls and procedures are effective in ensuring that information
required to be disclosed by the Company in reports that it files or submits
under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commissions rules and forms. It should be noted
that the design of the Companys disclosure controls and procedures is based
in part upon certain reasonable assumptions about the likelihood of future
events, and there can be no reasonable assurance that any design of
disclosure controls and procedures will succeed in achieving its stated goals
under all potential future conditions, regardless of how remote, but the
Companys principal executive and financial officers have concluded that the
Companys disclosure controls and procedures are, in fact, effective at a
reasonable assurance level.

There have been no changes in the Companys internal control over
financial reporting (to the extent that elements of internal control over
financial reporting are subsumed within disclosure controls and procedures)
identified in connection with the evaluation described in the above paragraph
that occurred during the Companys last fiscal quarter, that has materially
affected, or is reasonably likely to materially affect, the Companys
internal control over financial reporting.




PART III




Item 10. Directors and Executive Officers of the Registrant

The information contained under the section captioned Proposal I 
Election of Directors in the Companys definitive proxy statement for the
Companys 2003 Annual Meeting of Stockholders (the Proxy Statement) is
incorporated herein by reference.




Item 11. Executive Compensation

The information contained under the section captioned Proposal I 
Election of Directors  Executive Compensation and  Directors
Compensation in the Proxy Statement is incorporated herein by reference.




Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters

|            |  |                                                                                                                                                                                                                                                                
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) and (b) |  | The information required by this item is incorporated herein by
reference to the sections captioned Proposal I  Election of Directors
and Voting Securities and Principal Holders Thereof of the Proxy
Statement.                                         
|           
|           
|           
|           
|(c)         |  | Management knows of no arrangements, including any pledge by any person
of securities of the Bank, the operation of which may at a subsequent date
result in a change in control of the registrant.                                                            
|           
|           
|           
|           
|(d)         |  | This information required by this item is incorporated herein by
reference to the section captioned Proposal II  Approval of the Amended
and Restated PVF Capital Corp. 2000 Incentive Stock Option Plan  Equity
Compensation Plans of the Proxy Statement.

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Item 13. Certain Relationships and Related Transactions

The information required by this item is incorporated herein by reference
to the section captioned Proposal I  Election of Directors of the Proxy
Statement.




PART IV




Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

|    |    |                                                                                                                                                   |                                                                                                  | 
|--- | -- | ------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | 
|(a) | 1. | Independent Auditors Report (incorporated by reference to the Annual Report)                                                                    
|   
|   
|   
|   
|    |    | Consolidated Financial Statements (incorporated by reference to the Annual Report)                                                               
|   
|   
|   
|   
|    |    | (a)                                                                                                                                               | Consolidated Statements of Financial Condition, at June 30, 2003 and 2002                       
|   
|   
|   
|   
|    |    | (b)                                                                                                                                               | Consolidated Statements of Operations for the
Years Ended June 30, 2003, 2002 and 2001          
|   
|   
|   
|   
|    |    | (c)                                                                                                                                               | Consolidated Statements of Stockholders Equity
for the Years Ended June 30, 2003, 2002 and 2001
|   
|   
|   
|   
|    |    | (d)                                                                                                                                               | Consolidated Statements of Cash Flows for the
Years Ended June 30, 2003, 2002 and 2001          
|   
|   
|   
|   
|    |    | (e)                                                                                                                                               | Notes to Consolidated Financial Statements.                                                     
|   
|   
|   
|   
|    | 2. | All schedules have been omitted as the required information is either
inapplicable or included in the Notes to Consolidated Financial Statements.
|   
|   
|   
|   
|    | 3. | Exhibits and Index to Exhibits                                                                                                                   
|   
|   
|   
|   
|    |    | The following exhibits are either attached to or incorporated by reference
in this Annual Report on Form 10-K.                                   

|     |  |                                                                                                                             |  |    
|---- |  | --------------------------------------------------------------------------------------------------------------------------- |  | ---
|No.  |  | Description                                                                                                                 |  |    
|    
|3.1  |  | Certificate of Incorporation, as amended                                                                                    |  | ***
|    
|3.2  |  | Code of Regulations                                                                                                         |  | *  
|    
|3.3  |  | Bylaws                                                                                                                      |  |    
|    
|4    |  | Specimen Stock Certificate                                                                                                  |  | *  
|    
|10.1 |  | Park View Federal Savings Bank Conversion Stock Option Plan                                                                |  | *  
|    
|10.2 |  | PVF Capital Corp. 1996 Incentive Stock Option Plan                                                                         |  | *  
|    
|10.3 |  | Form of Severance Agreement between PVF Capital Corporation and
each of John R. Male, C. Keith Swaney and Jeffrey N. Male  |  | ***
|    
|10.4 |  | Park View Federal Savings Bank Supplemental Executive
Retirement Plan                                                      |  | ** 
|    
|10.5 |  | PVF Capital Corp. 2000 Incentive Stock Option Plan and Deferred Compensation
Plan                                          |  |    
|    
|13   |  | PVF Capital Corp. Annual Report to Stockholders for the year ended June 30, 2003                                            |  |    
|    
|21   |  | Subsidiaries of the Registrant                                                                                              |  |    
|    
|23.1 |  | Consent of KPMG LLP                                                                                                         |  |    
|    
|23.2 |  | Consent of Crowe Chizek and Company, LLP                                                                                    |  |    
|    
|31   |  | Rule 13a-14(a) Certifications                                                                                               |  |    
|    
|32   |  | Section 1350 Certification                                                                                                  |  |    



---

|* |  | Incorporated by reference to the Registrants Annual Report on Form 10-K
for the year ended June 30, 1996 (Commission File No. 0-24948).
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------

34



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##### Table of Contents



|**  |  | Incorporated by reference to the Registrants Annual Report on Form 10-K
for the year ended June 30, 1998 (Commission File No. 0-24948).                                                                                                                                
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|*** |  | Incorporated by reference to the Registrants Annual Report on Form 10-K
for the year ended June 30, 2002 (Commission File No. 0-24948).                                                                                                                                
|   
|   |  | Management contract or compensory plan or arrangement.                                                                                                                                                                                                                  
|   
|(b) |  | The Company filed a Current Report on Form 8-K on April 17, 2003
reporting under Items 7 and 12 and furnishing its press release dated
April 16, 2003 in which it announced its unaudited financial results for
the quarter and nine-month periods ended March 31, 2003.
|   
|(c) |  | All required exhibits are filed as attached.                                                                                                                                                                                                                            
|   
|(d) |  | No financial statement schedules are required.                                                                                                                                                                                                                          

35



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|                   |  |                   |  |                                                                                                           
|------------------ |  | ----------------- |  | ----------------------------------------------------------------------------------------------------------
|                   |  | PVF CAPITAL CORP.
|                  
|                  
|September 23, 2003 |  | By:               |  | /s/ John R. Male     John R. Male
     Chairman of the Board of Directors
     and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

|                                                                                                                                 |  |                   
|-------------------------------------------------------------------------------------------------------------------------------- |  | ------------------
|/s/ John R. MaleJohn R. Male
Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)        |  | September 23, 2003
|                                                                                                                                
|/s/ C. Keith SwaneyC. Keith Swaney
President, Chief Operating Officer and
Treasurer
(Principal Financial and Accounting Officer) |  | September 23, 2003
|                                                                                                                                
|/s/ Robert K. HealeyRobert K. Healey
Director                                                                                    |  | September 23, 2003
|                                                                                                                                
|/s/ Stanley T. JarosStanley T. Jaros
Director                                                                                    |  | September 23, 2003
|                                                                                                                                
|/s/ Stuart D. NeidusStuart D. Neidus
Director                                                                                    |  | September 23, 2003
|                                                                                                                                
|/s/ Gerald A. FallonGerald A. Fallon
Director                                                                                    |  | September 23, 2003
|                                                                                                                                
|/s/ Raymond J. NegrelliRaymond J. Negrelli
Director                                                                              |  | September 23, 2003
|                                                                                                                                
|/s/ Ronald D. Holman, IIRonald D. Holman, II
Director                                                                            |  | September 23, 2003

36