MARKET FINANCIAL CORP, S-1/A, 1997-01-22

MARKET FINANCIAL CORP
S-1/A, 1997-01-22
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED

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<PAGE>

As filed with the Securities and Exchange Commission on January 22, 1997
Registration No. 333-10347

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

MARKET FINANCIAL CORPORATION
---------------------------------------------------------
(Exact name of registrant as specified in its charter)

Ohio 6036 31-0462464
- ------------------------------- --------------------------- ---------------
(State or other jurisdiction (Primary Standard Industrial (I.R.S. employer
of incorporation or organization) Classification Code Number) identification
number)

7522 HAMILTON AVENUE
MT. HEALTHY, OHIO 45231
(513) 521-9772
-------------------------------------------------------------
(Address, including Zip Code, and telephone number, including
area code, of registrant's principal executive offices)

JOHN T. LARIMER
MARKET FINANCIAL CORPORATION
7522 HAMILTON AVENUE
MT. HEALTHY, OHIO 45231
(513) 521-9772
---------------------------------------------------------
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)

With copies to:
Cynthia A. Shafer
Kathleen M. Molinsky
Vorys, Sater, Seymour and Pease
Atrium Two, 221 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-4000

Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the Registration Statement becomes
effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box: [X]

CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------

Title of each Proposed Proposed
class of maximum maximum
securities offering aggregate Amount of
to be Amount to be price offering registration
registered registered per share price (1) fee
- --------------------------------------------------------------------------------
Common shares,
without par
value 1,335,725 $10.00 $13,357,250 $4,606
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the registration fee.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE>
CROSS REFERENCE SHEET
Showing the location in the Prospectus of the Items of Form S-1

Form S-1 Item and Caption Prospectus Heading
- ------------------------- ------------------

1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus. . . . Cover Page

2. Inside Front and Outside Back
Cover Pages of Prospectus . . . . . . . . . . Cover Page, Back Cover Page

3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges. . . . . . . . . PROSPECTUS SUMMARY; RISK
FACTORS

4. Use of Proceeds. . . . . . . . . . . . . . . . USE OF PROCEEDS

5. Determination of Offering Price. . . . . . . . Cover Page; THE CONVERSION -
Price and Number of Common
Shares to be Sold

6. Dilution . . . . . . . . . . . . . . . . . . . Not Applicable

7. Selling Security Holders . . . . . . . . . . . Not Applicable

8. Plan of Distribution . . . . . . . . . . . . . Cover Page; THE CONVERSION
- General;
- Subscription Offering;
- Community Offering;
- Marketing Plan
9. Description of Securities to be
Registered. . . . . . . . . . . . . . . . . . DESCRIPTION OF AUTHORIZED
SHARES

10. Interest of Names Experts and Counsel. . . . . Not Applicable

11. Information with Respect to the Registrant

(a) Description of Business . . . . . . . . . THE BUSINESS OF THE
ASSOCIATION
(b) Description of Property . . . . . . . . . THE BUSINESS OF THE
ASSOCIATION - Properties
(c) Legal Proceedings . . . . . . . . . . . . THE BUSINESS OF THE
ASSOCIATION - Legal
Proceedings

(d) Market Price and Dividends. . . . . . . . Cover Page; MARKET FOR
COMMON SHARES; DIVIDEND
POLICY

(e) Financial Statements. . . . . . . . . . . FINANCIAL STATEMENTS

(f) Selected Financial Data . . . . . . . . . SELECTED FINANCIAL
INFORMATION AND OTHER DATA

(g) Supplementary Financial Information . . . Not Applicable

(h) Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF
OPERATIONS

(i) Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure . . . . . . . . . . Not Applicable

(j) Directors and Executive Officers. . . . . MANAGEMENT

(k) Executive Compensation. . . . . . . . . . MANAGEMENT - Compensation;
and - Stock Benefit Plans

(l) Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . THE CONVERSION - Shares to
be Purchased by Management
Pursuant to Subscription
Rights
<PAGE>

(m) Certain Relationships and Related
Transactions . . . . . . . . . . . . . . MANAGEMENT - Certain
Transactions with the
Association

12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . . . . . . . . Not Applicable

<PAGE>

PROSPECTUS

MARKET FINANCIAL CORPORATION
(PROPOSED HOLDING COMPANY FOR THE MARKET BUILDING AND SAVING COMPANY)
MT. HEALTHY, OHIO

UP TO 1,161,500 COMMON SHARES, $10 PURCHASE PRICE PER SHARE

Market Financial Corporation, an Ohio corporation ("MFC"), is hereby
offering for sale up to 1,161,500 common shares, without par value (the "Common
Shares"), in connection with its acquisition of all of the capital stock to be
issued by The Market Building and Saving Company, an Ohio mutual savings and
loan association located in Mt. Healthy, Ohio (the "Association"), upon the
conversion of the Association from a mutual savings and loan association to a
permanent capital stock savings and loan association incorporated under Ohio law
(the "Conversion"). The consummation of the Conversion and the sale of the
Common Shares are subject to the approval of the Association's Plan of
Conversion (the "Plan") and the adoption of the Amended Articles of
Incorporation and the Amended Constitution by the members of the Association at
a Special Meeting of Members of the Association to be held at ____ Eastern Time,
on __________, 1997 at _____________________________, Ohio _______ (the "Special
Meeting").

Based on an independent appraisal of the pro forma market value of the
Association, as converted, as of August 2, 1996, the aggregate purchase price
of the Common Shares offered in connection with the Conversion ranges from a
minimum of $8,585,000 to a maximum of $11,615,000 (the "Valuation Range"),
resulting in a range of 858,500 to 1,161,500 Common Shares at $10 per share.
See "THE CONVERSION - Pricing and Number of Common Shares to be Sold."
Applicable regulations permit MFC to offer additional Common Shares in an amount
not to exceed 15% above the maximum of the Valuation Range, which would permit
the issuance of up to 1,335,725 Common Shares with an aggregate purchase price
of $13,357,250. The actual number of Common Shares to be sold in connection
with the Conversion will be determined in the sole discretion of the Boards of
Directors of MFC and the Association and will be based upon the final valuation
of the Association, as determined by the independent appraiser upon the
completion of this offering.
(CONTINUED ON NEXT PAGE)

AN INVESTMENT IN THE COMMON SHARES OFFERED HEREBY INVOLVES CERTAIN RISKS.
FOR A DISCUSSION OF SUCH RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE PURCHASERS, SEE "RISK FACTORS" BEGINNING ON PAGE 8 OF THIS
PROSPECTUS.

THE COMMON SHARES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), THE OFFICE OF THRIFT
SUPERVISION (THE "OTS"), THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE "FDIC"),
THE DIVISION OF FINANCIAL INSTITUTIONS OF THE DEPARTMENT OF COMMERCE OF THE
STATE OF OHIO (THE "DIVISION"), OR THE SECURITIES COMMISSION OF ANY STATE, NOR
HAS THE SEC, THE OTS, THE FDIC, THE DIVISION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

THE COMMON SHARES BEING OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR SAVINGS
DEPOSITS AND ARE NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.

FOR INFORMATION ON HOW TO SUBSCRIBE, PLEASE CALL THE CONVERSION INFORMATION
CENTER AT (513) ____-_______.

- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
Subscription Estimated Expenses and Estimated Net
Price Underwriting Commissions (1) Proceeds (2)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per share Minimum $10.00 $0.49 $9.51
Per share Mid-point $10.00 $0.43 $9.57
Per share Maximum $10.00 $0.39 $9.61
Per share Maximum, as adjusted (3) $10.00 $0.35 $9.65
Total Minimum $8,585,000 $417,000 $8,168,000
Total Mid-point $10,100,000 $435,000 $9,665,000
Total Maximum $11,615,000 $453,000 $11,162,000
Total Maximum, as adjusted (3) $13,357,250 $473,000 $12,884,250
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------

</TABLE>

(1) Expenses of the Conversion payable by the Association and MFC include
legal, accounting, appraisal, printing, mailing and miscellaneous expenses.
Such expenses also include sales commissions, estimated to be between
$107,000 and $163,000, and reimbursable expenses, not to exceed $25,000,
payable to Charles Webb & Company, a division of Keefe, Bruyette &. Woods,
Inc. ("Webb"). Such sales commissions may be deemed to be underwriting
fees. See "THE CONVERSION - Marketing Plan." Actual expenses may vary
from the estimates. Webb will solicit subscriptions for the Common Shares
on a "best efforts" basis and has no obligation to purchase any of the
Common Shares.

(2) Includes the amount paid by the Market Financial Corporation Employee Stock
Ownership Plan (the "ESOP") in the form of a note payable to MFC in payment
for the Common Shares purchased by the ESOP. See "PRO FORMA DATA" and
"MANAGEMENT - Stock Benefit Plans -- Employee Stock Ownership Plan."

(3) Gives effect to the increase in the number of Common Shares sold in
connection with the Conversion of up to 15% above the maximum of the
Valuation Range. Such shares may be offered without the resolicitation of
persons who subscribe for Common Shares in the Subscription Offering and
the Community Offering (both of which are defined hereinafter). See "THE
CONVERSION - Pricing and Number of Common Shares to be Sold."

The date of this Prospectus is __________, 1997.

CHARLES WEBB & COMPANY

A Division of Keefe, Bruyette & Woods, Inc.

<PAGE>

In accordance with the Plan, nontransferable subscription rights to
purchase Common Shares at a price of $10 per share are offered hereby in a
subscription offering (the "Subscription Offering"), subject to the rights and
restrictions established by the Plan, to (a) each account holder who, at the
close of business on December 31, 1994 (the "Eligibility Record Date"), had
deposit accounts with deposit balances, in the aggregate, of $50 or more (a
"Qualifying Deposit") with the Association (the "Eligible Account Holders"),
(b) the ESOP, (c) each account holder who, at the close of business on September
30, 1996 (the "Supplemental Eligibility Record Date"), had a Qualifying Deposit
with the Association (the "Supplemental Eligible Account Holders"), and
(d) members of the Association having a deposit account of record on
______________, 1997 ("Other Eligible Members"). ALL SUBSCRIPTION RIGHTS TO
PURCHASE COMMON SHARES IN THE SUBSCRIPTION OFFERING ARE NONTRANSFERABLE AND WILL
EXPIRE AT 4:30 P.M., EASTERN TIME, ON ________, 1997 (THE "SUBSCRIPTION
EXPIRATION DATE"), UNLESS EXTENDED BY THE ASSOCIATION AND MFC FOR UP TO 45 DAYS
TO __________, 1997. Persons found to be transferring subscription rights will
be subject to forfeiture of such rights and possible further penalties imposed
by the OTS. See "THE CONVERSION - Subscription Offering."

To the extent that all of the Common Shares are not subscribed for in the
Subscription Offering, the remaining Common Shares are hereby being concurrently
offered to the general public in a direct community offering in which preference
will be given to natural persons residing in Hamilton County, Ohio (the
"Community Offering"). See "THE CONVERSION - Community Offering." The Board of
Directors of MFC may terminate the Community Offering at any time after
subscriptions or orders for at least 858,500 Common Shares have been received
and in no event will the Community Offering extend beyond 45 days after the
Subscription Expiration Date or __________, 1997, unless extended by the
Association and MFC with the approval of the OTS and the Division, if necessary.
In accordance with the Plan, the Subscription Offering and the Community
Offering (collectively, the "Offering") may not be extended beyond ____________,
199__. See "THE CONVERSION - Subscription Offering; - Community Offering; and -
Marketing Plan."

The Plan and federal regulations limit the number of Common Shares which
may be purchased by various categories of persons, including the limitation that
no person may purchase fewer than 25 shares, nor more than 2% of the Common
Shares sold in connection with the Conversion (26,715 Common Shares at the
maximum of the Valuation Range, as adjusted). Such limitation does not apply to
the ESOP. In addition, no person together with such person's Associates
(hereinafter defined) and persons Acting in Concert (hereinafter defined) with
such person, may purchase more than 4% of the Common Shares sold in connection
with the Conversion (53,429 Common Shares at the maximum of the Valuation Range,
as adjusted) in the Subscription Offering, or 2% in the Community Offering.
Subject to applicable OTS regulations, the limitations set forth in the Plan may
be changed at any time in the sole discretion of the Board of Directors of MFC
and the Association. See "THE CONVERSION - Limitations on Purchases of Common
Shares."

Common Shares may be subscribed for or ordered in the Offering only by
returning the accompanying order form (the "Order Form"), along with full
payment of the purchase price per share for all Common Shares for which a
subscription is made or an order is submitted, so that it is received by the
Association no later than 4:30 p.m., Eastern Time, on __________, 1997. See
"THE CONVERSION - Use of Order Forms." Payment may be made in cash, if
delivered in person, or by check or money order and will be held at the
Association in a segregated account insured by the FDIC up to the applicable
limits and earning interest at the Association's then current passbook savings
account rate from the date of receipt until the completion of the Conversion.
Payment may also be made by authorized withdrawal from an existing deposit
account at the Association, the amount of which will continue to earn interest
until completion of the Conversion at the rate normally in effect from time to
time for such accounts. See "THE CONVERSION - Payment for Common Shares."

AN EXECUTED ORDER FORM, ONCE RECEIVED BY MFC, MAY NOT BE MODIFIED, AMENDED
OR RESCINDED WITHOUT THE CONSENT OF MFC, UNLESS (I) THE COMMUNITY OFFERING IS
NOT COMPLETED WITHIN 45 DAYS AFTER THE SUBSCRIPTION EXPIRATION DATE, OR (II) THE
FINAL VALUATION OF THE ASSOCIATION, AS CONVERTED, IS LESS THAN $8,585,000 OR
MORE THAN $13,357,250. IF EITHER OF THOSE EVENTS OCCUR, PERSONS WHO HAVE
SUBSCRIBED FOR COMMON SHARES IN THE OFFERING WILL RECEIVE WRITTEN NOTICE THAT,
UNTIL A DATE SPECIFIED IN THE NOTICE, THEY HAVE A RIGHT TO AFFIRM, INCREASE,
DECREASE OR RESCIND THEIR SUBSCRIPTIONS. ANY PERSON WHO DOES NOT AFFIRMATIVELY
ELECT TO CONTINUE HIS SUBSCRIPTION OR ELECTS TO RESCIND HIS SUBSCRIPTION DURING
ANY SUCH EXTENSION WILL HAVE ALL OF HIS FUNDS PROMPTLY REFUNDED WITH INTEREST.
ANY PERSON WHO ELECTS TO DECREASE HIS SUBSCRIPTION DURING ANY SUCH EXTENSION
WILL HAVE THE APPROPRIATE PORTION OF HIS FUNDS PROMPTLY REFUNDED WITH INTEREST.
IN ADDITION, IF THE MAXIMUM PURCHASE LIMITATION IS INCREASED TO MORE THAN 2% OF
THE COMMON SHARES SOLD IN THE CONVERSION, PERSONS WHO HAVE SUBSCRIBED FOR 2% OF
THE COMMON SHARES WILL BE GIVEN THE OPPORTUNITY TO INCREASE THEIR SUBSCRIPTIONS.

THE CONVERSION OF THE ASSOCIATION FROM A MUTUAL SAVINGS AND LOAN
ASSOCIATION TO A PERMANENT CAPITAL STOCK SAVINGS AND LOAN ASSOCIATION IS
CONTINGENT UPON (I) THE APPROVAL OF THE PLAN AND THE ADOPTION OF THE AMENDED
ARTICLES OF INCORPORATION AND THE AMENDED CONSTITUTION BY THE ASSOCIATION'S
VOTING MEMBERS, (II) THE SALE OF THE REQUISITE NUMBER OF COMMON SHARES AND (III)
CERTAIN OTHER FACTORS. SEE "THE CONVERSION."

-ii-

<PAGE>

THE MARKET BUILDING AND SAVING COMPANY
Established in 1883

Headquarters:

7522 Hamilton Avenue
Mt. Healthy, Ohio 45231
(513) 521-9772

[Map of the states of Ohio, Indiana and Kentucky with the capital cities noted
and indicating the City of Cincinnati and the location of the main office and
branch office of the Association. Above the tri-state map is an enlargement of
Hamilton County showing the location of the City of Cincinnati and the
Association's main office and branch office within Hamilton County.]

-iii-

<PAGE>

PROSPECTUS SUMMARY

THE FOLLOWING INFORMATION IS NOT COMPLETE AND IS QUALIFIED IN ITS ENTIRETY
BY THE DETAILED INFORMATION AND THE FINANCIAL STATEMENTS AND ACCOMPANYING NOTES
APPEARING ELSEWHERE IN THIS PROSPECTUS.

MARKET FINANCIAL CORPORATION

MFC was incorporated under Ohio law in April 1996 at the direction of the
Association for the purpose of purchasing all of the capital stock of the
Association to be issued in connection with the Conversion. MFC has not
conducted and will not conduct any business before the completion of the
Conversion, other than business related to the Conversion. Upon the
consummation of the Conversion, MFC will be a unitary savings and loan holding
company, the principal assets of which initially will consist of the capital
stock of the Association, a promissory note from the ESOP and the investments
made with the net proceeds retained from the sale of Common Shares in connection
with the Conversion. See "USE OF PROCEEDS."

The executive office of MFC is located at 7522 Hamilton Avenue, Mt.
Healthy, Ohio 45231, and its telephone number is (513) 521-9772.

THE MARKET BUILDING AND SAVING COMPANY

The Association is a mutual savings and loan association organized under
Ohio law in 1883 under the name "The Court Street Market Building and Saving
Company." In 1926, the Association adopted its current name. In 1960, the
Hilltop Savings and Loan Company of Mt. Healthy, Ohio, was merged into the
Association. The Cleves-North Bend Building and Loan Company ("Cleves-North
Bend") of North Bend, Ohio, was merged into the Association in 1994.

As an Ohio savings and loan association, the Association is subject to
supervision and regulation by the OTS and the Division. The Association is a
member of the Federal Home Loan Bank (the "FHLB") of Cincinnati, and the deposit
accounts of the Association are insured up to applicable limits by the Savings
Association Insurance Fund (the "SAIF") administered by the FDIC. See
"REGULATION."

The Association conducts business from its main office located at 7522
Hamilton Avenue, Mt. Healthy, Ohio, and its full-service branch office at 125
Miami Avenue, North Bend, Ohio. As a community-oriented institution, the
Association focuses on providing a high level of customer service to the
families and businesses located in the Mt. Healthy and North Bend communities.
The Association's strategy is to continue its historic commitment to one- to
four-family mortgage lending while maintaining strong asset quality and a high
level of capital.

The principal business of the Association is the origination of permanent
mortgage loans secured by first mortgages on one- to four-family residential
real estate located in Hamilton County, Ohio, the Association's primary market
area. The Association also originates a limited number of loans for the
construction of one- to four-family residences and permanent mortgage loans
secured by multifamily real estate (over four units) and nonresidential real
estate in its market area. See "THE BUSINESS OF THE ASSOCIATION - Lending
Activities." In addition to real estate lending, the Association originates a
limited number of loans secured by deposits at the Association. For liquidity
and interest rate risk management purposes, the Association invests in interest-
bearing deposits in other financial institutions, U.S. Government and agency
obligations and mortgage-backed securities. See "THE BUSINESS OF THE
ASSOCIATION - Investment Activities." Funds for lending and other investment
activities are obtained primarily from savings deposits, which are insured up to
applicable limits by the FDIC, and principal repayments on loans. See "THE
BUSINESS OF THE ASSOCIATION - Deposits and Borrowings."

THE CONVERSION

GENERAL. The Boards of Directors of MFC and the Association have
unanimously approved the Plan. The Plan provides for the conversion of the
Association from a mutual savings and loan association to a permanent capital
stock savings and loan association incorporated under the laws of the State of
Ohio. The OTS and the Division have approved the Plan, subject to the approval
of the Plan by the Association's voting members at the Special Meeting, and to
the satisfaction of certain other conditions. See "THE CONVERSION - Conditions
and Termination."

THE SUBSCRIPTION OFFERING AND THE COMMUNITY OFFERING. Pursuant to the
Plan, subscription rights to purchase Common Shares at a price of $10 per share
are hereby offered to (a) each Eligible Account Holder, (b) the ESOP, (c) each
Supplemental Eligible Account Holder and (d) Other Eligible Members. See "THE
CONVERSION - Subscription Offering."

-1-

<PAGE>

Concurrently with the Subscription Offering, MFC is hereby offering Common
Shares in the Community Offering, subject to certain limitations and to the
extent such shares remain available after the satisfaction of all subscriptions
received in the Subscription Offering. Preference will be given in the
Community Offering to natural persons residing in Hamilton County, Ohio. The
Boards of Directors of MFC and the Association have the right to reject, in
whole or in part, any order for Common Shares submitted in the Community
Offering. See "THE CONVERSION - Community Offering."

The Offering will terminate at, and subscription rights will expire if not
exercised by, 4:30 p.m., Eastern Time, on the Subscription Expiration Date. If
necessary, the Community Offering may be extended by MFC and the Association to
45 days after the Subscription Expiration Date or _________, 1997. Any
extension of the Community Offering beyond ________, 1997, would require the
consent of the OTS and the Division. If the Community Offering extends beyond
_________, persons who have subscribed for or ordered Common Shares in the
Offering will receive a notice that they have the right to affirm, increase,
decrease or rescind their subscriptions or orders for Common Shares. Persons
who do not affirmatively elect to continue their subscriptions or who elect to
rescind their subscriptions during any such extension will have all of their
funds promptly refunded with interest. Persons who elect to decrease their
subscriptions will have the appropriate portion of their funds promptly refunded
with interest. See "THE CONVERSION - Pricing and Number of Common Shares to be
Sold." The sale of Common Shares pursuant to subscriptions and orders received
in the Offering will be subject to the approval of the Plan by the voting
members of the Association at the Special Meeting, to the determination by the
Board of Directors of MFC and the Association of the total number of Common
Shares to be sold and to the satisfaction or waiver of certain other conditions.
See "THE CONVERSION - Subscription Offering; - Community Offering; and - Pricing
and Number of Common Shares to be Sold."

PURCHASE LIMITATIONS. The Plan authorizes the Boards of Directors of MFC
and the Association to establish limits on the amount of Common Shares which may
be purchased by various categories of persons. The Plan also permits the Boards
of Directors of MFC and the Association, subject to any required regulatory
approval and the requirements of applicable laws and regulations, to increase or
decrease such purchase limitations, in their sole discretion. Pursuant to such
authority, the Boards of Directors have established the preliminary limitation
that, generally, an Eligible Account Holder or Supplemental Eligible Account
Holder may purchase in the Subscription Offering a number of Common Shares equal
to the greater of (i) 2% of the total number of Common Shares to be sold in
connection with the Conversion (26,715 shares at the maximum of the Valuation
Range, as adjusted), or (ii) 15 times the product (rounded down to the next
whole number) obtained by multiplying the total number of Common Shares to be
sold in connection with the Conversion by a fraction, the numerator of which is
the amount of such Eligible Account Holder's or Supplemental Eligible Account
Holder's Qualifying Deposit and the denominator of which is the total amount of
Qualifying Deposits of all Eligible Account Holders or Supplemental Eligible
Account Holders, as the case may be. Other Eligible Members in the Subscription
Offering may purchase a number of Common Shares equal to up to 2% of the total
number of Common Shares sold in connection with the Conversion.

No person in the Subscription Offering, however, together with his or her
Associates and other persons Acting in Concert with him or her, may purchase
more than 4% of the Common Shares sold in connection with the Conversion (53,429
shares at the maximum of the Valuation Range, as adjusted). Such limitations do
not apply to the ESOP, which intends to purchase up to 8% of the Common Shares
sold in the Offering. The ESOP may purchase Common Shares if shares remain
available after satisfying the subscriptions of Eligible Account Holders up to
$11,615,000, the maximum of the Valuation Range. If the ESOP is unable to
purchase all or part of the Common Shares for which it subscribes, the ESOP may
purchase Common Shares on the open market or may purchase authorized but
unissued Common Shares from MFC. If the ESOP purchases authorized but unissued
Common Shares from MFC, such purchases could have a dilutive effect on the
interests of MFC's shareholders. See "RISK FACTORS - Dilutive Effect of
Purchases by the ESOP and the RRP."

Each person in the Community Offering, together with such person's
Associates and other persons Acting in Concert with him or her, may purchase 2%
of the Common Shares to be sold in connection with the Conversion (26,715 shares
at the maximum of the Valuation Range, as adjusted). Subject to applicable
regulations, the purchase limitation may be increased or decreased after the
commencement of the Offering in the sole discretion of the Boards of Directors
of MFC and the Association. See "THE CONVERSION - Limitations on Purchases of
Common Shares" and "RESTRICTIONS ON ACQUISITION OF MFC AND THE ASSOCIATION AND
RELATED ANTI-TAKEOVER PROVISIONS."

NON-TRANSFERABILITY OF SUBSCRIPTION RIGHTS. OTS and Ohio regulations
provide that subscription rights are non-transferable. OTS regulations
specifically prohibit any person from transferring or entering into any
agreement or understanding before the completion of the Conversion to transfer
the ownership of the subscription rights issued in the Conversion or the shares
to be issued upon the exercise of such subscription rights. Persons attempting
to violate such provision may lose their rights to purchase Common Shares in the
Conversion and may be subject to penalties imposed by the OTS. Each person

-2-

<PAGE>

exercising subscription rights will be required to certify that his or her
purchase of Common Shares is solely for the subscriber's own account and that
there is no agreement or understanding regarding the sale or transfer of such
Common Shares.

PARTICIPATION OF WEBB IN THE OFFERING. The Association and MFC have
retained Webb as a consultant and advisor in connection with the Offering. Webb
will also assist in soliciting subscriptions in the Subscription Offering and
the Community Offering. Such solicitations will be made on a "best efforts"
basis. Webb is not obligated to purchase any of the Common Shares. See "THE
CONVERSION - Marketing Plan."

PRICING OF THE COMMON SHARES. Keller & Company, Inc. ("Keller"), a
Columbus, Ohio, firm experienced in valuing thrift institutions, has prepared an
independent valuation of the estimated pro forma market value of the
Association, as converted. Keller was selected by the Board of Directors
because Keller has extensive experience in the valuation of thrift institutions,
particularly in the mutual-to-stock conversion context. Keller is certified by
the OTS as a mutual-to-stock conversion appraiser. The Association and Keller
have no relationship which would affect Keller's independence.

Keller's valuation of the estimated pro forma market value of the
Association, as converted, is $10,100,000 as of August 2, 1996 (the "Pro
Forma Value"). Based on the Pro Forma Value of the Association, the Valuation
Range established in accordance with the Plan is $8,585,000 to $13,357,250. MFC
will issue the Common Shares at a fixed price of $10 per share and, by dividing
the price per share into the aggregate pro forma value at the close of the
Offering, will determine the number of Common Shares to be issued.

In the event that Keller determines at the close of the Offering that the
aggregate pro forma value of the Association is higher or lower than the Pro
Forma Value, but is nevertheless equal to or greater than $8,585,000 or equal to
or less than $13,357,250, MFC will make an appropriate adjustment by raising or
lowering the total number of Common Shares to be sold in the Conversion
consistent with the final valuation. The total number of Common Shares to be
sold in the Conversion will be determined in the discretion of the Board of
Directors consistent with the final valuation. If, due to changing market
conditions, the final valuation is less than $8,585,000 or more than
$13,357,250, subscribers will be given notice of such final valuation and the
right to affirm, increase, decrease or rescind their subscriptions.

USE OF PROCEEDS. MFC will retain 50% of the net proceeds from the sale of
the Common Shares, or approximately $4.8 million at the mid-point of the
Valuation Range, including the value of a promissory note from the ESOP which
MFC intends to accept in exchange for the issuance of Common Shares to the ESOP.
Such proceeds will be used by MFC to fund the Market Financial Corporation
Recognition and Retention Plan (the "RRP") which is expected to purchase on the
open market a number of shares of MFC equal to up to 4% of the Common Shares
sold in connection with the Conversion and for general corporate purposes,
including payment of dividends, purchases of Common Shares and acquisitions of
other financial institutions.

TAX CONSEQUENCES

The consummation of the Conversion is expressly conditioned upon the
receipt by MFC and the Association of a private letter ruling from the Internal
Revenue Service (the "IRS") or an opinion of counsel to the effect that, for
federal income tax purposes, the Conversion will constitute a tax-free
reorganization as defined in Section 368(a) of the Internal Revenue Code of
1986, as amended (the "Code"). MFC and the Association intend to proceed with
the Conversion based upon an opinion received from Vorys, Sater, Seymour and
Pease that states, in part, that (1) no gain or loss will be recognized by the
Association in connection with the Conversion or the receipt from MFC of
proceeds from the sale of the Common Shares, (2) assuming that the subscription
rights received by deposit account holders in connection with the Conversion
have no ascertainable fair market value, no gain or loss will be recognized to
the deposit account holders of the Association upon issuance to them of
subscription rights or interests in the Liquidation Account (hereinafter
defined) and (3) no taxable income will be realized by deposit account holders
as a result of their exercise of such subscription rights. Although the IRS
could challenge the assumption that the subscription rights have no
ascertainable fair market value, MFC and the Association have received an
opinion from Keller supporting such assumption. See "THE CONVERSION - Principal
Effects of the Conversion -- Tax Consequences."

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<PAGE>

MARKET FOR COMMON SHARES

There is presently no market for the Common Shares. No assurance can be
given that an active or liquid market for the Common Shares will develop after
the completion of the Conversion or, if such a market does develop, that it will
continue. Investors should consider, therefore, the potentially illiquid and
long-term nature of an investment in the Common Shares. See "RISK FACTORS -
Absence of Market of Common Shares."

MFC has received conditional approval from The Nasdaq Small Cap Market
("Nasdaq Small Cap") to have the Common Shares quoted on Nasdaq Small Cap under
the symbol "MRKF" upon the completion of the Conversion, subject to certain
conditions which the Association and MFC believe will be satisfied, although no
assurance can be provided that the conditions will be met. One of the
conditions to the Nasdaq Small Cap listing is the commitment of at least two
brokerage firms to make a market in the Common Shares. Keefe, Bruyette & Woods,
Inc. ("KBW"), intends to make a market in the Common Shares but has no
obligation to do so. Webb does not intend to make a market in the Common
Shares.

The aggregate offering price for the Common Shares is based upon an
independent appraisal of the Association. The appraisal does not represent
Keller's opinion as to the price at which the Common Shares may trade and is not
a recommendation as to the advisability of purchasing Common Shares. No
assurance can be given that the Common Shares may later be resold at the price
at which they are purchased in connection with the Conversion. See "THE
CONVERSION - Pricing and Number of Common Shares to be Sold."

DIVIDEND POLICY

The declaration and payment of dividends or other capital distributions by
MFC will be subject to the discretion of the Board of Directors of MFC, to the
earnings and financial condition of MFC and the Association and to general
economic conditions. If the Board of Directors of MFC determines in the
exercise of its discretion that the net income, capital and financial condition
of MFC and the general economy justify the declaration and payment of dividends
by MFC, dividends may be paid on the Common Shares. No assurance can be given,
however, that dividends will be paid or, if paid, will continue in the future.
See "DIVIDEND POLICY" and "REGULATION - Office of Thrift Supervision --
Limitations on Capital Distributions."

BENEFITS OF THE CONVERSION TO DIRECTORS, OFFICERS AND EMPLOYEES OF MFC AND THE
ASSOCIATION

GENERAL. Among the factors considered by the Board of Directors of the
Association in making the decision to pursue the Conversion is the ability of
MFC and the Association to utilize various types of stock benefit plans to
attract and retain qualified directors and employees. See "THE CONVERSION -
Reasons for the Conversion." Such benefit plans include the ESOP, the RRP and
the Market Financial Corporation 1997 Stock Option and Incentive Plan (the
"Stock Option Plan"). It is expected that the ESOP will purchase 8% of the
Common Shares sold in connection with the Conversion. The officers of the
Association who are employees will be eligible to receive allocations of shares
of MFC thereunder based upon the officers' compensation as a percentage of the
compensation of all employees, calculated at the end of each plan year end.
Assuming the sale of a number of Common Shares between 858,500 and 1,161,500 and
the purchase by the RRP of a number of shares equal to 4% of the Common Shares
issued in the Conversion at a purchase price of $10 per share, the shares
available for distribution under the RRP to directors and employees would have
an aggregate market value of between $343,400 and $464,600. Based on the sale
of a number of Common Shares between 858,500 and 1,161,500 and the purchase
price of $10 per share in the Conversion, the aggregate market value of shares
which could be issued under the Stock Option Plan to employees and directors is
between $858,500 and $1,161,500. The ultimate value of any stock option granted
at fair market value will depend on future appreciation in the fair market value
of the shares to which the option relates. No decisions have been made as to
anticipated awards under either the RRP or the Stock Option Plan.

EMPLOYEE STOCK OWNERSHIP PLAN. In connection with the Conversion, MFC will
establish the ESOP, which intends to use a loan from MFC to purchase 8% of the
Common Shares issued in the Conversion. The ESOP intends to repay the loan with
discretionary contributions made by the Association to the ESOP. As the loan is
repaid, the Common Shares held by the ESOP will be allocated to the accounts of
employees of the Association and MFC, including executive officers, at the
discretion of the Board of Directors of MFC. See "PRO FORMA DATA" for a
discussion of the impact of the ESOP on pro forma earnings per share. All full-
time employees of MFC and the Association who meet certain age and years of
service criteria will be eligible to participate in the ESOP. See "MANAGEMENT -
Stock Benefit Plans -- Employee Stock Ownership Plan."

STOCK OPTION PLAN. After the completion of the Conversion, MFC intends to
establish the Stock Option Plan. The Board of Directors of MFC anticipates that
a number of shares equal to 10% of the Common Shares sold in the Offering will
be

-4-

<PAGE>

reserved for issuance to directors, officers and employees of MFC and the
Association upon the exercise of options granted under the Stock Option Plan.
The Stock Option Plan will be administered by a committee comprised of three
directors of MFC (the "Stock Option Committee"). Persons eligible for awards
under the Stock Option Plan will consist of directors, officers and key
employees of MFC or the Association who hold positions with significant
responsibilities or whose performance or potential contribution, in the
judgment of the Stock Option Committee, will contribute to the future success of
MFC or the Association. The Stock Option Committee will consider the position,
duties and responsibilities of the directors, officers and key employees of MFC
and the Association, the value of their services to MFC and the Association and
any other factors the Stock Option Committee may deem relevant.

Under OTS regulations, no stock options may be awarded until after the
approval of the Stock Option Plan by the shareholders of MFC at an annual or a
special meeting of shareholders held not less than six months following the
completion of the Conversion. If the Stock Option Plan is approved by the MFC
shareholders at such meeting and implemented during the first year after the
completion of the Conversion, the following restrictions will apply: (i) the
number of shares which may be subject to options awarded under the Stock Option
Plan to directors who are not full-time employees of MFC may not exceed 5% per
person and 30% in the aggregate of the available awards; (ii) the number of
shares which may be subject to options awarded under the Stock Option Plan to
any individual who is a full-time employee of MFC or its subsidiaries may not
exceed 25% of the plan shares; (iii) stock options must be awarded with an
exercise price at least equal to the fair market value of common shares of MFC
at the time of the grant; and (iv) stock options will become exercisable at the
rate of one-fifth per year commencing no earlier than one year from the date the
Stock Option Plan is approved by the shareholders, subject to acceleration of
vesting only in the event of the death or disability of a participant. The
ultimate value of any option granted at fair market value will depend on future
appreciation in the fair market value of the shares to which the option relates.
No decision has been made as to anticipated awards under the Stock Option Plan.
See "MANAGEMENT - Stock Benefit Plans -- Stock Option Plan."

RECOGNITION AND RETENTION PLAN AND TRUST. MFC intends to establish the RRP
after the completion of the Conversion and anticipates that a number of shares
equal to 4% of the number of Common Shares sold in connection with the
Conversion will be purchased by, or issued to, the RRP. Shares held in the RRP
will be available for awards to directors, officers and employees of MFC and the
Association. The RRP will be administered by a committee comprised of three
directors of MFC (the "RRP Committee"). In selecting the directors, officers
and employees to whom awards will be granted and the number of shares covered by
such awards, the RRP Committee will consider the position, duties and
responsibilities of such persons, the value of their services to MFC and the
Association and any other factors the RRP Committee may deem relevant. No
determination has been made with respect to RRP awards.

Under OTS regulations, no RRP shares may be awarded until after the
approval of the RRP by the shareholders of MFC at an annual meeting or a special
meeting of shareholders to be held no less than six months after the completion
of the Conversion. If the RRP is approved by the MFC shareholders at such
meeting and implemented during the first year after the completion of the
Conversion, the following restrictions will apply: (i) the number of shares
that may be subject to awards under the RRP to directors who are not full-time
employees of MFC or its subsidiaries may not exceed 5% per person and 30% in the
aggregate of the available awards; (ii) the number of shares which may be
subject to RRP awards to any individual who is a full-time employee of MFC or
its subsidiaries may not exceed 25% of the plan shares; and (iii) RRP awards may
not be earned more quickly than one-fifth per year commencing on the date which
is one year from the date of grant of the award; provided, however, that in the
event of the death or the disability of the participant and RRP awards shall be
deemed earned and nonforfeitable on such date. Dividends paid by MFC on shares
awarded under the RRP but not yet earned will be held in the RRP Trust. When
the awarded shares are earned, the dividends accumulated with respect to such
shares will be distributed to the participant along with the shares. While held
in the RRP Trust, shares of MFC will be voted by the RRP Trustee. See
"MANAGEMENT - Stock Benefit Plans -- Recognition and Retention Plan and Trust."

EMPLOYMENT AGREEMENT. In connection with the Conversion, the Association
will enter into an employment agreement with John T. Larimer, the President and
Managing Officer of the Association. The employment contract will provide for a
term of three years, with an annual salary not less than Mr. Larimer's current
salary, which is $94,500. The employment agreement will also provide for
severance payments in the event the agreement is terminated prior to the
expiration of its term. See "MANAGEMENT - Employment Agreement."

INVESTMENT RISKS

An investment in the Common Shares involves certain risks. Special
attention should be given to the matters discussed under "RISK FACTORS - Low
Return on Equity May Affect Market Price of Common Shares; - Reduction in Return
on Equity due to Proceeds of Offering; - Interest Rate Risk and Historic
Earnings; - Legislation and Regulation Which May Adversely Affect the
Association's Earnings; - Experience and Restructuring of Management; - Dilutive
Effect of Purchases by the ESOP

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<PAGE>

and the RRP; - Absence of Market for Common Shares; - Controlling Influence of
Management and Anti-Takeover Provisions Which May Discourage Sales of Common
Shares for Premium Prices; - Possible Tax Liability Related to Subscription
Rights; and - Risk of Delayed Offering."

SELECTED FINANCIAL INFORMATION AND OTHER DATA

The following table sets forth certain information concerning the financial
condition, earnings and other data regarding the Association at the dates and
for the periods indicated. The financial information should be read in
conjunction with the financial statements and notes thereto included elsewhere
herein.

At September 30,
------------------------------------------------------------
SELECTED FINANCIAL CONDITION(1): 1996 1995 1994 1993 1992
------- ------- ------- ------- -------
(In thousands)
<S> <C> <C> <C> <C> <C>
Total amount of:
Assets $45,547 $45,734 $45,340 $46,942 $47,556
Cash and cash equivalents 4,082 4,013 6,380 18,289 15,126
Certificates of deposit in other
financial institutions 7,040 7,139 6,139 1,789 4,164
Investment securities - at cost 9,062 7,984 5,919 3,525 3,243
Investment securities designated
as available for sale - at market 712 504 - - -
Mortgage-backed securities - at cost 1,549 2,211 2,441 3,661 5,793
Loans receivable - net 21,996 23,018 23,658 18,945 18,616
Real estate acquired through
foreclosure - - - 79 -
Deposits 37,282 38,056 38,674 40,703 41,719
Unrealized gains on securities
designated as available for sale(2) 451 314 - - -
Retained earnings, net,
substantially restricted 7,514 7,153 6,372 5,960 5,550

Year ended September 30,
------------------------------------------------------------
SELECTED OPERATING DATA (1): 1996 1995 1994 1993 1992
------- ------- ------- ------- -------
(In thousands)

Interest income $3,261 $3,182 $2,908 $3,095 $3,500
Interest expense 1,758 1,622 1,478 1,706 2,318
------- ------- ------- ------- -------
Net interest income 1,503 1,560 1,430 1,389 1,182
Provision for losses on loans 13 - - 10 11
------- ------- ------- ------- -------
Net interest income after
provision for losses on loans 1,490 1,560 1,430 1,379 1,171
Other income 7 8 12 10 8
General, administrative and
other expenses 1,153 861 836 697 710
------- ------- ------- ------- -------
Earnings before income taxes 344 707 606 692 469
Federal income taxes 120 240 194 223 138
------- ------- ------- ------- -------
Net earnings $ 224 $ 467 $ 412 $ 469 $ 331
------- ------- ------- ------- -------
------- ------- ------- ------- -------
</TABLE>

___________________________

(1) The pre-1995 financial information presented above has been restated to
reflect the merger of Cleves-North Bend into the Association and provides
such information on a combined entity basis.

(2) The Association adopted Statement of Financial Accounting Standards
("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," on October 1, 1994. As of and subsequent to that date, the
Association carries at market value securities designated as available for
sale.

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<PAGE>

At or for the year ended September 30,
----------------------------------------------------------
SELECTED FINANCIAL RATIOS AND OTHER DATA: 1996 1995 1994 1993 1992
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Performance ratios:
Return on average assets(1)(2)(3) 0.49% 1.03% 0.89% 0.99% 0.70%
Return on average equity(2)(3)(4) 3.05 6.91 6.68 8.15 6.15
Interest rate spread(5) 2.66 2.93 2.98 2.58 1.98
Net interest margin(6) 3.36 3.55 3.29 3.03 2.57
Operating expenses to average assets(3) 2.53 1.89 1.81 1.48 1.51
Equity to assets(7) 16.50 15.64 14.05 12.70 11.67

Asset quality ratios:
Nonperforming assets to total assets 0.31 - - 0.58 0.57
Nonperforming loans to total loans 0.63 - - 1.02 1.46
Allowance for losses on loans to
total loans 0.24 0.17 0.16 0.21 0.18
Allowance for losses on loans to
nonperforming loans 37.41 N/M(8) N/M(8) 20.21 12.18
Net charge-offs to average loans - - - (0.02) (0.05)
Average interest-earning assets to
average interest-bearing liabilities 117.78 116.62 109.04 112.38 111.54

Other data:
Number of full service offices 2 2 1 1 1

</TABLE>

_________________________

(1) Net earnings divided by average assets.

(2) Based on arithmetic average of beginning and ending balances.

(3) Excluding the effect of the one-time SAIF recapitalization assessment, the
return on average assets, the return on average equity and the operating
expenses to average assets ratios would have been .85%, 5.21% and 1.99%,
respectively. See "RISK FACTORS - Legislation and Regulation Which May
Adversely Affect the Association's Earnings."

(4) Net earnings divided by average equity capital.

(5) Average yield on interest-earning assets less average cost of interest-
bearing liabilities.

(6) Net interest income as a percentage of average interest-earning assets.

(7) At the end of the respective periods.

(8) Not meaningful, as the Association had no nonperforming loans at September
30, 1995 or 1994.

<PAGE>
RISK FACTORS

INVESTMENT IN THE COMMON SHARES INVOLVES CERTAIN RISKS. BEFORE INVESTING,
PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE FOLLOWING MATTERS.

LOW RETURN ON EQUITY MAY AFFECT MARKET PRICE OF COMMON SHARES

During the fiscal years ended September 30, 1996, 1995 and 1994, the return
on average equity of the Association equaled 3.05%, 6.91% and 6.68%,
respectively. The low returns on equity for such periods may be attributable
to a variety of factors. During fiscal years 1995 and 1996, for example, loan
principal repayments exceeded new loan originations, and funds not used to
originate loans were invested in lower yielding investments.

The significant amount of equity capital that will be raised in the
Conversion will further reduce the return on equity of MFC on a consolidated
basis after the Conversion until the Conversion proceeds are effectively
invested. At September 30, 1996, the pro forma return on equity at the minimum,
mid-point, maximum and maximum, as adjusted, of the Valuation Range, would be
2.76%, 2.74%, 2.73% and 2.71%, respectively. See "PRO FORMA DATA" for the
pro forma net earnings and the pro forma shareholders' equity, at the different
levels of the Valuation Range. Although a low return on equity is not unusual
for recently converted, well-capitalized thrifts, MFC's return on equity after
the Conversion may adversely affect the market price of the Common Shares.

REDUCTION IN RETURN ON EQUITY DUE TO PROCEEDS OF OFFERING

Upon the conclusion of the Offering, MFC and the Association will receive
up to approximately $12,900,000 in cash proceeds assuming the sale of a number
of Common Shares in an amount equal to 15% above the maximum of the Valuation
Range. While both MFC and the Association intend to invest the proceeds in
various ways, the overall objective of MFC and the Association is to increase
the return on equity of the Association in the future. See "Low Return on
Equity May Affect Market Price of Common Shares."

At September 30, 1996, 47.7% of the Association's assets consisted of
liquid assets and certain qualifying mortgage-backed securities. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS." The concentration of such a high percentage of the Association's
assets in liquid assets and certain qualifying mortgage-backed securities has
contributed to the Association's low return on equity because liquid assets and
qualifying mortgage-backed securities typically have a lower yield than mortgage
loans and other non-liquid investments.

The high percentage of the Association's liquidity is also indicative of
the difficulty that the Association has had in the past fiscal year in investing
available liquid funds in higher yielding mortgage loans. Such historic
difficulty may be increased upon the receipt of the proceeds from the Offering.
To the extent that MFC and the Association do not invest the proceeds of the
Offering in higher yielding mortgage loans, the return on equity of the
Association will remain at lower levels as a result of which an investment
in the Common Shares will be adversely affected.

INTEREST RATE RISK

The Association's operating results are dependent to a significant degree
on its net interest income, which is the difference between interest income from
loans and investments and interest expense on deposits and borrowings. Like
most thrift institutions, the Association's interest income and interest expense
change as interest rates fluctuate and assets and liabilities reprice. Interest
rates fluctuate and assets and liabilities reprice because of a variety of
factors, including general economic conditions, the policies of various
regulatory authorities and other factors beyond the Association's control. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Asset and Liability Management" and "THE BUSINESS OF THE
ASSOCIATION - Lending Activities; and - Deposits and Borrowings."

When interest rates are rising, the interest income earned on assets may
not increase as rapidly as the interest expense paid on the Association's
liabilities. As a result, the earnings of the Association may be adversely
affected when the cost of the Association's liabilities increases more rapidly
than the income earned on the Association's assets. The degree to which such
earnings will be adversely affected depends upon the rapidity and extent of the
increase in interest rates.

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<PAGE>

The Association's earnings were adversely affected during fiscal year 1996
by the small difference between the interest paid by the Association on deposits
and the income received on the Association's assets. In a rising interest rate
environment, that small difference can be expected to continue due to the large
number of fixed-rate loans in the Association's portfolio and the maturity of
$17.6 million of certificates of deposit, or 77.0% of the Association's total
certificates of deposit, within one year after September 30, 1996. The interest
earned on the Association's loan portfolio will increase slowly as existing
loans at lower rates are repaid and new loans at higher rates are originated,
while the rates paid on deposits will increase at a quicker pace. Rising
interest rates may also affect the Association's earnings due to diminished loan
demand. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - Asset and Liability Management."

LEGISLATION AND REGULATION WHICH MAY ADVERSELY AFFECT THE ASSOCIATION'S EARNINGS

The Association is subject to extensive regulation by the OTS, the Division
and the FDIC and is periodically examined by such regulatory agencies to test
compliance with various regulatory requirements. MFC will also be subject to
regulation and examination by the OTS. Such supervision and regulation of the
Association and MFC are primarily for the protection of depositors and not for
the maximization of shareholder value and may affect the ability of MFC to
engage in various business activities. The assessments, filing fees and other
costs associated with reports, examinations and other regulatory matters are
significant and may have an adverse effect on MFC's net earnings. See
"REGULATION."

The FDIC is authorized to establish separate annual assessment rates for
deposit insurance for members of the Bank Insurance Fund (the "BIF") and the
SAIF. The FDIC may increase assessment rates for either fund if necessary to
restore the fund's ratio of reserves to insured deposits to the target level
within a reasonable time and may decrease such rates if such target level has
been met. The FDIC has established a risk-based assessment system for both SAIF
and BIF members. Under such system, assessments may vary depending on the risk
the institution poses to its deposit insurance fund. Such risk level is
determined by reference to the institution's capital level and the FDIC's level
of supervisory concern about the institution.

Legislation to recapitalize the SAIF and to eliminate the significant
premium disparity between the SAIF and the BIF became effective September 30,
1996. The recapitalization plan provides for the payment of a special
assessment equal to $.657 per $100 of SAIF deposits held at March 31, 1995, in
order to increase SAIF reserves to the level required by law. On the basis of
its $37.6 million in deposits at March 31, 1995, the Association paid an
additional pre-tax assessment of $247,000 in November 1996. Such payment was
recorded as an expense and accounted for by the Association as of September 30,
1996. Earnings and capital were, therefore, negatively affected for the quarter
ended September 30, 1996, by an after-tax amount of approximately $162,000.

The recapitalization plan also provides for the merger of the SAIF and BIF
effective January 1, 1999. In conjunction with such merger, it is expected that
the thrift charter or the separate federal regulation of thrifts will be
eliminated. As a result, the Association would be regulated under federal law
as a bank and, as a result, would become subject to the more restrictive
activity limitations imposed on national banks. See "REGULATION - FDIC
Regulations -- Assessments."

EXPERIENCE AND RESTRUCTURING OF MANAGEMENT

John T. Larimer has been a member of the Board of Directors of the
Association since 1975. In November 1995, the Board of Directors asked Mr.
Larimer to assume the position of Managing Officer of the Association on a full-
time basis. The request was due primarily to the need to strengthen the
existing management team in order to contend with the growing complexities of
the highly competitive financial institution environment. Other than serving as
a director of the Association for twenty years and as legal counsel to Cleves-
North Bend before the merger of Cleves-North Bend and the Association, Mr.
Larimer had no experience at the time in serving as a managing officer of a
thrift institution.

Since November 1995, the Association has also hired both a new chief
financial officer and a new chief lending officer. See "MANAGEMENT - Directors
and Executive Officers." Although the Board of Directors believes that the
strengthening of the Association's management team will provide an effective
means of dealing with the complex and competitive future, prospective investors
should consider the experience and restructuring of the Association's management
in making any decision to invest in the Common Shares.

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<PAGE>

DILUTIVE EFFECT OF LOT PURCHASES BY THE ESOP AND THE RRP

If the ESOP is unable to purchase Common Shares in the Conversion due to an
oversubscription by Eligible Account Holders, the ESOP may purchase authorized
but unissued shares from MFC or purchase in the open market a number of shares
equal to up to 10% of the Common Shares issued in connection with the
Conversion. It is anticipated that the ESOP will purchase a number of shares
equal to 8% of the Common Shares issued in the Conversion. If the ESOP shares
are purchased from authorized but unissued shares, shareholders would experience
a dilution of their ownership interests of up to 7.41%. In addition, the RRP
may purchase authorized but unissued shares from MFC or purchase in the open
market a number of shares equal to 4% of the Common Shares issued in connection
with the Conversion. The purchase of authorized but unissued shares by the RRP
would have a dilutive effect on the ownership interests of MFC's shareholders of
up to 3.85%. See "CAPITALIZATION", "PRO FORMA DATA" and "MANAGEMENT - Stock
Benefit Plans."

ABSENCE OF MARKET FOR COMMON SHARES

MFC has received conditional approval from Nasdaq Small Cap to have the
Common Shares quoted on Nasdaq Small Cap under the symbol "MRKF" upon the
completion of the Conversion, subject to certain conditions which MFC and the
Association believe will be satisfied, although no assurance can be provided
that the conditions will be met. One of the conditions of the Nasdaq Small Cap
listing is the commitment of at least two brokerage firms to make a market in
the Common Shares. KBW intends to make a market in the Common Shares but has no
obligation to do so. Webb does not intend to make a market in the Common
Shares.

The aggregate offering price for the Common Shares is based upon an
independent appraisal of the Association. The appraisal is not a recommendation
as to the advisability of purchasing the Common Shares. See "THE CONVERSION -
Pricing and Number of Common Shares to be Sold." No assurance can be given that
persons purchasing Common Shares will thereafter be able to sell such shares at
a price at or above the offering price. See "RISK FACTORS - Market for Common
Shares."

CONTROLLING INFLUENCE OF MANAGEMENT AND ANTI-TAKEOVER PROVISIONS WHICH MAY
DISCOURAGE SALES OF COMMON SHARES FOR PREMIUM PRICES

The Articles of Incorporation and Code of Regulations of MFC and the
Amended Articles of Incorporation of the Association contain certain provisions
that could deter or prohibit non-negotiated changes in the control of MFC and
the Association. Such provisions include a restriction on the acquisition of
more than 10% of the outstanding shares of MFC by any person during the five-
year period following the effective date of the Conversion, the ability to issue
additional common shares and a supermajority voting requirement for certain
transactions. See "DESCRIPTION OF AUTHORIZED SHARES" and "RESTRICTIONS ON
ACQUISITION OF MFC AND THE ASSOCIATION AND RELATED ANTI-TAKEOVER PROVISIONS."

The Articles of Incorporation of MFC provide that for five years after the
effective date of the Conversion, no person, except the ESOP, may offer to
acquire or acquire the beneficial ownership of more than 10% of any class of
outstanding equity securities of MFC. If such a prohibited acquisition occurs,
the securities owned by such person in excess of the 10% limit may not be voted
on any matter submitted to the shareholders of MFC. Such provision may not be
waived by management. The ability of management or any other person to solicit
revocable proxies from shareholders and vote on behalf of such shareholders will
not be restricted by such 10% limit.

The Articles of Incorporation of MFC also provide that if the Board of
Directors recommends that shareholders approve certain matters, including
mergers, acquisitions of a majority of the shares of MFC or the transfer of
substantially all of the assets of MFC, the affirmative vote of the holders of
only a majority of the voting shares of MFC is required to approve such matter.
If, however, the Board of Directors recommends against the approval of any such
matter, the affirmative vote of the holders of at least 75% of the voting shares
of MFC is required to approve such matters. The existence of such a 75%
provision in the Articles of Incorporation of MFC may make more difficult
actions which certain shareholders deem to be in their best interests.

Officers and directors of MFC and the Association are expected to purchase
approximately 10% of the Common

<PAGE>

Shares sold in the Offering, assuming the sale of 1,010,000 Common Shares, the
midpoint of the Valuation Range. In addition, the ESOP intends to purchase
approximately 8% of the Common Shares sold in the Offering. The ESOP trustee
must vote shares allocated under the ESOP as directed by the participants to
whom the shares are allocated and will vote unallocated shares in its sole
discretion. The RRP may acquire common shares of MFC in the open market or
acquire authorized, but unissued, common shares from MFC following approval of
the RRP by the shareholders of MFC in an amount equal to up to 4% of the Common
Shares sold in the Offering. The RRP trustees, who are expected to be three
directors of the Association, will vote shares awarded but not distributed under
the RRP in their discretion. Under the Stock Option Plan, directors will be,
and officers and employees may be, granted options to purchase common shares of
MFC. The aggregate amount of common shares as to which options might be granted
may equal 10% of the Common Shares sold in connection with the Conversion. See
"MANAGEMENT - Stock Benefit Plans -- Employee Stock Ownership Plan; -- Stock
Option Plan; and -- Recognition and Retention Plan and Trust."

In view of the various provisions of the Articles of Incorporation and the
stock benefit plans of MFC, the aggregate ownership by the ESOP, the RRP and the
directors and officers of MFC and the Association may have the effect of
facilitating the perpetuation of current management and discouraging proxy
contests and takeover attempts. Thus, officers and directors, who are
anticipated to be allocated or awarded shares under such plans, will have a
significant influence over the vote on such proxy contests and may be able to
defeat proposed takeover attempts. The Boards of Directors of MFC and the
Association believe that such provisions will be in the best interests of
shareholders by encouraging prospective acquirors to negotiate a proposed
acquisition with the directors. Such provisions could, however, adversely
affect the market value of the Common Shares or deprive shareholders of the
opportunity to sell their shares for premium prices.

Regulations of the OTS also restrict the ability of any person to acquire
the beneficial ownership of more than 10% of any class of voting equity security
of the Association or MFC without the prior written approval of or lack of
objection by the OTS. Such restrictions could restrict the use of revocable
proxies. Federal and Ohio law also restrict the acquisition of control of MFC
and the Association. Any or all of these provisions may facilitate the
perpetuation of current management and discourage proxy contests or takeover
attempts not first negotiated with the Board of Directors. See "RESTRICTIONS ON
ACQUISITION OF MFC AND THE ASSOCIATION AND RELATED ANTI-TAKEOVER PROVISIONS."

POSSIBLE TAX LIABILITY RELATED TO SUBSCRIPTION RIGHTS

As part of the Conversion, subscription rights have been granted to
(i) Eligible Account Holders, (ii) the ESOP, (iii) Supplemental Eligible Account
Holders and (iv) Other Eligible Members. The Association has received an
opinion from Keller to the effect that the subscription rights to be received by
Eligible Account Holders and other eligible subscribers do not have any value
because they are acquired by the recipients without cost, are non-transferable
and of short duration and afford the recipients a right only to purchase Common
Shares at a price equal to their estimated fair market value, the same price as
the purchase price for unsubscribed Common Shares.

Notwithstanding the opinion from Keller, if the subscription rights are
subsequently found to have a fair market value, income may be recognized by the
recipients of the subscription rights (in certain cases, whether or not the
rights are exercised) and MFC and/or the Association may be taxed on the
distribution of such subscription rights. In this regard, the subscription
rights may be taxed partially or entirely at ordinary income tax rates.

RISK OF DELAYED OFFERING

MFC and the Association expect to complete the Conversion by
_______________, 1997. It is possible, however, that adverse market, economic
or other factors could delay the completion of the Conversion. If the Community
Offering is extended beyond ________, 1997, each subscriber will be given a
notice of such delay and the right to affirm, increase, decrease or rescind his
subscription. In such event, any person who does not affirmatively elect to
continue his subscription or elects to rescind his subscription will have all of
his funds promptly refunded with interest. Any person who elects to decrease
his subscription will have the appropriate portion of his funds promptly
refunded with interest. If the Community Offering is extended, the cost of the
Conversion could increase and the valuation of the Association could change.
Extensions of the Community Offering will not extend beyond ____________.

-11-

<PAGE>

USE OF PROCEEDS

The following table presents the estimated gross and net proceeds from the
sale of the Common Shares, based on the Valuation Range:

Maximum,
Minimum Mid-point Maximum as adjusted
------- --------- ------- -----------

Gross proceeds $8,585,000 $10,100,000 $11,615,000 $13,357,250
Less estimated expenses 417,000 435,000 453,000 473,000
---------- ------------ ----------- -----------
Total net proceeds $8,168,000 $ 9,665,000 $11,162,000 $12,884,250
---------- ------------ ----------- -----------

The net proceeds from the sale of the Common Shares may vary depending upon
financial and market conditions at the time of the completion of the Offering.
See "THE CONVERSION - Pricing and Number of Common Shares to be Sold." The
expenses detailed above are estimated. Estimated expenses include estimated
sales commissions payable to Webb. Sales commissions have been computed on the
basis of the following assumptions: (i) approximately 10% of the Common Shares
sold in the Offering will be purchased by directors, officers and employees of
the Association and the members of their immediate families; (ii) 8% of the
Common Shares sold in the Offering will be purchased by the ESOP; and (iii) 82%
of the Common Shares sold in the Offering will be sold in the Subscription
Offering with sales commissions of 1.5% of the aggregate dollar amount of such
Common Shares. Actual expenses may be more or less than estimated. See "THE
CONVERSION - Marketing Plan."

MFC will retain 50% of the net proceeds from the sale of the Common Shares,
or approximately $4.8 million at the mid-point of the Valuation Range, including
the value of a promissory note from the ESOP which MFC intends to accept in
exchange for the issuance of MFC Common Shares to the ESOP. The cash proceeds
received from the sale of Common Shares will be used by MFC to fund the RRP,
which intends to purchase up to 4% of all Common Shares sold in the Conversion,
and for general corporate purposes, which may include the payment of dividends,
repurchases of Common Shares and acquisitions of other financial institutions.
MFC presently has no specific plans to use the proceeds for any such purposes,
except the funding of the RRP. See "THE CONVERSION - Restrictions on Repurchase
of Common Shares."

The remainder of the net proceeds received from the sale of the Common
Shares, approximately $4.8 million at the mid-point of the Valuation Range, will
be invested by MFC in the capital stock to be issued by the Association to MFC
as a result of the Conversion and will increase the regulatory capital of the
Association. Initially, for liquidity purposes and to fund purchases of common
shares for the RRP, the Association will invest approximately $800,000 in U.S.
Treasury and government agency securities with maturities of three years or less
and short-term interest-bearing deposits. The Association expects to increase
its loan origination staff and utilize the balance of the net proceeds to
commence the origination of adjustable-rate and fixed-rate loans. No assurance
can be provided, however, with respect to when such hiring or originations will
occur or the effect such efforts will have on the Association's financial
condition or earnings.

MARKET FOR COMMON SHARES

There is currently no market for the Common Shares. No assurance can be
given that an active or liquid market for the Common Shares will develop after
the completion of the Conversion or, if such a market does develop, that it will
continue. Investors should consider, therefore, the potentially illiquid and
long-term nature of an investment in the Common Shares.

A public trading market for the stock of any issuer, including MFC, depends
upon the presence of both willing buyers and willing sellers at any given time.
MFC has applied to have the Common Shares included on Nasdaq Small Cap under the
symbol "MRKF" upon completion of the Conversion, subject to certain conditions
which the Association and MFC believe will be satisfied, although no assurance
can be provided that the conditions will be met. One of the conditions to the
Nasdaq Small Cap listing is the commitment of at least two brokerage firms to
make a market in the Common Shares. KBW intends to make a market in the Common
Shares but has no obligation to do so. Webb does not intend to make a market in
the Common Shares.

-12-

<PAGE>

Shares may trade, and such appraisal is not a recommendation as to the
advisability of purchasing Common Shares. No assurance can be given that the
Common Shares may later be resold at the price at which they are purchased in
connection with the Conversion. See "RISK FACTORS - Absence of Market for
Common Shares."

DIVIDEND POLICY

The declaration and payment of dividends by MFC will be subject to the
discretion of the Board of Directors of MFC, to the earnings and financial
condition of MFC and to general economic conditions. If the Board of Directors
of MFC determines in the exercise of its discretion that the net income, capital
and consolidated financial condition of MFC and the general economy justify the
declaration and payment of dividends by MFC, the Board of Directors of MFC may
authorize the payment of dividends on the Common Shares, subject to the
limitation under Ohio law that a corporation may pay dividends only out of
surplus. There can be no assurance that dividends will be paid on the Common
Shares or, if paid, that such dividends will continue to be paid in the future.

Other than earnings on the investment of the proceeds retained by MFC and
interest earned on the loan to the ESOP, the only source of income of MFC will
be dividends periodically declared and paid by the Board of Directors of the
Association on the common shares of the Association held by MFC. The
declaration and payment of dividends by the Association to MFC will be subject
to the discretion of the Board of Directors of the Association, to the earnings
and financial condition of the Association, to general economic conditions and
to federal and state restrictions on the payment of dividends by thrift
institutions. Under regulations of the OTS applicable to converted
associations, the Association will not be permitted to pay a cash dividend on
its capital stock after the Conversion if its regulatory capital would, as a
result of the payment of such dividend, be reduced below the amount required for
the Liquidation Account or the applicable regulatory capital requirement
prescribed by the OTS. See "THE CONVERSION - Principal Effects of the
Conversion -- Liquidation Account" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity and Capital
Resources." The Association may not pay a dividend unless such dividend also
complies with an OTS regulation limiting capital distributions by savings and
loan associations. Capital distributions, for purposes of such regulation,
include, without limitation, payments of cash dividends, repurchases and certain
other acquisitions by an association of its shares and payments to stockholders
of another association in an acquisition of such other association. See
"REGULATION - Office of Thrift Supervision -- Limitations on Capital
Distributions."

-13-

<PAGE>

REGULATORY CAPITAL COMPLIANCE

The following table sets forth the historical and pro forma regulatory
capital of the Association at September 30, 1996, based on the receipt of 50% of
the net proceeds for the number of Common Shares indicated. Estimated expenses
used in determining the net proceeds are $417,000, $435,000, $453,000 and
$473,000 at the minimum, mid-point, maximum and maximum, as adjusted,
respectively, of the Valuation Range:

Pro forma capital at September 30, 1996, assuming the sale of:
-------------------------------------------------------------------------------------------------------
858,500 1,010,000 1,161,500 1,335,725
Historical at Common Shares Common Shares Common Shares Common Shares
September (offering price (offering price (offering price (offering price
30, 1996 of $10.00 per share) of $10.00 per share) of $10.00 per share) of $10.00 per share)
--------------- -------------------- -------------------- -------------------- --------------------
Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ ------- ------ ------- ------ -------

(Dollars in thousands)

Capital under generally
accepted accounting
principles, before
adjustments (1) $7,514 16.7% $10,568 21.3% $11,135 22.1% $11,701 22.9% $12,353 23.8%
------ ---- ------- ---- ------- ---- ------- ---- ------- ----
------ ---- ------- ---- ------- ---- ------- ---- ------- ----

Current tangible
capital:
Capital level (2) $7,063 15.7% $10,117 20.7% $10,684 21.5% $11,250 22.3% $11,902 23.2%
Requirement 673 1.5 734 1.5 745 1.5 757 1.5 770 1.5
------ ---- ------- ---- ------- ---- ------- ---- ------- ----
Excess $6,390 14.2% $ 9,383 19.2% $ 9,939 20.0% $10,493 20.8% $11,132 21.7%
------ ---- ------- ---- ------- ---- ------- ---- ------- ----
------ ---- ------- ---- ------- ---- ------- ---- ------- ----
Current core
capital:
Capital level (2) 7,063 15.7% $10,117 20.7% $10,684 21.5% $11,250 22.3% $11,902 23.2%
Requirement 1,346 3.0 1,468 3.0 1,491 3.0 1,513 3.0 1,539 3.0
------ ---- ------- ---- ------- ---- ------- ---- ------- ----
Excess $5,717 12.7% $ 8,649 17.7% $ 9,193 18.5% $ 9,737 19.3% $10,363 20.2%
------ ---- ------- ---- ------- ---- ------- ---- ------- ----
------ ---- ------- ---- ------- ---- ------- ---- ------- ----

Current risk-based
capital: (3)

Capital level (4)(2) $7,113 49.1% $10,167 66.4% $10,734 69.5% $11,300 72.4% $11,952 75.8%
Requirement 1,159 8.0 1,224 8.0 1,236 8.0 1,248 8.0 1,262 8.0
------ ---- ------- ---- ------- ---- ------- ---- ------- ----
Excess $5,954 41.1% $ 8,943 58.4% $ 9,498 61.5% $10,052 64.4% $10,690 67.8%
------ ---- ------- ---- ------- ---- ------- ---- ------- ----
------ ---- ------- ---- ------- ---- ------- ---- ------- ----

</TABLE>

____________________________________

(1) The calculations in the table above do not take into account the interest
rate risk component added by the OTS to its risk-based capital
requirements. See "REGULATION - Office of Thrift Supervision -- Regulatory
Capital Requirements."

(2) Tangible and core capital are shown as a percent of adjusted total assets,
and risk-based capital levels are shown as a percent of risk-weighted
assets in accordance with OTS regulations. Tangible and core capital do
not include $451,000 of unrealized gains determined under SFAS No. 115.
Reflects a reduction for unearned ESOP and RRP shares equal to 8% and 4%,
respectively, of the Offering.

(3) Assumes that the net proceeds received by the Association will be invested
in assets having a risk-weighting of 20%.

(4) Risk-weighted capital includes $50,000 of qualifying general loan loss
allowances as determined under OTS regulations.

-14-

<PAGE>

CAPITALIZATION

Set forth below is the historical capitalization of the Association at
September 30, 1996, and the pro forma consolidated capitalization of MFC as
adjusted to give effect to the sale of Common Shares based on the Valuation
Range and estimated expenses. See "USE OF PROCEEDS" and "THE CONVERSION -
Pricing and Number of Common Shares to be Sold."

Pro forma capitalization of MFC
at September 30, 1996, assumeing the sale of:
-----------------------------------------------------------------------------
858,500 1,010,000 1,161,500 1,335,725
Common Common Common Common
Historical Shares Shares Shares Shares
capitalization (Offering (Offering (Offering (Offering
of the Association price of price of price of price of
at September 30, $10.00 $10.00 $10.00 $10.00
1996 per share) per share) per share) per share)
------------------- ---------- ---------- ---------- ----------
(in thousands)
<S> <C> <C> <C> <C> <C>
Deposits(1) $37,282 $37,282 $37,282 $37,282 $37,282
------- ------- ------- ------- -------
------- ------- ------- ------- -------

Borrowings
$ - $ - $ - $ - $ -
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Capital and retained earnings:
Preferred Shares, no par value per share:
authorized - 1,000,000 shares, assumed
outstanding - none $ - $ - $ - $ - $ -
Common Shares, no par value per share:
authorized - 4,000,000 shares; assumed
outstanding - as shown (2)
Additional paid-in capital - 8,168 9,665 11,162 12,884
Less Common Shares acquired by the ESOP (3) - (687) (808) (929) (1,069)
Less Common Shares acquired by the RRP (4) - (343) (404) (465) (534)
Retained earnings, net, substantially
restricted (5) 7,514 7,514 7,514 7,514 7,514
------- ------- ------- ------- -------
Total capital and retained earnings $ 7,514 $14,652 $15,967 $17,282 $18,795
------- ------- ------- ------- -------
------- ------- ------- ------- -------
____________________________________

</TABLE>

(1) No effect has been given to withdrawals from savings accounts for the
purpose of purchasing Common Shares in the Conversion. Any such
withdrawals will reduce pro forma deposits by the amount of such
withdrawals.

(2) The number of Common Shares to be issued will be determined on the basis of
the final valuation of the Association. See "THE CONVERSION - Pricing and
Number of Common Shares to be Sold." Common Shares assumed outstanding
does not reflect the issuance of any common shares which may be reserved
for issuance under the Stock Option Plan. See "MANAGEMENT - Stock Benefit
Plans -- Stock Option Plan." Reflects receipt of the proceeds from the
sale of the Common Shares, net of estimated expenses. Estimated expenses
include estimated sales commissions payable to Webb. Such sales
commissions have been computed based on the following assumptions: (i)
approximately 10% of the Common Shares sold in the Offering will be
purchased by directors, officers and employees of the Association and the
members of their immediate families; (ii) 8% of the Common Shares sold in
the Offering will be purchased by the ESOP; and (iii) 82% of the Common
Shares sold in the Offering will be purchased in the Subscription Offering
with sales commissions of 1.5% of the aggregate dollar amount of such
Common Shares.

(3) Assumes that 8% of the Common Shares sold in connection with the Conversion
will be acquired by the ESOP with funds borrowed by the ESOP from MFC for a
term of 10 years at a rate of 8%. The ESOP loan will be secured solely by
the Common Shares purchased by the ESOP. The Association has agreed,
however, to use its best efforts to fund the ESOP based on future earnings,
which best efforts funding will reduce the Association's total capital and
retained earnings, as reflected in the table. If the ESOP is unable to
purchase all or part of the Common Shares for which it subscribes, the ESOP
may purchase common shares on the open market or may purchase authorized
but unissued shares of MFC. If the ESOP purchases authorized but unissued
shares from MFC, such purchases would have a dilutive effect of
approximately 7.41% on the voting interests of MFC's shareholders. See
"MANAGEMENT - Stock Benefit Plans -- Employee Stock Ownership Plan" and
"RISK FACTORS - Possible Dilutive Effect of RRP and Stock Option Plan on
Net Income and Shareholders' Equity."

(4) Assumes that 4% of the Common Shares will be acquired in the open market by
the RRP after the Conversion at a price of $10 per share. There can be no
assurance that the RRP will be implemented, that a sufficient number of
shares will be available for purchase by the RRP, that shares could be
purchased at a price of $10 per share or that the shareholders will approve
the RRP if it is implemented during the first year after the Conversion. A
higher price per share, assuming the purchase of the entire 4% of the
shares, would reduce pro forma shareholders' equity. The RRP may purchase
shares in the open market or may purchase authorized but unissued shares
from MFC. If authorized but unissued shares are purchased, the voting
interests of existing shareholders would be diluted approximately
3.8%. See "MANAGEMENT - Stock Benefit Plans -- Recognition and Retention
Plan and Trust."

(5) Retained earnings include restricted and unrestricted retained earnings and
unrealized gain on securities designated as available for sale. See "THE
CONVERSION - Principal Effects of the Conversion -- Liquidation Account"
for information concerning the liquidation account to be established in
connection with the Conversion and "TAXATION - Federal Taxation" for
information concerning restricted retained earnings for federal tax
purposes.

-15-

<PAGE>

PRO FORMA DATA

Set forth below are the pro forma consolidated net earnings of MFC for the
year ended September 30, 1996, and the pro forma consolidated shareholders'
equity of MFC as of and for the respective dates and periods ending on such
date, along with the related pro forma earnings per share amounts, giving effect
to the sale of the Common Shares. The computations are based on the assumed
issuance of 858,500 Common Shares (minimum of the Valuation Range), 1,010,000
Common Shares (mid-point of the Valuation Range), 1,161,500 Common Shares
(maximum of the Valuation Range) and 1,335,725 Common Shares (15% above the
maximum of the Valuation Range). See "THE CONVERSION - Pricing and Number of
Common Shares to be Sold." The pro forma data is based on the following
assumptions: (i) the sale of the Common Shares occurred at the beginning of the
period and yielded the net proceeds indicated; (ii) such net proceeds were
invested at the beginning of the period to yield annualized after-tax net
returns of 3.78% for the year ended September 30, 1996; and (iii) no withdrawals
from existing deposit accounts were made to purchase the Common Shares. The
assumed returns are based on the one-year U.S. Treasury bill yield of 5.72% in
effect at September 30, 1996. This rate was used as an alternative to the
arithmetic average of the Association's interest-earning assets and interest-
bearing deposits. In calculating pro forma net earnings, a statutory federal
income tax rate of 34% has been assumed for the period. In the opinion of
management, the assumed after-tax yield does not differ materially from the
estimated after-tax yield which will be obtained on the initial investment of
the cash proceeds in short-term, interest-bearing deposits and is viewed as
being more relevant in the current low interest rate environment than the use of
an arithmetic average of the fiscal year 1996 weighted average yield on
interest-earning assets and weighted average rates paid on deposits during
such period. Actual yields may differ, however, from the assumed returns.
The pro forma consolidated net earnings amounts derived from the assumptions
set forth herein should not be considered indicative of the actual results of
operations of MFC that would have been attained for any period if the
Conversion had been actually consummated at the beginning of such period.

As the table demonstrates, pro forma consolidated earnings per share and
pro forma consolidated shareholders' equity per share decrease as the amount of
Common Shares sold moves from the minimum of the Valuation Range to the adjusted
maximum of the Valuation Range. In addition, the offering price as a multiple
of pro forma earnings per share and as a percent of pro forma shareholders'
equity per share increases as the amount of Common Shares sold moves from the
minimum of the Valuation Range to the adjusted maximum of the Valuation Range.

THE PRO FORMA DATA AND ACCOMPANYING NOTES SHOULD BE READ IN CONJUNCTION
WITH THE FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE HEREIN. NO
ASSURANCE CAN BE PROVIDED THAT THE YIELDS WILL BE ACHIEVED ON THE INVESTMENT OF
THE CONVERSION PROCEEDS. THE PRO FORMA DATA DOES NOT PURPORT TO REPRESENT WHAT
MFC'S FINANCIAL POSITION OR RESULTS OF OPERATIONS ACTUALLY WOULD HAVE BEEN HAD
THE AFOREMENTIONED TRANSACTIONS BEEN COMPLETED AS OF THE DATE OR AT THE
BEGINNING OF THE PERIODS INDICATED, OR TO PROJECT MFC'S FINANCIAL POSITION OR
RESULTS OF OPERATIONS AT ANY FUTURE DATE OR FOR ANY FUTURE PERIOD.

-16-

<PAGE>

At and for the year ended September 30, 1996, assuming the sale of:
-----------------------------------------------------------------------------------------
858,500 1,010,000 1,161,500 1,335,725
Common Shares Common Shares Common Shares Common Shares
(Offering price of (Offering price of (Offering price of (Offering price of
$10.00 per share) $10.00 per share) $10.00 per share) $10.00 per share)
---------------------- -------------------- -------------------- ---------------------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Gross proceeds $ 8,585 $10,100 $11,615 $13,357
Estimated expenses 417 435 453 473
------- ------- ------- -------
Estimated net proceeds 8,168 9,665 11,162 12,884

Less Common Shares acquired by the RRP (1) (343) (404) (465) (534)

Less Common Shares acquired by the ESOP (2) (687) (808) (929) (1,069)
------- ------- ------- -------
Net cash proceeds $ 7,138 $ 8,453 $ 9,768 $11,281
------- ------- ------- -------
------- ------- ------- -------
Net earnings:
Historical $ 224 $ 224 $ 224 $ 224
Pro forma income on net proceeds 270 320 369 426
Pro forma adjustment for the RRP (1) (45) (53) (61) (70)
Pro forma adjustment for the ESOP (2) (45) (53) (61) (71)
------- ------- ------- -------
Pro forma net earnings $ 404 $ 438 $ 471 $ 509
------- ------- ------- -------
------- ------- ------- -------
Earnings per share:
Historical $ .26 $ .22 $ .19 $ .17
Pro forma income on net proceeds .31 .32 .32 .32
Pro forma adjustment for the RRP (1) (.05) (.05) (.05) (.05)
Pro forma adjustment for the ESOP (2) (.05) (.05) (.05) (.05)
------- ------- ------- -------
Pro forma earnings per share (3)(4) $ .47 $ .44 $ .41 .39
------- ------- ------- -------
------- ------- ------- -------
Offering price as a multiple of pro forma
earnings per share 21.28x 22.73x 24.39x 25.64x
------- ------- ------- -------
------- ------- ------- -------
Shareholders' equity: (5)
Historical $ 7,514 $ 7,514 $ 7,514 $ 7,514
Estimated net proceeds from the sale
of Common Shares 8,168 9,665 11,162 12,884
Less unearned RRP shares (1) (343) (404) (465) (534)
Less unearned ESOP shares (2) (687) (808) (929) (1,069)
------- ------- ------- -------
Pro forma shareholders' equity $14,652 $15,967 $17,282 $18,795
------- ------- ------- -------
------- ------- ------- -------
Per share shareholders' equity:
Historical $ 8.75 $ 7.44 $ 6.47 $ 5.63
Estimated net proceeds 9.51 9.57 9.61 9.65
Less unearned RRP shares (1) (.40) (.40) (.40) (.40)
Less unearned ESOP shares (2) (.80) (.80) (.80) (.80)
------- ------- ------- -------
Pro forma shareholders' equity per share (3) $ 17.06 $ 15.81 $ 14.88 $ 14.08
------- ------- ------- -------
------- ------- ------- -------
Ratio of offering price to pro forma
shareholders' equity per share 58.62% 63.25% 67.20% 71.02%
------- ------- ------- -------
------- ------- ------- -------

</TABLE>
- -------------------------------------------

(Footnotes on next page)

-17-
<PAGE>

(1) Assumes that 4% of the Common Shares sold in connection with the Conversion
will be purchased by the RRP after the Conversion at a price of $10 per
share and that one-fifth of the purchase price of the RRP shares will be
expensed in each of the first five years after the Conversion. If the RRP
is implemented in the first year after the completion of the Conversion, it
will be subject to various OTS requirements, including the requirement that
the RRP be approved by the shareholders of MFC. There can be no assurance
that the RRP will be approved by the shareholders, that a sufficient number
of shares will be available for purchase by the RRP or that the shares
could be purchased at $10 per share. A higher per share price, assuming
the purchase of the entire 4% of the shares, would reduce pro forma net
earnings and pro forma shareholders' equity. If an insufficient number of
shares is available in the open market to fund the RRP at the desired
level, MFC may issue additional authorized shares. The issuance of
authorized but unissued shares in an amount equal to 4% of the Common
Shares issued in the Conversion would result in a 3.8% dilution in existing
shareholders' voting interests. See "MANAGEMENT - Stock Benefit Plans --
Recognition and Retention Plan and Trust."

(2) Assumes that 8% of the Common Shares sold in connection with the Conversion
will be purchased by the ESOP and that the funds used to acquire such
shares will be borrowed by the ESOP from MFC with repayment thereof secured
solely by the Common Shares purchased by the ESOP. The Association has
agreed, however, to use its best efforts to fund the ESOP based on future
earnings, which best efforts funding will reduce the income on the equity
raised in connection with the Conversion, as reflected in the table.
Assumes the level amortization of the ESOP loan over a ten-year period with
assumed tax benefits of 34%. See "MANAGEMENT - Stock Benefit Plans --
Employee Stock Ownership Plan." The Board of Directors may elect to issue
the ESOP shares from authorized but unissued shares. The issuance of
authorized but unissued shares to the ESOP would have the effect of
diluting the voting interest of existing shareholders by 7.41%.

(3) No effect has been given to shares reserved for issuance upon the exercise
of options pursuant to the Stock Option Plan. See "MANAGEMENT - Stock
Benefit Plans -- Stock Option Plan."

(4) Does not give effect to SOP 93-6. Assumes that the ESOP holds 68,680
shares, 80,800 shares, 92,920 shares and 106,858 shares for purposes of
computing earnings per share. Pursuant to SOP 93-6, only ESOP shares
which will be allocated over the period are included in the earnings per
share calculation. Application of SOP 93-6 to the year ended
September 30, 1996, would result in an earnings per share presentation of
$.51, $.47, $.44 and $.41, reflecting weighted average shares outstanding
of 796,688 shares, 937,280 shares, 1,077,872 shares and 1,239,553 shares
at the minimum, mid-point, maximum and adjusted maximum of the Valuation
Range. SOP 93-6 also requires ESOP expense to be measured based on the
fair value of the shares to be allocated. The table reflects the ESOP
cost at the $10 offering price of the Common Shares in the Conversion,
which may be more or less than the fair value at which the shares are
ultimately allocated.

(5) The effect of the Liquidation Account is not included in these
computations. For additional information concerning the Liquidation
Account, see "THE CONVERSION - Principal Effects of the Conversion --
Liquidation Account." The amounts shown do not reflect the federal income
tax consequences of the potential restoration of the bad debt reserves to
income for tax purposes, which would be required in the event of
liquidation. See "TAXATION - Federal Taxation."

-18-

<PAGE>

SUMMARY STATEMENTS OF EARNINGS

The following summary sets forth information concerning the Association for
the periods indicated. Such information should be read in conjunction with the
financial statements and notes thereto appearing elsewhere herein.

Year ended September 30, (1)
------------------------------------
1996 1995 1994
------ ------ ------
(In thousands)
Interest income:
Loans $1,867 $1,960 $1,799
Mortgage-backed securities 169 196 250
Investment securities 590 309 201
Interest-bearing deposits and other 635 717 658
------ ------ ------
Total interest income 3,261 3,182 2,908

Interest expense:
Deposits 1,758 1,622 1,478
------ ------ ------

Net interest income before provision
for losses on loans 1,503 1,560 1,430

Provision for losses on loans 13 - -
------ ------ ------

Net interest income after provision for
losses on loans 1,490 1,560 1,430

Other income 7 8 12

General, administrative and
other expense 1,153 861 836
------ ------ ------

Earnings before income taxes 344 707 606

Federal income taxes 120 240 194
------ ------ ------

Net earnings $ 224 $ 467 $ 412
------ ------ ------
------ ------ ------

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

(1) The summary statements of earnings data for the fiscal years ended
September 30, 1996, 1995 and 1994, were derived from the audited financial
statements included herein.

-19-

<PAGE>

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

GENERAL

The Association is primarily engaged in the business of attracting savings
deposits from the general public and investing such funds in mortgage loans
secured by one- to four-family residential real estate located primarily in
Hamilton County, Ohio. Loans secured by multifamily real estate (over four
units) and nonresidential real estate loans and passbook loans are also
originated by the Association. In recent years, the Association has made
significant investments in certificates of deposit in other financial
institutions and U.S. Government agency obligations as an alternative to
originating loans.

The Association's profitability is primarily dependent upon its net
interest income, which is the difference between interest income on the
Association's loan, investment and mortgage-backed securities ("MBSs")
portfolios and interest paid on deposits and borrowed funds. Net interest
income is directly affected by the relative amounts of interest-earning assets
and interest-bearing liabilities and the interest rates earned or paid on such
amounts. The Association's profitability is also affected by its provision for
losses on loans and the level of other income or losses and general,
administrative and other expense. Other income consists primarily of service
charges. General, administrative and other expense includes salaries and
employee benefits, occupancy of premises, federal deposit insurance premiums,
state franchise taxes and other operating expenses.

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RECENT DEVELOPMENTS

The Association's total assets at September 30, 1996, were approximately
$45.5 million, a $187,000, or .4%, decrease from the $45.7 million total at
September 30, 1995. The decrease resulted primarily from a decrease in deposits
as management decided to fund net deposit outflows with excess liquidity.

Liquid assets (cash and cash equivalents, certificates of deposit and
investment securities) totaled $20.9 million at September 30, 1996, an increase
of $1.3 million over the total at September 30, 1995. This increase resulted
primarily from repayments on loans and mortgage-backed securities which were
redeployed into liquid investments during the fiscal year. Management's
decision to fund net deposit outflows with excess liquidity, however, partially
offset such increase in liquid assets.

Loans receivable totaled $22.0 million at September 30, 1996, a decrease of
$1.0 million, or 4.4%, from September 30, 1995. This decrease resulted
primarily from principal repayments of $3.6 million, which exceeded loan
disbursements of $2.6 million. The Association's allowance for loan losses
totaled $52,000 at September 30, 1996, an increase of $13,000 over the balance
at September 30, 1995. The allowance represented .24% and .17% of total loans
at September 30, 1996 and 1995, respectively. Nonperforming loans totaled
$139,000, or .63% of total loans, at September 30, 1996. The Association had no
nonperforming loans at September 30, 1995.

Deposits totaled $37.3 million at September 30, 1996, a decrease of
$774,000, or 2.0%, from the total at September 30, 1995. Demand accounts
decreased by approximately $461,000 and certificates of deposit decreased by
$313,000 during fiscal year ended September 30, 1995. At September 30, 1996,
certificates of deposits that will mature within one year accounted for 38.6% of
the Association's assets.

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

GENERAL. The Association's net earnings for the year ended September 30,
1996, were $224,000, a decline of $243,000, or 52.0%, from the $467,000 in net
earnings recorded for the year ended September 30, 1995. The decline in
earnings resulted primarily from a $292,000 increase in general, administrative
and other expenses, due primarily to a one-time deposit insurance assessment, a
$57,000 decrease in net interest income and a $13,000 increase in the provision
for losses on loans, which were partially offset by a $120,000 decrease in the
provision for income taxes.

-20-
<PAGE>

NET INTEREST INCOME. Total interest income was $3.3 million for the year
ended September 30, 1996, a $79,000, or 2.5%, increase over the comparable 1995
period. The increase in total interest income was attributable to an increase
of $199,000, or 19.4%, in interest income on investment securities and interest-
bearing deposits, due primarily to an increase of $1.8 million in the weighted-
average balances outstanding to $20.2 million at September 30, 1996, coupled
with a 51 basis point increase in the weighted-average yield. Interest income
on loans totaled $1.9 million in 1996, a decrease of $93,000, or 4.7%, from
1995. The decrease resulted primarily from the decline of $566,000 in weighted-
average balances outstanding, coupled with a 20 basis point decrease in the
weighted-average yield, from 8.44% in 1995 to 8.24% in 1996. Interest income on
mortgage-backed securities decreased by $27,000, or 13.8%, during fiscal 1996,
as compared to 1995, as a result of a decline of $394,000 in the weighted-
average balance outstanding, which was partially offset by an increase of 37
basis points in the weighted-average yield, from 8.65% in 1995 to 9.02% in 1996.

Interest expense on deposits totaled $1.8 million for the year ended
September 30, 1996, an increase of $136,000, or 8.4%, over the comparable 1995
period. This increase was due primarily to a $299,000 increase in the weighted-
average balances outstanding, coupled with a 32 basis point increase in the
weighted-average cost of deposits, from 4.31% in the 1995 period to 4.63% in the
1996 period.

As a result of the foregoing changes in interest income and interest
expense, net interest income declined by $57,000, or 3.7%, for the year ended
September 30, 1996, compared to fiscal 1995. The interest rate spread declined
by 27 basis points, from 2.93% in 1995 to 2.66% in 1996, while the net interest
margin declined by 19 basis points, from 3.55% in 1995 to 3.36% in 1996.

PROVISION FOR LOSSES ON LOANS. The provision for losses on loans increased
by $13,000 for the year ended September 30, 1996, compared to fiscal 1995.
During 1996, management increased the allowance for losses on loans due to an
increase in internally classified assets.

OTHER OPERATING INCOME. Other operating income, primarily service fees on
money orders and travelers' checks, totaled $7,000 for the year ended September
30, 1996, a decrease of $1,000, or 12.5%, from the 1995 amount.

GENERAL, ADMINISTRATIVE AND OTHER EXPENSE. General, administrative and
other expense totaled $1.2 million for the year ended September 30, 1996, an
increase of $292,000, or 33.9%, over the 1995 fiscal year amount. The increase
resulted primarily from a $235,000, or 255.4%, increase in federal deposit
insurance premiums and an $86,000, or 22.9%, increase in employee compensation
and benefits, which was partially offset by a $20,000, or 11.8%, decrease in
other operating expense, an $8,000, or 6.6%, decrease in occupancy and equipment
expense and a $1,000, or 1.0%, decrease in franchise taxes. The increase in
federal deposit insurance premiums was primarily attributable to the one-time
SAIF recapitalization assessment of approximately $246,000, or 65.7 basis points
of the deposit base at March 31, 1995. This increase was partially offset by
the effect of a decrease in the deposit portfolio during the fiscal year ended
September 30, 1996. In addition to normal merit increases, the increase in
employee compensation and benefits resulted primarily from the hiring of a
chief executive officer, a chief financial officer and a vice president of
lending.

FEDERAL INCOME TAXES. The provision for federal income taxes was
$120,000 for the year ended September 30, 1996, a decrease of $120,000, or
50.0%, from the provision recorded in fiscal 1995. The decrease resulted
primarily from a $363,000, or 51.4% decline in earnings before taxes. The
effective tax rates were 34.9% and 33.9% for the years ended September 30,
1996 and 1995, respectively.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED SEPTEMBER 30, 1995 AND 1994

GENERAL. Net earnings for the year ended September 30, 1995, amounted to
$467,000, an increase of $55,000, or 13.3%, from the $412,000 in net earnings
recorded in 1994. The increase in net earnings resulted primarily from a
$130,000 increase in net interest income, which was partially offset by a
decrease of $4,000 in other income, an increase of $25,000 in general,
administrative and other expense, and an increase of $46,000 in the provision
for income taxes.

NET INTEREST INCOME. Total interest income was $3.2 million for the year
ended September 30, 1995, an increase of $274,000, or 9.4%, over 1994. Interest
income on loans totaled $2.0 million, an increase of $161,000, or 8.9%, over the
1994 total. This increase resulted primarily from growth of $2.8 million in the
weighted-average balance outstanding, which was partially offset by a decrease
in the weighted-average yield of 38 basis points, to 8.44% in 1995. Interest
income on mortgage-backed securities declined by $54,000, or 21.6%, from the
1994 amount, due to a $581,000 decline in the

-21-
<PAGE>

weighted-average balance outstanding, coupled with a 13 basis point decrease
in yield, to 8.65% in 1995. Interest income on investment securities and
interest-bearing deposits increased by $167,000, or 19.4%, over 1994, due to
an increase in yield of 132 basis points.

Interest expense on deposits increased for the year ended September 30,
1995, by $144,000, or 9.7%, to a total of $1.6 million, compared to $1.5 million
in 1994. The increase resulted primarily from a 60 basis point increase in the
weighted-average cost of deposits, from 3.71% in 1994 to 4.31% in 1995. The
increase in cost of deposits was partially offset by a $2.2 million decline in
the weighted-average balance outstanding year to year. The increases in rates
paid on the Association's deposit portfolio generally reflect the increase in
interest rates in the overall economy during 1995.

As a result of the foregoing changes in interest income and interest
expense, net interest income increased during 1995 by $130,000, or 9.1%, to a
total of $1.6 million. The interest rate spread decreased by 5 basis points
during 1995, from 2.98% in 1994 to 2.93% in 1995, while the net interest margin
increased by 26 basis points, from 3.29% in 1994 to 3.55% in 1995.

PROVISION FOR LOSSES ON LOANS. There was no provision for losses on loans
for the years ended September 30, 1995 and 1994, as management considered the
level to be adequate to absorb possible losses.

OTHER OPERATING INCOME. Other operating income amounted to $8,000 during
the year ended September 30, 1995, a decrease of $4,000, or 33.3%, from 1994,
due primarily to a decline in service fees and other charges on loans and
deposits.

GENERAL, ADMINISTRATIVE AND OTHER EXPENSE. General, administrative and
other expense totaled approximately $861,000 for the year ended September 30,
1995, an increase of $25,000, or 3.0%, over the amount recorded for 1994. The
increase resulted primarily from a $24,000, or 6.8%, increase in employee
compensation and benefits, a $51,000, or 71.8%, increase in occupancy and
equipment and an $8,000, or 8.6%, increase in franchise taxes, which were
partially offset by a $23,000 decrease in the loss on sale of real estate
acquired through foreclosure and a $33,000 decrease in other operating expense.
The increase in employee compensation and benefits resulted primarily from an
increase in staffing levels and normal merit salary increases, coupled with a
reduction in deferred loan origination costs, as loan origination volume
declined by $8.3 million from fiscal year 1994 to fiscal year 1995. The
increase in occupancy and equipment expense resulted generally from increases in
the cost of equipment maintenance contracts and repairs and maintenance
expenses, while the increase in franchise taxes was due to pro-rata increases in
retained earnings. The decrease in other operating expenses was due to the
absence in fiscal 1995 of merger-related expenses associated with the merger of
Cleves-North Bend with and into the Association, which was effective on
December 31, 1994.

FEDERAL INCOME TAXES. The provision for federal income taxes totaled
$240,000 for the year ended September 30, 1995, an increase of $46,000, or
23.7%, from the 1994 amount. The increase resulted primarily from a $101,000,
or 16.7%, increase in earnings before taxes. The effective tax rates were 33.9%
and 32.0% for the years ended September 30, 1995 and 1994, respectively.

-22-
<PAGE>

The following table sets forth certain average balance sheet information,
including the average yield on interest-earning assets and the average cost of
interest-bearing liabilities, for the years indicated. Such yields and costs
are derived by dividing income or expense by the average monthly balance of
interest-earning assets or interest-bearing liabilities, respectively, for the
years presented. Average balances are derived from monthly balances, which
include nonaccruing loans in the loan portfolio. Management does not believe
that the use of month-end balances instead of daily balances has caused any
material difference in the information presented.

Year ended September 30,
--------------------------------------------------------------------------------------------------
1996 1995 1994
--------------------------------- ------------------------------- -------------------------------
Average Interest Average Average Interest Average Average Interest Average
outstanding earned/ yield/ outstanding earned/ yield/ outstanding earned/ yield/
balance paid rate balance paid rate balance paid rate
----------- -------- ------- ----------- -------- ------- ---------- -------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans receivable $22,648 $1,867 8.24% $23,214 $1,960 8.44% $20,399 $1,799 8.82%
Mortgage-backed securities 1,873 169 9.02 2,267 196 8.65 2,848 250 8.78
Investment securities 9,123 590 6.47 7,288 309 4.24 4,501 201 4.47
Other interest-earning assets 11,070 635 5.74 11,154 717 6.43 15,742 658 4.18
------- ------ ------ ------- ------ ------ ------- ------ ------
Total interest-earning assets 44,714 3,261 7.29 43,923 3,182 7.24 43,490 2,908 6.69
Non-interest-earning assets 1,485 1,240 2,908
------- ------- -------
Total assets $46,199 $45,163 $46,398
------- ------- -------
------- ------- -------
Interest-bearing liabilities:
Passbook and club accounts $11,159 324 2.90 $11,386 343 3.01 $12,284 433 3.52
Money market demand accounts 3,621 104 2.87 4,728 119 2.52 6,422 148 2.30
Certificate of deposits 23,183 1,330 5.74 21,550 1,160 5.38 21,179 897 4.24
------- ------ ------ ------- ------ ------ ------- ------ ------
Total interest-bearing
liabilities 37,963 1,758 4.63 37,664 1,622 4.31 39,885 1,478 3.71
------ ------ ------ ------ ------ ------
Non-interest-bearing liabilities 834 586 358
------- ------- -------
Total liabilities 38,797 38,250 40,243

Retained earnings 7,402 6,913 6,155
------- ------- -------
Total liabilities and retained
earnings $46,199 $45,163 $46,398
------- ------- -------
------- ------- -------

Net interest income and spread $1,503 2.66% $1,560 2.93% $1,430 2.98%
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------
Net interest margin (net interest
income as a percent of average
interest-earning assets) 3.36% 3.55% 3.29%
------ ------ ------
------ ------ ------
Average interest-earning assets
to interest-bearing liabilities 117.78% 116.62% 109.04%
------ ------ ------
------ ------ ------
</TABLE>

-23-
<PAGE>

The following table sets forth, at the dates indicated, the weighted
average yields earned on the Association's interest-earning assets, the weighted
average interest rates paid on interest-bearing liabilities and the interest
rate spread between the weighted average yields and rates at the dates
presented.

<TABLE>
<CAPTION>
At September 30,
------------------------------------
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
Weighted average yield on loans 8.08% 8.11% 8.27%
Weighted average yield on
mortgage-backed securities 9.08 9.02 9.04
Weighted average yield on
investment securities 6.11 5.98 5.22
Weighted average yield on
interest-bearing deposits
and other 5.99 6.03 4.60
Weighted average rate paid
on deposits 4.64 4.87 3.87
Interest rate spread 2.54 2.39 3.02
</TABLE>

The table below describes the extent to which changes in interest rates and
changes in volume of interest-earning assets and interest-bearing liabilities
have affected the Association's interest income and interest expense during the
years indicated. For each category of interest-earning assets and interest-
bearing liabilities, information is provided on changes attributable to
(i) changes in volume (change in volume multiplied by prior year rate), (ii)
changes in rate (change in rate multiplied by prior year volume) and (iii) total
changes in rate and volume. The combined effects of changes in both volume and
rate, which cannot be separately identified, have been allocated proportionately
to the change due to volume and the change due to rate:

<TABLE>
<CAPTION>
Year ended September 30,
---------------------------------------------------------------------------------------
1996 vs. 1995 1995 vs. 1994 1994 vs. 1993
-------------------------- -------------------------- ----------------------------
Increase Increase Increase
(decrease) due to (decrease) due to (decrease) due to
------------------- ------------------- -------------------
Volume Rate Total Volume Rate Total Volume Rate Total
--------- ------- -------- --------- -------- --------- --------- ------- ------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income attributable to:
Loans receivable $(48) $(45) $(93) $241 $(80) $161 $193 $(247) $(54)
Mortgage-backed securities (36) 9 (27) (50) (4) (54) (181) 28 (153)
Investment securities 92 189 281 118 (10) 108 52 (32) 20
Interest-bearing deposits (5) (77) (82) (228) 287 59 (127) 127 0
---- ---- ---- ---- ---- ---- ---- ----- -----
Total interest income 3 76 79 81 193 274 (63) (124) (187)
Interest expense attributable to:
---- ---- ---- ---- ---- ---- ---- ----- -----
Deposits 13 123 136 (86) 230 144 (36) (192) (228)
---- ---- ---- ---- ---- ---- ---- ----- -----
Total interest expense 13 123 136 (86) 230 144 (36) (192) (228)
---- ---- ---- ---- ---- ---- ---- ----- -----
Increase (decrease) in net interest income $(10) $(47) $(57) $167 $(37) $130 $(27) $ 68 $ 41
---- ---- ---- ---- ---- ---- ---- ----- -----
---- ---- ---- ---- ---- ---- ---- ----- -----
</TABLE>

ASSET AND LIABILITY MANAGEMENT

The Association, like other financial institutions, is subject to interest
rate risk to the extent that its interest-earning assets reprice differently
than its interest-bearing liabilities. Interest rate risk is defined as the
sensitivity of an institution's earnings and net asset values to changes in
interest rates. As part of its effort to monitor and manage the interest rate
risk of the Association, the Board of Directors has adopted an interest rate
risk policy which charges the Board to review quarterly reports related to
interest rate risk, to set exposure limits for the Association and to provide
management with a list of transactions that the Association may not engage in
without prior Board authorization. As of June, 1996, the Board of Directors
uses the net portfolio value (the "NPV") methodology adopted by the OTS as part
of its capital regulations. Although the Association is not currently subject
to the NPV regulations because such regulation does not apply to

-24-
<PAGE>

institutions with less than $300 million in assets and risk-based capital in
excess of 12%, the application of the NPV methodology may illustrate the
Association's interest rate risk.

Generally, NPV is the discounted present value of the difference between
incoming cash flows on interest-earning and other assets and outgoing cash flows
on interest-bearing liabilities. The application of the methodology attempts to
quantify interest rate risk as the change in the NPV which would result from a
theoretical 200 basis point (100 basis point equals 1%) change in market
interest rates. Both a 200 basis point increase in market interest rates and a
200 basis point decrease in market interest rates are considered. If the NPV
would decrease more than 2% of the present value of the institution's assets
with either an increase or a decrease in market rates, the institution would
have to deduct 50% of the amount of the decrease in excess of such 2% in the
calculation of the institution's risk-based capital, if the regulations were in
effect. Even before the regulation is in effect, the OTS could increase the
Association's risk-based capital requirement on an individualized basis to
address excess interest rate risk. See "Regulation - Office of Thrift
Supervision -- Regulatory Capital Requirements."

At September 30, 1996, 2% of the present value of the Association's assets
was approximately $931,000. Because the interest rate risk of a 200 basis point
increase in market interest rates (which was greater than the interest rate risk
of a 200 basis point decrease) was $1.3 million at September 30, 1996, the
Association would have been required to deduct $175,000 (50% of the approximate
$350,000 difference) from its capital in determining whether the Association met
its risk-based capital requirement, if the regulation had been in effect for the
Association. Regardless of such reduction, however, the Association's risk-
based capital at September 30, 1996, would still have exceeded the regulatory
requirement by approximately $5.5 million.

Presented below, as of September 30, 1996, is an analysis of the
Association's interest rate risk as measured by changes in NPV for instantaneous
and sustained parallel shifts of 100 basis points in market interest rates.
The table also contains the policy limits set by the Board of Directors of
the Association as the maximum change in NPV that the Board of Directors
deems advisable in the event of certain changes in interest rates. Such
limits have been established with consideration of the dollar impact of
various rate changes.

September 30, 1996
----------------------
Change in Interest Rate Board limit $ Change % Change
(Basis Points) % Change In NPV in NPV
- ----------------------- ----------- --------- --------
+400 (60.0)% $(2,544) (29)%
+300 (45.0) (1,929) (22)
+200 (30.0) (1,281) (15)
+100 (15.0) (620) (7)
0 - - -
(100) (15.0) 481 5
(200) (30.0) 707 8
(300) (45.0) 979 11
(400) (60.0) 1,326 15

As illustrated in the table, NPV is more sensitive to rising rates than
declining rates. Such difference in sensitivity occurs principally because, as
rates rise, borrowers do not prepay fixed-rate loans as quickly as they do when
interest rates are declining. Thus, in a rising interest rate environment, the
amount of interest the Association would receive on its loans would increase
relatively slowly as loans are slowly prepaid and new loans at higher rates are
made. Moreover, the interest the Association would pay on its deposits would
increase rapidly because the Association's deposits generally have shorter
periods to repricing. Assumptions used in calculating the amounts in this table
are OTS assumptions.

In a rising interest rate environment, the Association's net interest
income could be expected to be negatively affected. Moreover, rising interest
rates could negatively affect the Association's earnings due to diminished loan
demand. The net proceeds from the Conversion will assist the Association in
managing its interest rate risk to the extent the proceeds are invested in
short-term investments and adjustable-rate loans.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity refers to the ability of the Association to generate sufficient
cash to fund current loan demand, meet deposit withdrawals and pay operating
expenses. Liquidity is influenced by financial market conditions, fluctuations
in interest rates, general economic conditions and regulatory requirements. The
Association's liquid assets, primarily represented by cash and

-25-
<PAGE>

cash equivalents and interest-bearing deposits in other financial
institutions, are a result of its operating, investing and financing
activities. These activities are summarized in the following table for the
years ended September 30, 1996, 1995 and 1994:

<TABLE>
<CAPTION>
Year ended September 30,
---------------------------------------
1996 1995 1994
------- -------- --------
(In thousands)
<S> <C> <C> <C>
Net cash from operating activities $ 153 $ 497 $ 259
Net cash provided by (used in)
investing activities 697 (2,240) (10,149)
Net cash used in financing
activities (781) (624) (2,019)
------ ------- --------
Net change in cash and cash
equivalents 69 (2,367) (11,909)
Cash and cash equivalents at
the beginning of the period 4,013 6,380 18,289
------ ------- --------
Cash and cash equivalents at
the end of the period $4,082 $ 4,013 $ 6,380
------ ------- --------
------ ------- --------
</TABLE>

The Association's principal sources of funds are deposits, loan and
mortgage-backed securities repayments, maturities of securities and other funds
provided by operations. The Association also has the ability to borrow from the
FHLB of Cincinnati. See "REGULATION - Federal Home Loan Bank." While scheduled
loan repayments and maturing investments are relatively predictable, deposit
flows and early loan and mortgage-backed security prepayments are influenced to
a greater degree by interest rates, general economic conditions and competition.
The Association maintains investments in liquid assets based upon management's
assessment of (i) the need for funds, (ii) expected deposit flows, (iii) the
yields available on short-term liquid assets and (iv) the objectives of the
Association's asset and liability management program.

At September 30, 1996, the Association's certificates of deposit totaled
approximately $22.8 million, or 61.2% of total deposits. Of such amount,
approximately $17.6 million in certificates of deposit mature within one year.
Based on past experience and the Association's prevailing pricing strategies,
management believes that a substantial percentage of such certificates will be
renewed with the Association at maturity. If the Association is unable to renew
the maturing certificates for any reason, however, borrowings of up to $7.3
million are available from the FHLB of Cincinnati.

OTS regulations presently require the Association to maintain an average
daily balance of liquid assets, which may include, but are not limited to,
investments in U.S. Treasury and federal agency obligations and other
investments having maturities of five years or less, in an amount equal to 5% of
the sum of the Association's average daily balance of net withdrawable deposit
accounts and borrowings payable in one year or less. The liquidity requirement,
which may be changed from time to time by the OTS to reflect changing economic
conditions, is intended to provide a source of relatively liquid funds upon
which the Association may rely if necessary to fund deposit withdrawals or other
short-term funding needs. At September 30, 1996, the Association's regulatory
liquidity ratio was 52.2%. At such date, the Association had commitments to
originate loans and loans in process totaling $149,000 and no commitments to
purchase or sell loans. The Association considers its liquidity and capital
resources sufficient to meet its outstanding short-term and long-term needs. See
Note H to Financial Statements.

The Association is required by applicable law and regulations to meet
certain minimum capital standards. Such capital standards include a tangible
capital requirement, a core capital requirement or leverage ratio and a risk-
based capital requirement. See "REGULATION - Office of Thrift Supervision --
Regulatory Capital Requirements." The Association exceeded all of its
regulatory capital requirements at September 30, 1996.

The tangible capital requirement requires a savings and loan association to
maintain "tangible capital" of not less than 1.5% of the association's adjusted
total assets. Tangible capital is defined in OTS regulations as core capital
minus any intangible assets.

"Core capital" is comprised of common shareholders' equity (including
retained earnings), noncumulative preferred stock and related surplus, minority
interests in consolidated subsidiaries, certain nonwithdrawable accounts,
pledged deposits of mutual associations and intangible assets, primarily certain
purchased mortgage servicing rights and qualifying supervisory goodwill, which
was includable in core capital prior to January 1, 1995, in accordance with a
phase-out schedule. OTS

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<PAGE>

regulations require a savings and loan association to maintain core capital
of at least 3% of the association's total assets. The OTS has proposed to
increase such requirement to 4% and 5%, except for those associations with
the highest examination rating and acceptable levels of risk. See "REGULATION
- - Office of Thrift Supervision -- Regulatory Capital Requirements."

OTS regulations require that a savings and loan association maintain "risk-
based capital" in an amount not less than 8% of its risk-weighted assets. Risk-
based capital is defined as core capital plus certain additional items of
capital, which in the case of the Association includes a general loan loss
allowance of $50,000 at September 30, 1996.

The following table summarizes the Association's regulatory capital
requirements and actual capital at September 30, 1996 and 1995:

Excess of actual
capital over current Applicable
Actual capital Current requirement requirement asset total
--------------------- ---------------------- --------------------- -----------
September 30, 1996 Amount Percent Amount Percent Amount Percent
- ------------------ ------ ------- ------ ------- ------ -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Tangible capital $7,063 15.7% $ 673 1.5% $6,390 14.2% $44,864
Core capital 7,063 15.7 1,346 3.0 5,717 12.7 44,864
Risk-based capital 7,113 49.1 1,159 8.0 5,954 41.1 14,485

</TABLE>

For information concerning the Association's regulatory capital on a pro
forma basis after the Conversion, see "REGULATORY CAPITAL COMPLIANCE."

At September 30, 1996, the Association had no material commitments for
capital expenditures.

ONE-TIME SAIF ASSESSMENT

The Association, a SAIF-insured institution, is subject to regulation by
the OTS and the FDIC. The FDIC is authorized to establish different annual
assessment rates for deposit insurance for members of the BIF and the SAIF.
Legislation to recapitalize the SAIF and eliminate the significant premium
disparity between the SAIF and the BIF became effective September 30, 1996. The
recapitalization plan provided for the recapitalization of the SAIF by means of
a special assessment of $.657 per $100 of SAIF deposits held at March 31, 1995,
in order to increase SAIF reserves to the level required by law. Based on its
$37.6 million in deposits at March 31, 1995, the Association paid an additional
assessment of $246,000 on November 27, 1996. The payment of the assessment was
recorded as an expense as of September 30, 1996, reducing capital and earnings
for the three months ended September 30, 1996, by an after-tax amount of
approximately $162,000.

The recapitalization plan also provides for the merger of the SAIF and BIF
effective January 1, 1999, assuming all savings associations have become banks.
As a result, it is expected that the thrift charter or the separate regulation
of thrifts will be eliminated. The Association would, therefore, be regulated
under federal law as a bank, and, become subject to the more restrictive
activity limitations imposed on national banks. See "RISK FACTORS - Legislation
and Regulation Which May Adversely Affect the Association's Earnings," and
"REGULATION - FDIC Regulations -- Assessments."

IMPACT OF RECENT ACCOUNTING STANDARDS

In June 1993, the Financial Accounting Standards Board ("FASB") adopted
SFAS No. 114, "Accounting by Creditors for Impairment of a Loan." SFAS No. 114,
which is effective for fiscal years beginning after December 14, 1994, requires
that impaired loans be measured based on the present value of expected future
cash flows discounted at the loan's effective interest rate or, as a practical
expedient, at the loan's observable market price or fair value of the
collateral. The Association's loans which might be affected are collateral
dependent, and Association's current procedures for evaluating impaired loans
result in carrying such loans at the lower of cost or fair value. Management
adopted SFAS No. 114 on October 1, 1995, without a significant detrimental
effect on Association's overall financial position or results of operations.

In May 1995, the FASB issued SFAS No. 122 "Accounting for Mortgage
Servicing Rights," which requires that the Association recognize as separate
assets rights to service mortgage loans for others, regardless of how those
servicing rights are acquired. An institution that acquires mortgage servicing
rights through either the purchase or origination of mortgage

-27-
<PAGE>

loans and sells those loans with servicing rights retained would allocate
some of the cost of the loans to the mortgage servicing rights. SFAS No. 122
requires that securitizations of mortgage loans be accounted for as sales of
mortgage loans and acquisitions of mortgage-backed securities. Additionally,
SFAS No. 122 requires that capitalized mortgage servicing rights and
capitalized excess servicing receivables be assessed for impairment.
Impairment is measured based on fair value. SFAS No. 122 was effective for
fiscal years beginning after December 15, 1995 (October 1, 1996, as to the
Association) to transactions in which an entity acquires mortgage servicing
rights and to impairment evaluations of all capitalized mortgage servicing
rights and capitalized excess servicing receivables whenever acquired.
Retroactive application is prohibited, and earlier adoption is encouraged.
Management does not anticipate any material impact of adopting SFAS No. 122,
or revisions thereto due to the fact that the Association does not currently
sell loans.

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

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

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

SFAS No. 125 provides that a liability is removed from the balance sheet
only if the debtor either pays the creditor and is relieved of its obligations
for the liability or is legally released from being the primary obligor. SFAS
No. 125 supersedes SFAS No. 122 and is effective for transfers and servicing of
financial assets and extinguishment of liabilities occurring after December 31,
1997, and is to be applied prospectively. Earlier or retroactive application is
not permitted. Management does not believe that the adoption of SFAS No. 125
will have a material adverse effect on the Association's financial position or
results of operations.

IMPACT OF INFLATION AND CHANGING PRICES

The financial statements and notes thereto included herein have been
prepared in accordance with generally accepted accounting principles ("GAAP").
GAAP requires the Association to measure financial and operating results in
terms of historical dollars. Changes in the relative value of money due to
inflation or recession are generally not considered.

In management's opinion, changes in interest rates affect the financial
condition of a financial institution to a far greater degree than changes in the
inflation rate. While interest rates are greatly influenced by changes in the
inflation rate,

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<PAGE>

they do not change at the same rate or in the same magnitude as the inflation
rate. Rather, interest rate volatility is based on changes in the expected
rate of inflation, as well as on changes in monetary and fiscal policies.

SUMMARY OF RECENT DEVELOPMENTS

The following table sets forth certain information concerning the financial
condition of the Association at December 31, 1996, and September 30, 1996, and
selected earnings and other data for the Association for the three months ended
December 31, 1996 and 1995. The selected financial and other data of the
Association set forth below does not purport to be complete and should be read
in conjunction with, and is qualified in its entirety by, the more detailed
information, including the financial statements and related notes, appearing
elsewhere herein. In the opinion of management, the financial information at
December 31, 1996, and for the three months ended December 31, 1996 and 1995,
reflects all adjustments (consisting only of normal recurring accruals) which
are necessary to present fairly the results for such periods. Results for
the three-month periods ended December 31, 1996 and 1995, may not be
indicative of operations of the Association on an annualized basis.

SELECTED FINANCIAL CONDITION: December 31, September 30,
1996 1996
------------ -------------
(In thousands)
<S> <C> <C>
Total amount of:
Assets $45,729 $45,547
Cash and cash equivalents 3,711 4,082
Certificates of deposit in other financial institutions 6,540 7,040
Investment securities - at cost 8,379 9,062
Investment securities designated as available for sale -
at market 805 712
Mortgage-backed securities - at cost 1,495 1,549
Loans receivable - net 23,639 21,996
Real estate acquired through foreclosure - -
Deposits 37,425 37,282
Unrealized gains on securities designated as available
for sale (1) 512 451
Retained earnings, net, substantially restricted 7,649 7,514

<CAPTION>
Three months ended
December 31,
--------------------------------
SELECTED OPERATING DATA 1996 1995
------ ------
(In thousands)
<S> <C> <C>
Interest income $ 798 $ 835
Interest expense 426 452
------- -------
Net interest income 372 383
Provision for losses on loans - 11
------- -------
Net interest income after provision for losses on loans 372 372
Other income 2 2
General, administrative and other expenses 262 248
------- -------
Earnings before income taxes 112 126
Federal income taxes 38 46
------- -------
Net earnings $ 74 $ 80
------- -------
------- -------
</TABLE>

_____________________________

(1) The Association adopted SFAS No. 115, "Accounting for Certain Investments
in Debt and Equity Securities," on October 1, 1994. As of and subsequent
to that date, the Association carries at market value securities designated
as available for sale.

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<PAGE>

At or for the three months
ended December 31,
------------------------------
SELECTED FINANCIAL RATIOS AND OTHER DATA: 1996 1995
------ ------

Performance ratios:
Return on average assets (1)(2) .65% .70%
Return on average equity (2)(3) 3.90 4.42
Interest rate spread (4) 2.64 2.70
Net interest margin (5) 3.35 3.43
Operating expenses to average assets 2.30 2.16
Equity to assets (6) 16.73 15.91

Asset quality ratios:
Nonperforming assets to total assets 0.99 0.03
Nonperforming loans to total loans 1.91 0.06
Allowance for losses on loans to
total loans 0.22 0.22
Allowance for losses on loans to
nonperforming loans 11.53 333.33
Net charge-offs to average loans - -

Average interest-earning assets to
average interest-bearing liabilities 118.60 117.96

Other data:
Number of full service offices 2 2

______________________________

(1) Net earnings divided by average assets.

(2) Annualized. Based on arithmetic average of beginning and ending balances.

(3) Net earnings divided by average equity capital.

(4) Average yield on interest-earning assets less average cost of interest-
bearing liabilities.

(5) Net interest income as a percentage of average interest-earning assets.

(6) At the end of the respective periods.

The following table summarizes the Association's regulatory capital
requirements and actual capital at December 31, 1996:

<TABLE>
<CAPTION>
Excess of actual
Actual capital Current requirement current requirement
----------------- ------------------- -------------------
Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Tangible capital $7,137 15.9% $ 674 1.5% $6,463 14.4%
Core capital 7,137 15.9 1,349 3.0 5,788 12.9
Risk-based capital 7,187 15.7 1,223 8.0 5,954 39.0
</TABLE>

Management's Discussion and Analysis of Recent Developments

The Association's assets at December 31, 1996, totaled approximately
$45.7 million, a $182,000, or .40%, increase over the $45.5 million total at
September 30, 1996. The increase resulted primarily from an increase in
loans receivable funded with excess liquidity.

Liquid assets (cash and cash equivalents, certificates of deposit and
investment securities) totaled $19.4 million at December 31, 1996, a decrease
of $1.5 million from the total at September 30, 1996. This decrease resulted
primarily from the use of liquid assets to fund loan originations during the
quarter ended December 31, 1996. Repayments from mortgage-backed securities
and an increase in deposits also provided funds for loan originations.

Loans receivable totaled $23.6 million at December 31, 1996, an increase
of $1.6 million, or 7.5%, from September 30, 1996. This increase resulted
primarily from loan originations of $2.2 million, which exceeded principal
repayments of $529,000. The Association's allowance for loan losses totaled
$52,000 at December 31, 1996, and September 30, 1996. The allowance
represented .22% and .24% of total loans at December 31, 1996, and September 30,
1996. Nonperforming loans totaled $451,000 and $139,000, or 1.91% and .63% of
total loans, at December 31, 1996, and September 30, 1996, respectively. The
increase of $312,000 in nonperforming loans was primarily attributable to a
nonresidential real estate loan with an outstanding balance of $325,000.
Management believes, however, that the collateral on such property is
sufficient and anticipates no losses on the property.

Deposits totaled $37.4 million at December 31, 1996, an increase of
$143,000, or .4%, from the total at September 30, 1996. Demand accounts
decreased by approximately $471,000 while certificates of deposit increased
by $614,000 during the quarter ended December 31, 1996. At December 31,
1996, certificates of deposit that will mature within one year accounted for
41.3% of the Association's assets.

Net earnings totaled $74,000 for the three months ended December 31,
1996, a $6,000, or 7.5%, decrease from the $80,000 of net earnings recorded
for the three months ended December 31, 1995. The decrease in earnings
resulted primarily from a $14,000 increase in general, administrative and
other expenses and an $11,000 decrease in net interest income, which were
partially offset by an $11,000 decrease in the provision for loan losses and
an $8,000 decrease in the provision for federal income taxes.

Interest income decreased by $37,000, or 4.4%, for the three months
ended December 31, 1996, compared to the three months ended December 31,
1995. The decrease resulted primarily from a decrease in the weighted
average balances of loans outstanding during the period. Interest expense on
deposits decreased by $26,000, or 5.8%, due primarily to a decrease in the
deposit portfolio, coupled with a decrease in the cost of deposits. Net
interest income decreased by $11,000, or 2.9%, for the three months ended
December 31, 1996, compared to the same quarter in 1995.

General, administrative and other expenses increased by $14,000, or 5.6%
for the quarter ended December 31, 1996, compared to the same quarter in
1995. The increase resulted primarily from a $16,000, or 12.7%, increase in
employee compensation and benefits due to increased staffing levels and
normal merit increases.

The provision for federal income taxes was $38,000 for the three months
ended December 31, 1996, as compared to $46,000 for the same 1995 quarter.
The $8,000, or 17.4%, decrease resulted from a $14,000 decline in earnings
before taxes. The effective tax rates were 33.9% and 36.5% for the three
months ended December 31, 1996 and 1995, respectively.

THE BUSINESS OF THE ASSOCIATION

GENERAL

The Association is a mutual savings and loan association which was
organized under Ohio law in 1883. Subject to supervision and regulation by the
OTS, the Division and the FDIC, the Association is a member of the FHLB of
Cincinnati, and the deposits of the Association are insured up to applicable
limits by the FDIC in the SAIF. See "REGULATION."

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<PAGE>

The Association is principally engaged in the business of originating
mortgage loans secured by first mortgages on one- to four-family residential
real estate located in its primary market area of Hamilton County, Ohio, and
portions of the contiguous counties. The Association also originates a
limited number of loans for the construction of one- to four-family
residential real estate, permanent mortgage loans secured by multifamily real
estate (over four units) and nonresidential real estate in its primary market
area, and secured consumer loans. See "Lending Activities." For liquidity
and interest rate risk management purposes, the Association invests in
interest-bearing deposits in other financial institutions, U.S. Government
and agency obligations and mortgage-backed securities. See "Investment
Activities." Funds for lending and other investment activities are obtained
primarily from savings deposits, which are insured up to applicable limits by
the FDIC, and loan principal repayments. See "Deposits and Borrowings."

Interest on loans and investments is the Association's primary source of
income. The Association's principal expense is interest paid on deposit
accounts. Operating results are dependent to a significant degree on the net
interest income of the Association, which is the difference between interest
income earned on loans, mortgage-backed securities and other investments and
interest paid on deposits. Like most thrift institutions, the Association's
interest income and interest expense are significantly affected by general
economic conditions and by the policies of various regulatory authorities.
See "RISK FACTORS - Interest Rate Risk and Historic Earnings" and
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Asset and Liability Management."

MARKET AREA

The Association conducts business from its main office in Mt. Healthy,
Ohio, and from its full-service branch office located in North Bend, Ohio.
The Association's primary market area for lending and deposit activity is
Hamilton County, Ohio, which includes the City of Cincinnati within its
boundaries. Located in southwest Ohio and served by both Interstate 75 and
71, Hamilton County is a major center for manufacturing, wholesaling and
retailing. Major employers in Hamilton County include manufacturing
companies such as Procter & Gamble Co., G.E. Aircraft Engines and Cincinnati
Milacron, wholesale/retail businesses such as The Kroger Co. and government
entities such as the City of Cincinnati, the University of Cincinnati and the
Cincinnati Public Schools.

Hamilton County has a population of approximately 866,000, which has
remained relatively unchanged since 1990. By contrast, the period from 1990
to 1995 was characterized by 5.7% growth in the national population and 2.8%
in the population of Ohio, while the population of Mt. Healthy decreased
1.5%, to approximately 44,000 in 1995. Both Hamilton County and Mt. Healthy
had a higher per capita income than either Ohio or the United States during
the period from 1990 to 1995. In 1995, the per capita income levels in
Hamilton County and Mt. Healthy were $18,004 and $16,805, respectively,
compared to $15,708 for Ohio and $16,405 for the nation. The median
household income level of Hamilton County and Mt. Healthy was $29,498 and
$34,085 in 1995, respectively, compared to $29,276 and $28,255 in Ohio and
the United States, respectively. Of the housing in Hamilton County, 58.3% is
owner-occupied, compared to 74.9% in Mt. Healthy, 67.5% in Ohio and 64.2% in
the United States. The median housing value in Hamilton County in 1990 was
$72,246, compared to $64,696 in Mt. Healthy, $63,457 in the State of Ohio and
$79,098 in the United States.

An economic indicator that pertains more directly to the banking and
thrift industries is the issuance of new housing permits. In 1994, 1,676 new
housing permits were issued in Hamilton County, a 12.9% decrease from 1993,
compared to increases of 5.2% and 8.8% in Ohio and the United States,
respectively. Another key economic indicator is the rate of unemployment.
Unemployment has declined by 16.4% in Hamilton County since 1993, from 5.5%
to 4.6%, compared to declines of 7.7% in Ohio and 7.4% in the United States.
The source of the statistics disclosed in this and the preceding paragraph is
the 1996 SOURCEBOOK OF DEMOGRAPHICS, produced by CACI, Inc.

Although, there is only one other institution competing for deposits in
Mt. Healthy, the Association has only 1.1% of the thrift deposits and 0.7% of
all financial deposits in Hamilton County.

LENDING ACTIVITIES

GENERAL. The Association's principal lending activity is the
origination of conventional real estate loans secured by one- to four-family
residences located in the Association's primary market area. A limited
number of loans secured by multifamily properties containing five units or
more and by nonresidential real estate and loans for the construction of
residences have been originated by the Association. In addition to real
estate lending, the Association originates a limited number of loans secured
by deposit accounts.

-31-

<PAGE>

LOAN PORTFOLIO COMPOSITION. The following table presents certain
information in respect of the composition of the Association's loan portfolio
at the dates indicated:

<TABLE>
<CAPTION>
At September 30,
---------------------------------------------------------------
1996 1995 1994
-------------------- -------------------- -----------------
Percent Percent Percent
of total of total of total
Amount loans Amount loans Amount loans
------- -------- ------- -------- ------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Real estate loans:
One- to four-family $20,404 92.8 $21,093 91.6% $21,299 90.0%
Multifamily 407 1.9 465 2.0 500 2.1
Nonresidential 1,168 5.3 1,431 6.3 1,627 6.9
Construction - - 146 0.6 260 1.1
------- ----- ------- ----- ------ -----
Total real estate loans 21,979 100.0 23,135 100.5 23,686 100.1
Consumer loans:
Loans on deposits 96 0.4 118 0.5 117 0.5
------- ----- ------- ----- ------ -----
Total loans 22,075 100.4 23,253 101.0 23,803 100.6
Less:
Undisbursed portion of loans in process - - 146 0.6 41 0.1
Unearned and deferred income 27 0.2 50 0.2 65 0.3
Allowance for losses on loans 52 0.2 39 0.2 39 0.2
------- ----- ------- ----- ------ -----
Net loans $21,996 100.0% $23,018 100.0% $23,658 100.0%
------- ----- ------- ----- ------ -----
------- ----- ------- ----- ------ -----
</TABLE>

LOAN MATURITY SCHEDULE. The following table sets forth certain
information as of September 30, 1996, regarding the dollar amount of loans
maturing in the Association's portfolio based on their contractual terms to
maturity before consideration of net items. Demand loans and other loans
having no stated schedule of repayments or no stated maturity are reported as
due in one year or less.

Due during the year ending Due 4-5 Due 6-10 Due 11-20 Due more
September 30, years years years than 20
-------------------------- after after after years after
1997 1998 1999 9/30/96 9/30/96 9/30/96 9/30/96 Total
---- ---- ---- ------- -------- --------- ----------- -----
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Real estate loans:
One- to four-family $492 $40 $61 $478 $1,462 $9,777 $8,094 $20,404
Multifamily - 1 1 - 66 339 - 407
Nonresidential - 1 3 - 190 974 - 1,168
Consumer loans 61 18 17 - - - - 96
---- --- ---- ------ ------- ------- ------ -------
Total $553 $60 $82 $478 $1,718 $11,090 $8,094 $22,075
---- --- ---- ------ ------- ------- ------ -------
---- --- ---- ------ ------- ------- ------ -------
</TABLE>

All of the Association's loans have fixed rates of interest.

LOANS SECURED BY ONE- TO FOUR-FAMILY RESIDENCES. The principal lending
activity of the Association is the origination of conventional loans secured
by first mortgages on one- to four-family residences, primarily single-family
residences located within the Association's primary market area. At
September 30, 1996, the Association's one- to four-family residential loans
totaled approximately $20.4 million, or 92.8% of total loans.

OTS regulations and Ohio law limit the amount which the Association may
lend in relationship to the appraised value of the real estate and
improvements which will secure the loan (the "LTV") at the time of loan
origination. In accordance with such regulations, the Association makes
fixed-rate loans on one-to four-family residences up to 95% of the value of
the real estate and improvements thereon, although most of the Association's
one- to four-family loans have an LTV of 80% or less. The Association
requires private mortgage insurance for the amount of such loans in excess of
89% of the value of the real estate securing such loans.

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<PAGE>

Fixed-rate loans are offered by the Association, currently for terms of
up to 30 years, though most loans are originated with terms of 20 years or
less. At September 30, 1996, the Association did not originate
adjustable-rate mortgage loans ("ARMs"). Currently, however, the Association
is offering ARMs for terms of up to 30 years with various alternative
features in an effort to decrease the Association's interest rate risk. The
interest rate adjustment periods on the ARMs are either one year or a fixed
rate for seven years followed by one-year adjustment periods. The interest
rate adjustments on ARMs presently originated by the Association are tied to
the U.S. Treasury maturities index. Rate adjustments are computed by adding a
stated margin, typically 2.5%, to the index. The maximum allowable
adjustment at each adjustment date is usually 1% with a maximum adjustment of
5% over the term of the loan.

The initial rate on ARMs originated by the Association may be less than
the sum of the index at the time of origination plus the specified margin.
Such loans may be subject to greater risk of default as the interest rate
adjusts to the fully-indexed level, although such increase is considered in
the Association's underwriting of any such loans with a one-year adjustment
period.

The Association also makes closed-end home equity loans, which do not
provide the borrower with a line of credit at the Association, in an amount
which, when added to the prior indebtedness secured by the real estate, does
not exceed 80% of the estimated value of the real estate. Home equity loans
are secured by real estate and are made only to borrowers as to whom the
Association holds the first mortgage. Of the $20.4 million of one- to
four-family residential loans, approximately $280,000 were closed-end home
equity loans.

LOANS SECURED BY MULTIFAMILY RESIDENCES. In addition to loans on one-
to four-family properties, the Association originates a limited number of
loans secured by multifamily properties, which contain more than four units.
At September 30, 1996, loans secured by multifamily residences totaled
approximately $407,000, or 1.9% of total loans. At September 30, 1996, the
largest single loan secured by a multifamily residence was $191,000 and was
performing in accordance with its terms. Multifamily loans are offered with
fixed rates for terms of up to 30 years and have LTVs of up to 80%.

Multifamily lending is generally considered to involve a higher degree
of risk than one- to four-family residential lending because the borrower
typically depends upon income generated by the project to cover operating
expenses and debt service. The profitability of a project can be affected by
economic conditions, government policies and other factors beyond the control
of the borrower. The Association attempts to reduce the risk associated with
multifamily lending by evaluating the creditworthiness of the borrower and
the projected income from the project and by obtaining personal guarantees on
loans made to corporations and partnerships. The Association requires
borrowers to agree to submit financial statements annually to enable the
Association to monitor the loan and requires the assignment of rents.

LOANS SECURED BY NONRESIDENTIAL REAL ESTATE. The Association also
originates loans for the purchase of nonresidential real estate located
within close proximity to the Association's offices, though it has not
originated such a loan in the last three years. Among the properties
securing the nonresidential real estate loans originated by the Association
are office buildings, retail properties and a veterinary clinic, all located
within the immediate vicinity of the Association's offices. At September 30,
1996, approximately $1.2 million, or 5.3%, of the Association's total loans
were secured by mortgages on nonresidential real estate. The Association's
nonresidential real estate loans have fixed rates, terms of up to 20 years
and LTVs of up to 75%. See "Delinquent Loans, Nonperforming Assets and
Classified Assets."

Although loans secured by nonresidential real estate have higher
interest rates than one- to four-family residential real estate loans,
nonresidential real estate lending is generally considered to involve a
higher degree of risk than residential lending due to the relatively larger
loan amounts and the effects of general economic conditions on the successful
operation of income-producing properties. The Association has endeavored to
reduce such risk by evaluating the credit history of the borrower, the
location of the real estate, the financial condition of the borrower, the
quality and characteristics of the income stream generated by the property
and the appraisals supporting the property's valuation. The Association also
requires personal guarantees.

CONSTRUCTION LOANS. The Association has made in the past a limited
number of loans for the construction of residential real estate. Such loans
are structured as permanent loans with fixed rates of interest and terms of
up to 30 years. During the first six months while the residence is being
constructed, the borrower is required to pay interest only. Such loans have
an LTV of 80% or less, with the value of the land counting as part of the
down payment if already owned. Construction loans originated by the
Association are made to owner-occupants for the construction of single-family
homes by a general contractor. At September 30, 1996, the Association had no
construction loans.

-33-
<PAGE>

COMMERCIAL LOANS. The Association does not issue any letters of credit
or originate or purchase any loans for commercial, business or agricultural
purposes, other than loans secured by real estate.

CONSUMER LOANS. The Association makes loans at fixed rates of interest
to depositors on the security of their deposit accounts. At September 30,
1996, the Association had approximately $96,000, or 0.4% of total loans,
invested in such consumer loans.

LOAN SOLICITATION AND PROCESSING. Loan originations are developed from
a number of sources, including continuing business with depositors, other
borrowers and real estate developers, solicitations by the Association's
lending staff and walk-in customers.

Loan applications for permanent real estate loans are taken by loan
personnel. The Association typically obtains a credit report, verification
of employment and other documentation concerning the creditworthiness of the
borrower. An appraisal of the fair market value of the real estate which
will be given as security for the loan is prepared by an appraiser approved
by the Board of Directors. Upon the completion of the appraisal and the
receipt of information on the credit history of the borrower, the application
for a loan is submitted for review in accordance with the Association's
underwriting guidelines. The Managing Officer of the Association has
authority to approve loans of less than $100,000. Loans for amounts ranging
from $100,001 to $200,000 must be approved by a directors' committee, and
loans of greater than $200,000 must be approved by the full Board of
Directors of the Association.

Until October 1995, if a mortgage loan application was approved, the
Association typically obtained an attorney's opinion of title. Presently,
the Association obtains title insurance on loans secured by real estate
unless the borrower is seeking to refinance a loan the Association
originated. Borrowers are required to carry satisfactory fire and casualty
insurance and flood insurance, if applicable, and to name the Association as
an insured mortgagee.

The procedure for approval of construction loans is the same as for
permanent real estate loans, except that an appraiser evaluates the building
plans, construction specifications and estimates of construction costs. The
Association also evaluates the feasibility of the proposed construction
project and the experience and record of the builder. Once approved, the
construction loan is disbursed in portions based upon periodic inspections of
construction progress.

LOAN ORIGINATIONS AND PARTICIPATION. Currently, the Association is
offering both fixed-rate and adjustable-rate loans, with no intention
of selling such loans in the secondary market. Prior to September 1996, the
Association originated only fixed-rate loans. The Association does not
service loans for other financial institutions.

The following table presents the Association's loan origination activity
for the periods indicated:

<TABLE>
<CAPTION>
Year ended September 30,
-------------------------------
1996 1995 1994
-------- --------- ---------
(In thousands)
<S> <C> <C> <C>
Loans originated:
One- to four-family residential $2,515 $2,115 $10,216
Nonresidential 38 - 368
Construction - 146 41
Consumer 30 97 37
------ ------ -------
Total loans originated 2,583 2,358 10,662

Principal repayments (3,621) (3,018) (6,008)

Increase in other items, net (1) 16 20 59
------ ------ -------
Net increase (decrease) $(1,022) $ (640) $ 4,713
------ ------ -------

------ ------ -------
</TABLE>

_____________________________

(1) Other items consist of loans in process, deferred loan origination fees and
allowance for loan losses.

OTS regulations generally limit the aggregate amount that a savings
association may lend to any one borrower to an amount equal to 15% of the
association's total capital for risk-based purposes plus any loan reserves
not already included in total

-34-

<PAGE>

capital (collectively, "Unimpaired Capital"). A savings association may lend
to one borrower an additional amount not to exceed 10% of the association's
Unimpaired Capital if the additional amount is fully secured by certain forms
of "readily marketable collateral." Real estate is not considered "readily
marketable collateral." In addition, the regulations require that loans to
certain related or affiliated borrowers be aggregated for purposes of such
limits. Two exceptions to these limits permit loans to one borrower of up to
$500,000 "for any purpose" and, subject to certain conditions, including OTS
prior approval, loans to one borrower for the development of domestic
residential housing units in amounts up to the lesser of $30 million or 30%
of the saving associations total capital.

Based on such limits, the Association was able to lend approximately
$1.1 million to one borrower at September 30, 1996. The largest amount the
Association had outstanding to one borrower at September 30, 1996, was
$540,300, consisting of three loans, the largest of which had an outstanding
balance of $308,200, which was secured by one- to four-family real estate and
which was performing in accordance with it terms. The other two loans were
secured by nonresidential real estate and were performing in accordance with
their terms.

DELINQUENT LOANS, NONPERFORMING ASSETS AND CLASSIFIED ASSETS. Payments
on loans made by the Association are due on the first day of the month with
the interest portion of the payment applicable to interest accrued during the
prior month. When a loan payment has not been made by the thirtieth of the
month, a late notice is sent. In addition, if the loan is on the borrower's
primary residence, the Association will send a notice of available counseling
for delinquent borrowers. If payment is not received by the sixtieth day, a
second notice is sent. Telephone calls are made to the borrower in
connection with both the 30- and 60-day notices. If the Association is
unable to make contact with the borrower by mail or telephone, a
representative from the Association will make a personal visit to the
property in an attempt to speak with the borrower.

When a loan secured by real estate becomes more than 90 days delinquent
it is considered nonperforming by the Association and the above steps are
repeated and a letter is sent to the borrower by the Association to inform
the borrower that foreclosure proceedings will begin if the loan is not
brought current promptly. The borrower is also counseled to make every
effort to sell the property before it is lost in a sheriff's sale. If the
customer fails to take any action, a request is made to the Board of
Directors to authorize foreclosure proceedings.

If a foreclosure occurs, the real estate is sold at public sale and may
be purchased by the Association, to be sold as soon as possible by the
Association without the use of a real estate agent.

The following table reflects the amount of loans in a delinquent status
as of the dates indicated:

<TABLE>
<CAPTION>
At September 30,
-------------------------------------------------------------------------------------------
1996 1995 1994
----------------------------- --------------------------- -----------------------------
Percent Percent Percent
of total of total of total
Number Amount loans Number Amount loans Number Amount loans
------ ------ -------- ------ ------- -------- ------ ------ --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Loans delinquent for:
30 - 59 days 14 $337 1.6% 17 $902 3.9% 23 $424 2.3%
60 - 89 days 3 380 1.7 2 20 0.1 2 45 0.2
90 days and over 6 139 .6 - - - - - -
-- ---- ---- -- ---- ---- -- ---- ----
Total delinquent loans 23 $856 3.9% 19 $922 4.0% 25 $469 2.5%
-- ---- ---- -- ---- ---- -- ---- ----
-- ---- ---- -- ---- ---- -- ---- ----
</TABLE>

-35-
<PAGE>

The following table sets forth information with respect to the accrual
and nonaccrual status of the Association's loans and other nonperforming
assets at the dates indicated:

At September 30,
-------------------------------
1996 1995 1994
-------- --------- ---------
(Dollars in thousands)

Accruing loans delinquent more
than 90 days (1) $139 $ - $ -
Loans accounted for on a
nonaccrual basis:
Real estate
One- to four-family - - -
Multifamily - - -
Nonresidential - - -
Consumer - - -
---- ---- ----
Total nonaccrual loans - - -
---- ---- ----
Total nonperforming loans 139 - -
Real estate acquired through
foreclosure - - -
---- ---- ----

Total nonperforming assets $139 $ - $ -
---- ---- ----
---- ---- ----
Allowance for loan losses $ 52 $39 $39
---- ---- ----
---- ---- ----

Nonperforming assets as a
percent of total assets 0.3% N/A N/A

Nonperforming loans as
a percent of total loans 0.6% N/A N/A

Allowance for loan losses as
a percent of
nonperforming loans 37.4% N/A N/A

_____________________________

(1) Consists entirely of one- to four-family residential loans for all dates
presented.

The Association had no nonaccruing loans during the year ended September
30, 1996.

OTS regulations require that each thrift institution classify its own
assets on a regular basis. Problem assets are classified as "substandard,"
"doubtful" or "loss." "Substandard" assets have one or more defined
weaknesses and are characterized by the distinct possibility that the
Association will sustain some loss if the deficiencies are not corrected.
"Doubtful" assets have the same weaknesses as "substandard" assets, with the
additional characteristics that (i) the weaknesses make collection or
liquidation in full, on the basis of currently existing facts, conditions and
values, questionable and (ii) there is a high possibility of loss. An asset
classified "loss" is considered uncollectible and of such little value that
its continuance as an asset of the Association is not warranted. The
regulations also contain a "special mention" category, consisting of assets
which do not currently expose an institution to a different degree of risk to
warrant classification but which possess credit deficiencies or potential
weaknesses deserving management's' close attention.

-36-

<PAGE>

The aggregate amounts of the Association's classified assets at the dates
indicated were as follows:

<TABLE>
<CAPTION>
At September 30,
-------------------------------
1996 1995 1994
-------- --------- ---------
(In thousands)
<S> <C> <C> <C>
Classified assets:
Substandard $51 $15 $52
Doubtful - - -
Loss 2 2 3
--- --- ---
Total classified assets $53 $17 $55
--- --- ---
--- --- ---
</TABLE>

The Association establishes general allowances for loan losses for any
loan classified as substandard or doubtful. If an asset, or portion thereof,
is classified as loss, the Association establishes specific allowances for
losses in the amount of 100% of the portion of the asset classified loss.
See "Allowance for Loan Losses." Generally, the Association charges off the
portion of any real estate loan deemed to be uncollectible.

The Association analyzes each classified asset on a monthly basis to
determine whether changes in the classifications are appropriate under the
circumstances. Such analysis focuses on a variety of factors, including the
amount of any delinquency and the reasons for the delinquency, if any, the
use of the real estate securing the loan, the status of the borrower and the
appraised value of the real estate. As such factors change, the
classification of the asset will change accordingly.

ALLOWANCE FOR LOAN LOSSES. The Association maintains an allowance for
loan losses based upon a number of relevant factors, including, but not
limited to, growth and changes in the composition of the loan portfolio,
trends in the level of delinquent and problem loans, current and anticipated
economic conditions in the primary lending area, past loss experience and
possible losses arising from specific problem assets.

The single largest component of the Association's loan portfolio
consists of one- to four-family residential real estate loans. Substantially
all of these loans are secured by property in the Association's lending area
of Hamilton County, Ohio, which has a fairly stable economy. The
Association's practice of making loans primarily in its local market area has
contributed to a low historical charge-off rate. In addition to one- to
four-family residential real estate loans, the Association makes home equity,
multifamily residential real estate, nonresidential real estate and
construction loans. These real estate loans are also secured by property in
the Association's lending area. The Association has not experienced any
significant charge-offs from these other real estate loan categories in
recent years. Only 0.4% of the Association's total loans are comprised of
consumer loans, which carry a higher degree of risk than the real estate
loans.

The following table sets forth an analysis of the Association's
allowance for loan losses for the periods indicated:

<TABLE>
<CAPTION>
Year ended September 30,
-------------------------------
1996 1995 1994
-------- --------- ---------
(Dollars in thousands)
<S> <C> <C> <C>
Balance at beginning of period $39 $39 $39
Loans charged-off:
Residential real estate loans - - -
Nonresidential real estate loans - - -
Consumer loans - - -
--- --- ---
Total charge-offs - - -
Recoveries - - -
Provision for possible loan losses 13 - -
--- --- ---
Balance at end of period $52 $39 $39
--- --- ---
--- --- ---
Ratio of net charge-offs to average loans - - -
--- --- ---
--- --- ---
Ratio of allowance for loan losses
to total loans .24% .17% .16%
--- --- ---
--- --- ---
</TABLE>

-37-

<PAGE>

The allowance for loan losses is based on estimates and is, therefore,
monitored monthly and adjusted as necessary to provide an adequate allowance.

INVESTMENT ACTIVITIES

Federal regulation and Ohio law permit the Association to invest in
various types of investment securities, including interest-bearing deposits
in other financial institutions, U.S. Treasury and agency obligations,
mortgage-backed securities and certain other specified investments. The
Board of Directors of the Association has adopted an investment policy which
authorizes management to make investments in U.S. Government and agency
securities, deposits in the FHLB, certificates of deposit in
federally-insured financial institutions, and federal funds at commercial
banks. The Board of Directors has primary responsibility for implementation
of the investment policy. The Association's investment policy is designed
primarily to provide and maintain liquidity within regulatory guidelines, to
maintain a balance of high quality investments to minimize risk and to
maximize return without sacrificing liquidity and safety. See "REGULATION"
and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - Changes in Financial Condition; - Liquidity and Capital
Resources." The following table sets forth the composition of the Company's
investment portfolio, excluding mortgage-backed securities, at the dates
indicated:

<TABLE>
<CAPTION>
At September 30,
----------------------------------------------------------
1996 1995 1994
------------------ ----------------- -----------------
Book Percent Book Percent Book Percent
value of total value of total value of total
------- -------- ------ -------- ------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>

Interest-bearing deposits
in other financial institutions (1) $10,610 51.1% $10,483 54.3% $11,843 65.5%
U.S. Government agency obligations (2) 9,062 43.7 7,984 41.3 5,890 32.6
FHLMC stock (3) 712 3.4 504 2.6 29 .2
FHLB stock 364 1.8 339 1.8 318 1.7
------- ------ ------- ------ ------- ------
Total $20,748 100.0% $19,310 100.0% $18,080 100.0%
------- ------ ------- ------ ------- ------
------- ------ ------- ------ ------- ------
</TABLE>

___________________________________

(1) Includes interest-bearing deposits, Federal Funds sold and certificates
of deposit.

(2) Consists primarily of investments in U.S. Treasury Notes and Bills, which
are classified as held to maturity at September 30, 1996.

(3) Classified as available for sale at September 30, 1996 and 1995.

-38-

<PAGE>

The Association maintains a portfolio of mortgage-backed securities in
the form of fixed-rate participation interests issued by the Government
National Mortgage Association ("GNMA"). Mortgage-backed securities generally
entitle the Association to receive a portion of the cash flows from an
identified pool of mortgages and are guaranteed by the issuing agency as to
principal and interest. Although mortgage-backed securities generally yield
less than individual loans originated by the Association, management believes
they are a prudent alternative for investing excess cash flow when available
funds exceed local loan demand and as part of the Association's interest rate
risk management. The following table sets forth certain information
regarding the Association's investments in mortgage-backed securities at the
dates indicated, all of which are classified as held to maturity:

At September 30, 1996 At September 30, 1995
------------------------------------------ -----------------------------------------
Gross Gross Estimated Gross Gross Estimated
Amortized unrealized unrealized fair Amortized unrealized unrealized fair
cost gains loss value cost gains loss value
--------- ---------- ---------- --------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GNMA
participation
certificates $1,549 $63 $ - $1,612 $2,211 $102 $ - $2,313
------ --- --- ------ ------ ---- --- ------
------ --- --- ------ ------ ---- --- ------

At September 30, 1994
------------------------------------------
Gross Gross Estimated
Amortized unrealized unrealized fair
cost gains loss value
--------- ---------- ---------- --------
<S> <C> <C> <C> <C>
GNMA
participation
certificates $2,441 $22 $54 $2,409
------ --- --- ------
------ --- --- ------

</TABLE>

<PAGE>

The maturities of the Association's investment securities at September 30, 1996,
are indicated in the following table:

<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1996
---------------------------------------------------------------------------------------------
1-5 Total
Less than 1 year years investment securities
----------------------- -------------------- -----------------------------------
Book Book Book Market Average
value Yield value Yield value value Yield
------ ------ ------ ------ ------ ------ -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Certificates of deposit in
other financial institutions $4,695 6.28% $2,345 5.83% $7,040 $7,040 6.13%
U.S. Government agency
obligations (1) 4,865 6.14 4,197 5.89 $9,062 9,071 6.02

</TABLE>

____________________________________

(1) Consists primarily of investments in U.S. Treasury Notes and Bills, which
are classified as held to maturity at September 30, 1996.

DEPOSITS AND BORROWINGS

GENERAL. Deposits have traditionally been the primary source of the
Association's funds for use in lending and other investment activities. In
addition to deposits, the Association derives funds from interest payments and
principal repayments on loans and income on earning assets. See "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS." Loan
payments are a relatively stable source of funds, while deposit inflows and
outflows fluctuate in response to general interest rates and money market
conditions.

DEPOSITS. Deposits are attracted principally from within the Association's
market area through the offering of a selection of deposit instruments,
including regular passbook savings accounts, term certificate accounts and
Individual Retirement Accounts ("IRAs"). Interest rates paid, maturity terms,
service fees and withdrawal penalties for the various types of accounts are
monitored weekly by the Managing Officer and reviewed monthly by the Board of
Directors of the Association. The Association does not use brokers to attract
deposits. The amount of deposits from outside the Association's market area is
not significant.

At September 30, 1996, the Association's certificates of deposit totaled
approximately $22.8 million, or 61.2% of total deposits. Of such amount,
approximately $17.6 million in certificates of deposit mature within one year.
Based on past experience and the Association's prevailing pricing strategies,
management believes that a substantial percentage of such certificates will be
renewed with the Association at maturity. If, however, the Association is
unable to renew the maturing certificates for any reason, borrowings of up to
$7.3 million are available from the FHLB of Cincinnati. See "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -
Liquidity and Capital Resources."

-40-

<PAGE>

The following table sets forth the dollar amount of deposits in the various
types of accounts offered by the Association at the dates indicated:

<TABLE>
<CAPTION>
AT SEPTEMBER 30,
----------------------------------------------------------------------
1996 1995 1994
--------------------- --------------------- -------------------
Percent Percent Percent
of total of total of total
Amount deposits Amount deposits Amount deposits
------- -------- ------- -------- ------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Transaction accounts:
Passbook accounts (1) $11,027 29.6% $11,008 28.9% $12,058 31.2%
Club accounts (2) 51 .1 54 .1 54 .1
Money market accounts (3) 3,380 9.1 3,857 10.2 5,988 15.5
------- ------ ------- -------- ------- -------
Total transaction accounts 14,458 38.8 14,919 39.2 18,100 46.8

Certificates of deposit (4) 22,824 61.2 23,137 60.8 20,574 53.2
------- ------ ------- ------ ------- ------

Total deposits $37,282 100.0% $38,056 100.0% $38,674 100.0%
------- ------ ------- ------ ------- ------
------- ------ ------- ------ ------- ------

</TABLE>

___________________________________

(1) The weighted average interest rates on passbook accounts were 2.83% at
September 30, 1996, and 3.09% at September 30, 1995 and 1994.

(2) The weighted average interest rates on club accounts were 5.08%, 5.07%
and 5.00% at September 30, 1996, 1995 and 1994, respectively.

(3) The weighted average interest rates on money market accounts were
3.09%, 3.09% and 3.11% at September 30, 1996, 1995, and 1994,
respectively.

(4) The weighted average rates on all certificates of deposit were 5.74%,
5.04% and 4.38% at September 30, 1996, 1995 and 1994, respectively.

The following table shows rate and maturity information for the
Association's certificates of deposit at September 30, 1996:

<TABLE>
<CAPTION>
Amount Due
-----------------------------------------------------
Over Over
Up to 1 year to 2 years to
Rate one year 2 years 3 years Total
- ---- --------- --------- ---------- --------
(In thousands)
<S> <C> <C> <C> <C>
4.99 - less $ 2,044 $ - $ - $ 2,044
5.00 - 5.99% 13,813 3,479 635 17,927
6.00 - 6.99% 1,366 934 60 2,360
7.00 - 7.99% 353 140 - 493
-------- ------ --- --------
Total certificates
of deposit $17,576 $4,553 $695 $22,824
-------- ------ --- --------
-------- ------ --- --------
</TABLE>

The following table presents the amount of the Association's certificates
of deposit of $100,000 or more by the time remaining until maturity at September
30, 1996:

MATURITY AMOUNT
-------- ------
(In thousands)
December 31, 1996 $ 118
March 31, 1997 713
June 30, 1997 371
September 30, 1997 100
After September 30, 1997 527
------
Total $1,829
------
------

-41-

<PAGE>
The following table sets forth the Association's deposit account balance
activity for the periods indicated:

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
-----------------------------------
1996 1995 1994
------- ------- -------
(Dollars in thousands)
<S> <C> <C> <C>
Beginning balance $38,056 $38,674 $40,703
Deposits 13,155 19,344 16,866
Withdrawals (15,249) (21,039) (19,905)
Interest credited 1,320 1,077 1,010
------- ------- -------
Ending balance $37,282 $38,056 $38,674
------- ------- -------
------- ------- -------
Net increase (decrease) $ (774) $ (618) $ (2,029)
------- ------- -------
------- ------- -------
Percent increase (decrease) (2.0)% (1.6)% (5.0)%
------- ------- -------
------- ------- -------
</TABLE>

BORROWINGS. The FHLB system functions as a central reserve bank providing
credit for its member institutions and certain other financial institutions.
See "REGULATION - Federal Home Loan Banks." As a member in good standing of the
FHLB of Cincinnati, the Association is authorized to apply for advances from the
FHLB of Cincinnati, provided certain standards of creditworthiness have been
met. Under current regulations, an association must meet certain qualifications
to be eligible for FHLB advances. The extent to which an association is
eligible for such advances will depend upon whether it meets the Qualified
Thrift Lender Test (the "QTL Test"). See "REGULATION - Office of Thrift
Supervision -- Qualified Thrift Lender Test." If an association meets the QTL
Test, the association will be eligible for 100% of the advances it would
otherwise be eligible to receive. If an association does not meet the QTL Test,
the association will be eligible for such advances only to the extent it holds
specified QTL Test assets. At September 30, 1996, the Association was in
compliance with the QTL Test. At September 30, 1996, the Association was not
utilizing FHLB advances.

COMPETITION

The Association competes for deposits with other savings and loan
associations, savings banks, commercial banks and credit unions and with issuers
of commercial paper and other securities, including shares in money market
mutual funds. The primary factors in competition for deposits are customer
service and convenience of office location. In making loans, the Association
competes with other savings associations, savings and loan associations,
commercial banks, mortgage brokers, consumer finance companies, credit unions,
leasing companies and other lenders. The Association competes for loan
originations primarily through the interest rates and loan fees it charges and
through the efficiency and quality of services it provides to borrowers.
Competition is intense and is affected by, among other things, the general
availability of lendable funds, general and local economic conditions, current
interest rate levels and other factors which are not readily predictable. The
Association does not offer all of the products and services offered by some of
its competitors, particularly commercial banks.

PROPERTIES

The following table sets forth certain information at September 30, 1996,
regarding the properties on which the main office and the branch office of the
Association are located:

Owned or Date Square Net book
Location leased acquired footage value Deposits
- -------- -------- -------- ------- -------- --------
(In thousands)
7522 Hamilton Avenue
Mt. Healthy, Ohio 45231 Owned 1964 2,325 $71,000 $32,200

125-127 Miami Avenue
North Bend, Ohio 45052 Owned 1994 1,753 $10,000 $ 5,082

-42-

<PAGE>

EMPLOYEES

At September 30, 1996, the Association had eight full-time employees and
three part-time employees. The Association believes that relations with its
employees are excellent. The Association offers health, life and disability
benefits to all employees and although it has had a defined benefit pension plan
for its full-time employees in the past, such plan is in the process of being
terminated. None of the employees of the Association are represented by a
collective bargaining unit.

LEGAL PROCEEDINGS

The Association is not presently involved in any material legal
proceedings. From time to time, the Association is a party to legal proceedings
incidental to its business to enforce its security interest in collateral
pledged to secure loans made by the Association.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

MFC. The Board of Directors of MFC consists of seven members divided into
two classes. All of the directors of MFC were initially elected to the Board of
Directors in 1996. Each director is elected for a two-year term and until his
or her successor is elected or until his or her earlier resignation, removal
from office or death. The Board of Directors of MFC met twice during the fiscal
year ended September 30, 1996, and all directors of MFC attended each meeting.

The following table presents certain information in respect of the members
of the Board of Directors and the executive officers of MFC:

Name Age(1) Position Term Expires
- ---- --- -------- ------------
Robert Gandenberger 68 Director 1998
John T. Larimer 63 Director and President 1998
Rae Skirvin Larimer 60 Director and Secretary 1999
Edgar H. May 72 Director and Vice President 1998
R. C. Meyerenke 74 Director and Treasurer 1999
Wilbur H. Tisch 80 Director 1999
Kathleen A. White 39 Director 1999
Julie M. Bertsch 35 Chief Financial Officer -

_______________________________

(1) At December 31, 1996.

ROBERT GANDENBERGER. Mr. Gandenberger retired as Supervisor of the
Hamilton County Ohio Recorder's Office in 1994. From 1991 to 1994, Mr.
Gandenberger served as a director of Cleves-North Bend.

JOHN T. LARIMER. Mr. Larimer, an attorney, has served as President of the
Association since 1993 and as Managing Officer of the Association since November
1995. He has been a director of the Association since 1975. Mr. Larimer is Rae
Skirvin Larimer's spouse and is a brother-in-law of Una Schaeperklaus, a
director of the Association.

RAE SKIRVIN LARIMER. Ms. Skirvin Larimer has been legal counsel for the
Association since 1975. From 1979 to 1994, Ms. Skirvin Larimer served as a
director of Cleves-North Bend. Ms. Skirvin Larimer is John Larimer's spouse and
Una Schaeperklaus' sister.

EDGAR H. MAY. Mr. May has served as a director of the Association since
1992. From 1960 until his retirement in 1994, Mr. May was a broker and partner
in Ed May Realty Co., located in Deer Park, Ohio.

R. C. MEYERENKE. Mr. Meyerenke has served the Association as a director
since 1974 and as the Secretary and the Treasurer since 1972. From 1974 until
his retirement in 1991, Mr. Meyerenke was the Managing Officer of the
Association.

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WILBUR H. TISCH. Mr. Tisch retired as owner and President of General Metal
Works in 1983. Mr. Tisch served as director of Cleves-North Bend from 1975 to
1994 and as President from 1986 to 1994.

KATHLEEN A. WHITE. Ms. White has been employed as a real estate title
examiner since 1980.

JULIE M. BERTSCH. Ms. Bertsch, a Certified Public Accountant, was hired as
Chief Financial Officer of MFC and the Association in June 1996. Prior to
joining MFC, Ms. Bertsch was employed from August 1987 until June 1996 with
Grant Thornton LLP, independent certified public accountants.

THE ASSOCIATION. The Amended Constitution of the Association provides for
a Board of Directors consisting of not less than five nor more than seven
directors. The Board of Directors of the Association currently consists of five
directors. Each director serves for a three-year term. The Board of Directors
met 31 times during the fiscal year ended September 30, 1996, for regular and
special meetings. No director attended fewer than 75% of the aggregate of such
meetings and all meetings of the committees of which such director was a member.

The following table presents certain information with respect to the
present directors and executive officers of the Association:

Year of
Position(s) with commencement Term
Name the Association of directorship expires
- ---- ---------------- --------------- -------
John T. Larimer Director, President and
Managing Officer 1975 2000
L. Craig Martin Director 1996 2000
R. C. Meyerenke Director and Treasurer 1974 1999
Edgar H. May Director and Vice President 1992 1998
Una Schaeperklaus Director and Secretary 1992 1998
Julie M. Bertsch Chief Financial Officer - -
Thomas A. Gerdes Vice President/Lending - -

L. CRAIG MARTIN. In October 1996 Mr. Martin was appointed by the
Board of Directors to fill the vacancy created by the death of David H. Korn.
Mr. Martin has served for twenty years as President of Environmetrics, Inc., an
architectural firm and commercial and residential construction company he
founded. From 1992 to 1994, Mr. Martin served as a director of Cleves-North
Bend.

UNA SCHAEPERKLAUS. Ms. Schaeperklaus has served as a director of the
Association since 1992. From 1986 to 1992, Ms. Schaeperklaus served as a
director of Cleves-North Bend. Ms. Schaeperklaus is Mr. Larimer's sister-in-law
and Ms. Larimer's sister.

THOMAS A. GERDES. Mr. Gerdes joined the Association as Vice
President/Lending in November 1996. From January to November 1996, Mr. Gerdes
was a loan officer and branch manager at Queen City Mortgage Company. Prior to
joining Queen City Mortgage Company, Mr. Gerdes was employed by Oak Hills
Savings & Loan Company, F.A., as a Vice President/Loans.

After the Conversion, each director of the Association will continue
to serve the Association, and each director of MFC will continue to serve MFC.

COMMITTEES OF DIRECTORS

The Board of Directors of the Association has an Audit Committee and a Loan
Appraisal Committee.

During fiscal 1996, the members of the Audit Committee were Messrs. Korn,
Meyerenke and Larimer. The Audit Committee is responsible for auditing teller
boxes, reviewing and reporting to the full Board of Directors on the independent

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audits of the Association and reviewing loan files for regulatory compliance and
adherence to the Association's lending policies. The Audit Committee met five
times during fiscal year 1996.

The Loan Appraisal Committee was comprised of Messrs. May, Larimer and Korn
for the year ended September 30, 1996. The function of the Loan Appraisal
Committee is to review delinquent loans, non-performing assets and REO
properties and to report and recommend action to the full Board of Directors
with regard thereto. The Loan Appraisal Committee met 10 times during fiscal
year 1996.

The Board of Directors of MFC does not currently have any committees.

COMPENSATION

Each director of the Association currently receives a fee of $19,500 per
year for service as a director of the Association. Effective April 1996,
directors no longer received committee fees. Former directors of Cleves-North
Bend who were not directors of the Association received $7,800 in advisory fees.
During fiscal year ended September 30, 1996, a total of $96,875 was paid in
directors', committee and advisory fees.

During the fiscal year ended September 30, 1996, no executive officer of
the Association received annual compensation in an amount equal to or greater
than $100,000. The following table presents certain information regarding the
annual compensation received by Mr. Larimer during such period:

SUMMARY COMPENSATION TABLE

Annual Compensation
-------------------
Name and Principal Position Year Salary ($)
- ---------------------------------------------------------------------
John T. Larimer, President 1996 $70,703
- ---------------------------------------------------------------------

____________________________

(1) Consists of salary in the amount of $56,078, and directors' fees of
$14,625. Does not include amounts attributable to other miscellaneous
benefits received by executive officers. The cost to the Association of
providing such benefits to Mr. Larimer was less than 10% of his cash
compensation.

Mr. Larimer became the Managing Officer of the Association in November,
1995. Effective June 11, 1996, Mr. Larimer's annual salary was set at $94,500,
and the Association ceased to pay Mr. Larimer directors' fees.

MFC does not currently pay directors' fees, but intends to pay a fee of
$10,000 per year to those directors who do not serve on the Association's Board
of Directors.

STOCK BENEFIT PLANS

EMPLOYEE STOCK OWNERSHIP PLAN. MFC has established the ESOP for the
benefit of employees of MFC and its subsidiaries, including the Association, who
are age 21 or older and who have completed at least one year of service with MFC
and its subsidiaries. The Board of Directors of MFC believes that the ESOP will
be in the best interests of MFC and its shareholders.

The ESOP trust intends to borrow funds from MFC with which to acquire up to
8% of the Common Shares sold in connection with the Conversion. Such loan will
be secured by the Common Shares purchased with the proceeds from the loan and
will be repaid by the ESOP over a period of up to eight years. The primary
source of repayment will be contributions made to the ESOP by the Association.
Common Shares purchased with such loan proceeds will be held in a suspense
account for allocation among ESOP participants as the loan is repaid. If the
ESOP is unable to purchase all or part of the Common Shares for which it
subscribes, the ESOP may purchase common shares on the open market or may
purchase authorized but unissued common shares. If the ESOP purchases
authorized but unissued common shares, such purchases could have a dilutive
effect on the interests of MFC's shareholders.

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Contributions to the ESOP and shares released from the suspense account
will be allocated pro rata to participants on the basis of compensation. Except
for participants who retire, become disabled, or die during the plan year, all
other participants must have completed at least 1,000 hours of service and be
employed on the last day of the plan year in order to receive an allocation.
Benefits become vested after five years of service. Vesting will be accelerated
upon retirement at or after age 65, death, disability, termination of the ESOP
or change in control of MFC or the Association. Forfeitures will be reallocated
among remaining participating employees. Benefits may be paid either in MFC
Common Shares or in cash. Benefits may be payable upon retirement, death,
disability or separation from service. Benefits payable under the ESOP cannot
be estimated.

MFC or a committee appointed by the Board of Directors of MFC will
administer the ESOP. The Common Shares and other ESOP funds will be held by a
trustee selected and appointed by MFC (the "ESOP Trustee"). The ESOP Trustee
must vote all common shares of MFC held in the ESOP that are allocated to the
accounts of ESOP participants in accordance with the instructions of such
participants. Common shares held by the ESOP that are not allocated to
participants' accounts and allocated shares for which voting instructions are
not received will be voted by the ESOP Trustee in its sole discretion.

Contributions will be made to the ESOP by the Association based upon the
understanding that the ESOP will be a tax-qualified plan under the Code.
Although no assurances can be given, MFC expects a favorable result when the
ESOP is submitted to the IRS for a determination in respect of such tax
qualification.

STOCK OPTION PLAN. After the completion of the Conversion, the Board of
Directors of MFC intends to adopt the Stock Option Plan, subject to approval by
the shareholders of MFC. The purposes of the Stock Option Plan include
retaining and providing incentives to the directors, officers and employees of
MFC and its subsidiaries by facilitating their purchase of a stock interest in
MFC.

Options granted to the officers and employees under the Stock Option Plan
may be "incentive stock options" within the meaning of Section 422 of the Code
("ISOs"). Options granted under the Stock Option Plan to directors who are not
full-time employees of MFC or the Association will not qualify under the Code
and thus will not be ISOs ("non-qualified stock options"). The option exercise
price will be determined by the Stock Option Committee at the time of grant;
provided, however, that the exercise price for an option must not be less than
100% of the fair market value of the shares on the date of the grant. No stock
option will be exercisable after the expiration of ten years from the date that
it is granted, except that in the case of an ISO granted to an employee who owns
more than 10% of MFC's outstanding common shares at the time such ISO is granted
under the Stock Option Plan, the exercise price of the ISO may not be less than
110% of the fair market value of the shares on the date of the grant and the ISO
may not be exercisable after the expiration of five years from the date of
grant.

An option recipient cannot transfer or assign an option other than by will,
in accordance with the laws of descent and distribution or pursuant to a
domestic relations order issued by a court of competent jurisdiction.
"Termination for cause," as defined in the Stock Option Plan, will result in the
termination of any outstanding options.

MFC will receive no monetary consideration for the granting of options
under the Stock Option Plan. Upon the exercise of options, MFC will receive a
payment of cash, common shares of MFC or a combination of cash and common shares
from option recipients in exchange for shares issued.

A number of shares equal to 10% of the Common Shares sold in the Offering
is expected to be reserved for issuance by MFC upon the exercise of options to
be granted to certain directors, officers and employees of MFC and its
subsidiaries from time to time under the Stock Option Plan. No determination
has been made regarding the recipients of awards under the Stock Option Plan or
the number of shares to be awarded to individual recipients. The Stock Option
Committee may grant options under the Stock Option Plan to the directors,
officers and employees of MFC and the Association at such times as they deem
most beneficial to MFC on the basis of the individual participant's
responsibility, tenure and future potential.

In accordance with OTS regulations, the Stock Option Plan may be
implemented no earlier than six months after the completion of the Conversion.
In addition, the following restrictions will apply if the Stock Option Plan is
implemented by MFC during the first year following the completion of the
Conversion: (i) the Stock Option Plan must be approved by the shareholders of
MFC at an annual or a special meeting of shareholders, in either case to be held
no sooner than six months after the completion of the Conversion; (ii) awards to
directors who are not full-time employees of MFC or the Association may not
exceed 5% per person and 30% in the aggregate of the total number of plan
shares; (iii) awards to directors or other persons who are full-time employees
of MFC or the Association may not exceed 25% of the plan shares per person; and
(iv) options will

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become exercisable at the rate of one-fifth per year commencing no earlier
than one year from the date of grant, subject to acceleration of vesting only in
the event of the death or disability of a participant.

RECOGNITION AND RETENTION PLAN AND TRUST. After the completion of the
Conversion, the Association intends to adopt the RRP. The purpose of the RRP is
to provide directors, officers and certain key employees of the Association with
an ownership interest in the Association in a manner designed to compensate such
directors, officers and key employees for services to the Association. The
Association expects to contribute sufficient funds to enable the RRP to purchase
up to 4% of the Common Shares sold in the Offering. Such shares may be
purchased in the market following the Conversion or may be purchased from the
authorized but unissued shares of MFC.

The RRP Committee will administer the RRP and determine the number of
shares to be granted to eligible participants. Each participant granted shares
under the RRP will be entitled to the benefit of any dividends or other
distributions paid on such shares prior to the shares being earned, although
dividends or other distributions on shares held in the RRP Trust will not be
distributed to the participant until the shares are distributed to the
participant. Compensation expense in the amount of the fair market value of the
RRP shares will be recognized as the shares are earned.

No determination has been made regarding recipients of RRP awards or the
number of shares to be awarded to individual recipients. In accordance with OTS
regulations, the RRP may be implemented no earlier than six months after the
completion of the Conversion. In addition, the following restrictions will
apply if the RRP is implemented during the first year following the completion
of the Conversion: (i) the RRP must be approved by the shareholders of MFC at
an annual or a special meeting of shareholders, in either case to be held no
sooner than six months after the completion of the Conversion; (ii) awards to
directors who are not full-time employees of MFC or the Association may not
exceed 5% per person and 30% in the aggregate of the total number of plan
shares; (iii) awards to directors or other persons who are full-time employees
of MFC or the Association may not exceed 25% per person; and (iv) RRP shares
will be earned and nonforfeitable at the rate of one-fifth per year on each of
the first five anniversaries of the award, subject to acceleration only in the
event of the death or disability of a participant. RRP shares will be voted by
the RRP Trust until distributed to a participant.

EMPLOYMENT AGREEMENT

The Association intends to enter into an employment agreement with Mr.
Larimer (the "Employment Agreement"). The Association currently has no
employment agreements with any of its officers. The Employment Agreement will
become effective upon the completion of the Conversion and will provide for a
term of three years, a salary of not less than $94,500 and performance review by
the Board of Directors not less often than annually. The Employment Agreement
will also provide for the inclusion of Mr. Larimer in any formally established
employee benefit, bonus, pension and profit-sharing plans for which senior
management personnel are eligible.

The Employment Agreement will be terminable by the Association at any time.
In the event of termination by the Association for "just cause," as defined in
the Employment Agreement, Mr. Larimer will have no right to receive any
compensation or other benefits for any period after such termination. In the
event of termination by the Association other than for just cause, at the end of
the term of the Employment Agreement or in connection with a "change of
control," as defined in the Employment Agreement, Mr. Larimer will be entitled
to a continuation of salary payments for a period of time equal to the term of
the Employment Agreement and a continuation of benefits substantially equal to
those being provided at the date of termination of employment until the earliest
to occur of the end of the term of the Employment Agreement or the date on which
Mr. Larimer becomes employed full-time by another employer.

The Employment Agreement also will contain provisions with respect to the
occurrence within one year of a "change of control" of (1) the termination of
employment of Mr. Larimer for any reason other than just cause, retirement or
termination at the end of the term of the agreement, or (2) a constructive
termination resulting from change in the capacity or circumstances in which Mr.
Larimer is employed or a material reduction in his responsibilities, authority,
compensation or other benefits provided under the Employment Agreement without
Mr. Larimer's written consent. In the event of any such occurrence, Mr. Larimer
will be entitled to payment of an amount equal to (a) the amount of compensation
to which he would be entitled for the remainder of the term of the Employment
Agreement, plus (b) the difference between (i) three times Mr. Larimer's average
annual compensation for the three taxable years immediately preceding the
termination of employment, less (ii) the amount paid to Mr. Larimer as
compensation for the remainder of the employment term. In addition, Mr. Larimer
will be entitled to continued coverage under all benefit plans until the
earliest of the end of the term of the Employment Agreement or the date on which
he is included in another employer's benefit plans as a full-time employee. The
maximum which Mr. Larimer may receive, however, is limited to an amount which
will not result in the imposition of a penalty tax pursuant to Section
280G(b)(3) of the Code.

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"Control," as defined in the Employment Agreement, generally refers to the
acquisition by any person or entity of the ownership or power to vote 10% or
more of the voting stock of the Association or MFC, the control of the election
of a majority of the directors of the Association or MFC or the exercise of a
controlling influence over the management or policies of the Association or MFC.

The aggregate payments that would have been made to Mr. Larimer, assuming
his termination at September 30, 1996, following a change of control, would have
been approximately $283,500.

CERTAIN TRANSACTIONS WITH THE ASSOCIATION

In accordance with the OTS regulations, the Association makes loans to
executive officers and directors of the Association in the ordinary course of
business and on the same terms and conditions, including interest rates and
collateral, as those of comparable loans to other persons. All outstanding
loans to executive officers and directors comply with such policy, do not
involve more than the normal risk of collectibility or present other unfavorable
features and are current in their payments.

Rae Skirvin Larimer, the spouse of John T. Larimer and sister of Una
Schaeperklaus, serves as general counsel to the Association. The Association
expects to continue to engage Ms. Skirvin Larimer in such capacity in the
future. During the fiscal year ended September 30, 1996, the Association paid
$20,875 in legal fees to the firm of Skirvin & Larimer for Ms. Skirvin Larimer's
services. Ms. Skirvin Larimer will not serve as legal counsel to MFC.

REGULATION
GENERAL

As a savings and loan association incorporated under the laws of Ohio, the
Association is subject to regulation, examination and oversight by the OTS and
the Superintendent of the Division (the "Ohio Superintendent"). Because the
Association's deposits are insured by the FDIC, the Association also is subject
to general oversight by the FDIC. The Association must file periodic reports
with the OTS, the Ohio Superintendent and the FDIC concerning its activities and
financial condition. Examinations are conducted periodically by federal and
state regulators to determine whether the Association is in compliance with
various regulatory requirements and is operating in a safe and sound manner.
The Association is a member of the FHLB of Cincinnati.

MFC will be a savings and loan holding company within the meaning of the
Home Owners Loan Act, as amended (the "HOLA"). Consequently, MFC will be
subject to regulation, examination and oversight by the OTS and will be required
to submit periodic reports thereto. Because MFC and the Association are
corporations organized under Ohio law, they are also subject to the provisions
of the Ohio Revised Code applicable to corporations generally.

Congress is considering legislation to eliminate the federal savings and
loan charter and the separate federal regulation of savings and loan
associations and the Department of the Treasury is preparing a report for
Congress on the development of a common charter for all financial institutions.
Pursuant to such legislation, Congress may eliminate the OTS and the Association
may be regulated under federal law as a bank or be required to change its
charter. Such change in regulation or charter would likely change the range of
activities in which the Association may engage and would probably subject the
Association to more regulation by the FDIC. In addition, MFC might become
subject to different holding company regulations, company including separate
capital requirements. At this time, MFC cannot predict when or whether
Congress may actually pass legislation regarding MFC's and the Association's
regulatory requirements or charter. Although such legislation may change the
activities in which either MFC and the Association may engage, it is not
anticipated that the current activities of MFC or the Association will be
materially affected by those activity limits.

OHIO SAVINGS AND LOAN LAW

The Ohio Superintendent is responsible for the regulation and
supervision of Ohio savings and loan associations in accordance with the laws
of the State of Ohio. Ohio law prescribes the permissible investments and
activities of Ohio savings and loan associations, including the types of
lending that such associations may engage in and the investments in real
estate, subsidiaries and corporate or government securities that such
associations may make. The ability of Ohio associations to engage

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in these state-authorized investments and activities is subject to oversight
and approval by the FDIC, if such investments or activities are not
permissible for a federally chartered savings and loan association.

The Ohio Superintendent also has approval authority over any mergers
involving or acquisitions of control of Ohio savings and loan associations. The
Ohio Superintendent may initiate certain supervisory measures or formal
enforcement actions against Ohio associations. Ultimately, if the grounds
provided by law exist, the Ohio Superintendent may place an Ohio association in
conservatorship or receivership.

The Ohio Superintendent conducts regular examinations of the Association
approximately once a year. Such examinations are usually conducted jointly with
one or both federal regulators. The Ohio Superintendent imposes assessments on
Ohio associations based on their asset size to cover the cost of supervision and
examination.

OFFICE OF THRIFT SUPERVISION

GENERAL. The OTS is an office in the Department of the Treasury and is
responsible for the regulation and supervision of all federally chartered
savings and loan associations and all other savings and loan associations the
deposits of which are insured by the FDIC. The OTS issues regulations governing
the operation of savings and loan associations, regularly examines such
associations and imposes assessments on savings associations based on their
asset size to cover the costs of this supervision and examination. The OTS also
may initiate enforcement actions against savings and loan associations and
certain persons affiliated with them for violations of laws or regulations or
for engaging in unsafe or unsound practices. If the grounds provided by law
exist, the OTS may appoint a conservator or receiver for a savings and loan
association.

Savings associations are subject to regulatory oversight under various
consumer protection and fair lending laws. These laws govern, among other
things, truth-in-lending disclosures, equal credit opportunity, fair credit
reporting and community reinvestment. Failure to abide by federal laws and
regulations governing community reinvestment could limit the ability of an
association to open a new branch or engage in a merger. Community reinvestment
regulations evaluate how well and to what extent an institution lends and
invests in its designated service area, with particular emphasis on low- to
moderate-income communities and borrowers in that area. The Association has
received a "satisfactory" examination rating under those regulations.

REGULATORY CAPITAL REQUIREMENTS. The Association is required by OTS
regulations to meet certain minimum capital requirements. For information
regarding the Association's regulatory capital at September 30, 1996, and pro
forma regulatory capital after giving effect to the Conversion, see
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Liquidity and Capital Resources" and "REGULATORY CAPITAL
COMPLIANCE."

Current capital requirements call for tangible capital of 1.5% of adjusted
total assets, core capital (which for the Association consists solely of
tangible capital) of 3.0% of adjusted total assets and risk-based capital (which
for the Association consists of core capital and general valuation allowances)
of 8.0% of risk-weighted assets (assets, including certain off-balance sheet
items, are weighted at percentage levels ranging from 0% to 100% depending on
the relative risk).

The OTS has proposed to amend the core capital requirement so that those
associations that do not have the highest examination rating and an acceptable
level of risk will be required to maintain core capital of from 4% to 5%,
depending on the Association's examination rating and overall risk. The
Association does not anticipate that it will be adversely affected if the core
capital requirement regulation is amended as proposed.

The OTS has adopted an interest rate risk component to the risk-based
capital requirement, though the implementation of that component has been
delayed. Pursuant to that requirement a savings association would have to
measure the effect of an immediate 200 basis point change in interest rates on
the value of its portfolio as determined under the methodology of the OTS. If
the measured interest rate risk is above the level deemed normal under the
regulation, the Association will be required to deduct one-half of such excess
exposure from its total capital when determining its risk-based capital. In
general, an association with less than $300 million in assets and a risk-based
capital ratio in excess of 12% will not be subject to the interest rate risk
component, and the association qualifies for such exemption. Pending
implementation of the interest rate risk component, the OTS has the authority to
impose a higher individualized capital requirement on any savings association it
deems to have excess interest rate risk. The OTS also may adjust the risk-based
capital requirement on an individualized basis to take into account risks due to
concentrations of credit and non-traditional activities. See

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"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Asset and Liability Management."

The OTS has adopted regulations governing prompt corrective action to
resolve the problems of capital deficient and otherwise troubled savings and
loan associations. At each successively lower defined capital category, an
association is subject to more restrictive and numerous mandatory or
discretionary regulatory actions or limits, and the OTS has less flexibility in
determining how to resolve the problems of the institution. In addition, the
OTS generally can downgrade an association's capital category, notwithstanding
its capital level, if, after notice and opportunity for hearing, the association
is deemed to be engaging in an unsafe or unsound practice because it has not
corrected deficiencies that resulted in it receiving a less than satisfactory
examination rating on matters other than capital or it is deemed to be in an
unsafe or unsound condition. An undercapitalized association must submit a
capital restoration plan to the OTS within 45 days after it becomes
undercapitalized. Undercapitalized associations will be subject to increased
monitoring and asset growth restrictions and will be required to obtain prior
approval for acquisitions, branching and engaging in new lines of business.
Critically undercapitalized institutions must be placed in conservatorship or
receivership within 90 days of reaching that capitalization level, except under
limited circumstances. The Association's capital at September 30, 1996, meets
the standards for the highest level, a "well-capitalized" institution.

Federal law prohibits a savings and loan association from making a capital
distribution to anyone or paying management fees to any person having control of
the association if, after such distribution or payment, the association would be
undercapitalized. In addition, each company controlling an undercapitalized
association must guarantee that the association will comply with its capital
plan until the association has been adequately capitalized on an average during
each of four preceding calendar quarters and must provide adequate assurances of
performance. The aggregate liability pursuant to such guarantee is limited to
the lesser of (i) an amount equal to 5% of the association's total assets at the
time the association became undercapitalized or (ii) the amount that is
necessary to bring the association into compliance with all capital standards
applicable to such association at the time the association fails to comply with
its capital restoration plan.

LIQUIDITY. OTS regulations require that savings associations maintain an
average daily balance of liquid assets (cash, certain time deposits,
association's acceptances and specified United States government, state or
federal agency obligations) equal to a monthly average of not less than 5% of
its net withdrawable savings deposits plus borrowings payable in one year or
less. Federal regulations also require each member institution to maintain an
average daily balance of short-term liquid assets of not less than 1% of the
total of its net withdrawable savings accounts and borrowings payable in one
year or less. Monetary penalties may be imposed upon member institutions
failing to meet liquidity requirements. The eligible liquidity of the
Association at September 30, 1996, was approximately $20.1 million, or 52.2%,
which exceeded the 5% liquidity requirement by approximately $18.2 million. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Liquidity and Capital Resources."

QUALIFIED THRIFT LENDER TEST. Savings associations are required to meet
the QTL test. Prior to September 30, 1996, there was only one QTL test which
required savings associations to maintain a specified level of investments in
assets that are designated as qualifying thrift investments ("QTI"), which are
generally related to domestic residential real estate and manufactured housing
and include stock issued by any FHLB, the FHLMC or the FNMA. Under this test
65% of an institution's "portfolio assets" (total assets less goodwill and other
intangibles, property used to conduct business and 20% of liquid assets) must
consist of QTI on a monthly average basis in 9 out of every 12 months. Congress
created a second QTL test, effective September 30, 1996, pursuant to which a
savings association may also meet the QTL test under the Code, for thrift
institution status. According to the test under the Code, at least 60% of the
institution's assets (on a tax basis) must consist of specified assets
(generally loans secured by residential real estate or deposits, educational
loans, cash and certain governmental obligations). The OTS has not yet
promulgated regulations for the new test. The OTS may grant exceptions to the
QTL test under certain circumstances. If a savings association fails to meet
the QTL test, the association and its holding company become subject to certain
operating and regulatory restrictions. A savings association that fails to meet
the QTL test will not be eligible for new FHLB advances. At September 30, 1996,
the Association met the QTL test.

LENDING LIMIT. OTS regulations generally limit the aggregate amount that a
savings association can lend to one borrower or group of related borrowers to an
amount equal to 15% of the association's Lending Limit Capital. A savings
association may lend to one borrower an additional amount not to exceed 10% of
the association's Lending Limit Capital, if the additional amount is fully
secured by certain forms of "readily marketable collateral." Real estate is not
considered "readily marketable collateral." Certain types of loans are not
subject to this limit. In applying this limit, the regulations require that
loans to certain related borrowers be aggregated. Notwithstanding the specified
limits, an association may lend to one borrower up to $500,000, for any purpose.
At September 30, 1996, the Association was in compliance with this lending
limit. See "THE BUSINESS OF THE ASSOCIATION - Lending Activities -- Loan
Originations, Purchases and Sales."

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TRANSACTIONS WITH INSIDERS AND AFFILIATES. Loans to executive officers,
directors and principal shareholders and their related interests must conform to
the lending limit on loans to one borrower, and the total of such loans to
executive officers, directors, principal shareholders and their related
interests cannot exceed the association's Lending Limit Capital (or 200% of
Lending Limit Capital for qualifying institutions with less than $100 million in
assets). Most loans to directors, executive officers and principal shareholders
must be approved in advance by a majority of the "disinterested" members of the
board of directors of the association with any "interested" director not
participating. All loans to directors, executive officers and principal
shareholders must be made on terms substantially the same as offered in
comparable transactions with the general public or as offered to all employees
in a company-wide benefit program, and loans to executive officers are subject
to additional limitations. The Association was in compliance with such
restrictions at September 30, 1996.

All transactions between savings associations and their affiliates must
comply with Sections 23A and 23B of the Federal Reserve Act (the "FRA"). An
affiliate of a savings association is any company or entity that controls, is
controlled by or is under common control with, the savings association. MFC
will be an affiliate of the Association. Generally, Sections 23A and 23B of the
FRA (i) limit the extent to which a savings association 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, (ii) limit the aggregate of
all such transactions with all affiliates to an amount equal to 20% of such
capital stock and surplus, and (iii) require that all such transactions be on
terms substantially the same, or at least as favorable to the association, as
those provided in transactions with a non-affiliate. The term "covered
transaction" includes the making of loans, purchase of assets, issuance of a
guarantee and other similar types of transactions. In addition to the limits in
Sections 23A and 23B, a savings association may not make any loan or other
extension of credit to an affiliate unless the affiliate is engaged only in
activities permissible for a bank holding company and may not purchase or invest
in securities of any affiliate except shares of a subsidiary. The Association
was in compliance with these requirements and restrictions at September 30,
1996.

LIMITATIONS ON CAPITAL DISTRIBUTIONS. The OTS imposes various
restrictions or requirements on the ability of associations to make capital
distributions, according to ratings of associations based on their capital
level and supervisory condition. Capital distributions, for purposes of such
regulation, include, without limitation, payments of cash dividends,
repurchases and certain other acquisitions by an association of its shares
and payments to stockholders of another association in an acquisition of such
other association.

The first rating category is Tier 1, consisting of associations that,
before and after the proposed capital distribution, meet their fully
phased-in capital requirement. Associations in this category may make
capital distributions during any calendar year equal to the greater of 100%
of their net income, current year-to-date, plus 50% of the amount by which
the lesser of such association's tangible, core or risk-based capital exceeds
its fully phased-in capital requirement for such capital component, as
measured at the beginning of the calendar year, or the amount authorized for
a Tier 2 association. The second category, Tier 2, consists of associations
that, before and after the proposed capital distribution, meet their current
minimum, but not fully phased-in capital requirement. Associations in this
category may make capital distributions up to 75% of their net income over
the most recent four quarters. Tier 3 associations do not meet their current
minimum capital requirement and must obtain OTS approval of any capital
distribution. A Tier 1 association deemed to be in need of more than normal
supervision by the OTS may be downgraded to a Tier 2 or Tier 3 association.

The Association meets the requirements for a Tier 1 association and has
not been notified of any need for more than normal supervision. The
Association will also be prohibited from declaring or paying any dividends or
from repurchasing any of its stock if, as a result, the net worth of the
Association would be reduced below the amount required to be maintained for
the liquidation account established in connection with the Conversion. In
addition, as a subsidiary of MFC, the Association will also be required to
give the OTS 30 day's notice prior to declaring any dividend on its stock.
The OTS may object to the dividend during that 30-day period based on safety
and soundness concerns. Moreover, the OTS may prohibit any capital
distribution otherwise permitted by regulation if the OTS determines that
such distribution would constitute an unsafe or unsound practice.

In December 1995, the OTS issued a proposal to amend the capital
distributions limits. Under that proposal, associations not owned by a
holding company with an examination rating of 1 or 2 could make a capital
distribution without notice to the OTS, if they remain adequately
capitalized, as described above, after the distribution is made. Any other
association seeking to make a capital distribution that would not cause the
association to fall below the capital levels to qualify as adequately
capitalized or better, would have to provide notice to the OTS. Except under
limited circumstances and with OTS approval, no capital distributions would
be permitted if it caused the association to become undercapitalized.

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HOLDING COMPANY REGULATION. After the Conversion, MFC will be a savings
and loan holding company within the meaning of the HOLA. As such, MFC will
register with the OTS and will be subject to OTS regulations, examination,
supervision and reporting requirements.

The HOLA generally prohibits a savings and loan holding company from
controlling any other savings and loan association or savings and loan
holding company, without prior approval of the OTS, or from acquiring or
retaining more than 5% of the voting shares of a savings and loan association
or holding company thereof, which is not a subsidiary. Under certain
circumstances, a savings and loan holding company is permitted to acquire,
with the approval of the OTS, up to 15% of the previously unissued voting
shares of an undercapitalized savings and loan association for cash without
such savings and loan association being deemed to be controlled by such
holding company. Except with the prior approval 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 institution, or
any other savings and loan holding company.

MFC will be a unitary savings and loan holding company. Under
current law, there are generally no restrictions on the activities of unitary
savings and loan holding companies and such companies are the only financial
institution holding companies which may engage in commercial, securities and
insurance activities without limitation. Congress is considering legislation
which may limit MFC's ability to engage in these activities and MFC cannot
predict if and in what form these proposals might become law. However, such
limits would not impact MFC's initial activity of holding stock of the
Association. The broad latitude under current law can be restricted if 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 and loan association. The OTS may impose such
restrictions as deemed necessary to address such risk, including limiting (i)
payment of dividends by the savings and loan association; (ii) transactions
between the savings and loan association and its affiliates; and (iii) any
activities of the savings and loan association that might create a serious
risk that the liabilities of the holding company and its affiliates may be
imposed on the savings and loan association. Notwithstanding the foregoing
rules as to permissible business activities of a unitary savings and loan
holding company, if the savings and loan association subsidiary of a holding
company fails to meet both QTL Tests, then such unitary holding company would
become subject to the activities restrictions applicable to multiple holding
companies. At September 30, 1996, the Association met both QTL Tests. See
"Qualified Thrift Lender Test."

If MFC were to acquire control of another savings institution, other
than through a merger or other business combination with the Association, MFC
would become a multiple savings and loan holding company. Unless the
acquisition is an emergency thrift acquisition and each subsidiary savings
and loan association meets the QTL Test, the activities of MFC and any of its
subsidiaries (other than the Association or other subsidiary savings and loan
associations) would thereafter be subject to activity restrictions. The HOLA
provides that, among other things, no multiple savings and loan holding
company or subsidiary thereof that 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
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 previously directly authorized by
federal regulation as of March 5, 1987, to be engaged in by multiple holding
companies; or (vii) those activities authorized by the FRB as permissible for
bank holding companies, unless the OTS by regulation prohibits or limits such
activities for savings and loan holding companies, and which have been
approved by the OTS prior to being engaged in by a multiple holding company.

The OTS may approve an acquisition resulting in the formation of a
multiple savings and loan holding company that controls savings and loan
associations in more than one state only if the multiple savings and loan
holding company involved controls a savings and loan association that
operated a home or branch office in the state of the association to be
acquired as of March 5, 1987, or if the laws 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). As
under prior law, the OTS may approve an acquisition resulting in a multiple
savings and loan holding company controlling savings and loan associations in
more than one state in the case of certain emergency thrift acquisitions.
Bank holding companies have had more expansive authority to make interstate
acquisitions than savings and loan holding companies since August 1995.

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FDIC REGULATIONS

DEPOSIT INSURANCE. The FDIC is an independent federal agency that insures
the deposits, up to prescribed statutory limits, of federally insured banks and
thrifts and safeguards the safety and soundness of the banking and thrift
industries. The FDIC administers two separate insurance funds, the BIF for
commercial banks and state savings banks and the SAIF for savings associations.
The FDIC is required to maintain designated levels of reserves in each fund.
Prior to October 1, 1996, the reserves of the SAIF were below the level required
by law, because a significant portion of the assessments paid into the fund have
been and are being used to pay the cost of prior thrift failures, while the
reserves of the BIF met the level required by law in May 1995. This has
resulted in a significant disparity between BIF and SAIF assessments during
1996.

The Association is a member of the SAIF and its deposit accounts are
insured by the FDIC up to the prescribed limits. The FDIC has examination
authority over all insured depository institutions, including the Association,
and has authority to initiate enforcement actions against federally insured
savings associations if the FDIC does not believe the OTS has taken appropriate
action to safeguard safety and soundness and the deposit insurance fund.

The FDIC is authorized to establish separate annual assessment rates for
deposit insurance each for members of the BIF and the SAIF. The FDIC may
increase assessment rates for either fund if necessary to restore the fund's
ratio of reserves to insured deposits to its target level within a reasonable
time and may decrease such rates if such target level has been met. The FDIC
has established a risk-based assessment system for both SAIF and BIF members.
Under this system, assessments vary based on the risk the institution poses to
its deposit insurance fund. The risk level is determined based on the
institution's capital level and the FDIC's level of supervisory concern about
the institution.

Because of the differing reserve levels of the funds, deposit insurance
assessments paid by healthy savings associations were reduced significantly
below the level paid by healthy savings associations effective in mid-1995.
Assessments paid by healthy savings associations exceeded those paid by
healthy commercial banks by approximately $.19 per $100 in deposits in late
1995. Such excess equaled approximately $.23 per $100 in deposits beginning
in 1996.

Federal legislation, which was effective September 30, 1996, provided
for the recapitalization of the SAIF by means of a special assessment of
$.657 per $100 of SAIF deposits held at March 31, 1995, in order to increase
SAIF reserves to the level required by law. Certain banks holding SAIF
deposits are required to pay the same special assessment on 80% of deposits
at March 31, 1995. In addition, the cost of prior thrift failures will be
shared by both the SAIF and the BIF. As a result of such cost sharing, BIF
assessments for healthy banks in 1997 will be $.013 per $100 in deposits and
SAIF assessments for healthy institutions in 1997 will be $.064 per $100 in
deposits.

The Association had $37.6 million in deposits at March 31, 1995. The
Association paid a special assessment of $246,000 in November 1996, which was
accounted for and recorded as of September 30, 1996. This assessment is
tax-deductible, but has reduced earnings for the year ended, and capital at,
September 30, 1996.

FRB REGULATIONS

FRB regulations currently require savings associations to maintain reserves
of 3% of net transaction accounts (primarily NOW accounts) up to $52.0 million
in such accounts (subject to an exemption of $4.3 million) and of 10% of net
transaction accounts over $52.0 million. At September 30, 1996, the Association
was in compliance with this reserve requirement.

FEDERAL HOME LOAN BANKS

The FHLBs provide credit to their members in the form of advances. See
"THE BUSINESS OF THE ASSOCIATION - Deposits and Borrowings." The Association
is a member of the FHLB of Cincinnati and must maintain an investment in the
capital stock of the FHLB of Cincinnati in an amount equal to the greater of 1%
of the aggregate outstanding principal amount of the Association's residential
mortgage loans, home purchase contracts and similar obligations at the beginning
of each year, and 5% of its advances from the FHLB. The Association is in
compliance with this requirement with an investment in stock of the FHLB of
Cincinnati of $364,000 at September 30, 1996.

Upon the origination or renewal of a loan or advance, the FHLB of
Cincinnati is required by law to obtain and maintain a security interest in
collateral in one or more of the following categories: fully disbursed, whole
first mortgage loans on improved residential property or securities representing
a whole interest in such loans; securities issued, insured or guaranteed by

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the U.S. Government or an agency thereof; deposits in any FHLB; or other real
estate related collateral (up to 30% of the member association's capital)
acceptable to the applicable FHLB, if such collateral has a readily
ascertainable value and the FHLB can perfect its security interest in the
collateral.

FHLB advances to members such as the Association who meet the QTL Test
are generally limited to the lower of (i) 25% of the member's assets or (ii)
20 times the member's investment in FHLB stock. At September 30, 1996, the
Association's maximum limit on advances was approximately $7.3 million. The
granting of advances is subject also to the FHLB's collateral and credit
underwriting guidelines. The FHLB of Cincinnati currently offers advances
with fixed and variable interest rates ranging from 6.20% to 8.25%, which
included the following types of borrowings: short-term advances with terms
ranging from one day to one year, including cash management accounts and
lines of credit; fixed-rate, long-term advances with terms ranging from seven
months to 20 years; and various customized advances with terms ranging from
one month to 30 years and with call, balloon or mortgage-matching features.

Each FHLB is required to establish standards of community investment or
service that its members must maintain for continued access to long-term
advances from the FHLBs. The standards take into account a member's
performance under the Community Reinvestment Act and its record of lending to
first-time home buyers. All long-term advances by each FHLB must be made
only to provide funds for residential housing finance. The FHLBs have
established an "Affordable Housing Program" to subsidize the interest rate of
advances to member associations engaged in lending for long-term, low- and
moderate-income, owner-occupied and affordable rental housing at subsidized
rates. The FHLB of Cincinnati reviews and accepts proposals for subsidies
under that program twice a year. The Association has not participated in
such program.

TAXATION

FEDERAL TAXATION

MFC and the Association are each subject to the federal tax laws and
regulations which apply to corporations generally. Certain thrift
institutions, including the Association, were, however, prior to the
enactment of the Small Business Jobs Protection Act, which was signed into
law on August 21, 1996, allowed deductions for bad debts under methods more
favorable than those granted to other taxpayers. Qualified thrift
institutions could compute deductions for bad debts using either the specific
charge-off method of Section 166 of the Internal Revenue Code of 1986, as
amended (the "Code"), or the reserve method of Section 593 of the Code.

Under Section 593, a thrift institution annually could elect to deduct
bad debts under either (i) the "percentage of taxable income" method
applicable only to thrift institutions, or (ii) the "experience" method that
also was available to small banks. Under the "percentage of taxable income"
method, a thrift institution generally was allowed a deduction for an
addition to its bad debt reserve equal to 8% of its taxable income
(determined without regard to this deduction and with additional
adjustments). Under the experience method, a thrift institution was
generally allowed a deduction for an addition to its bad debt reserve equal
to the greater of (i) an amount based on its actual average experience for
losses in the current and five preceding taxable years, or (ii) an amount
necessary to restore the reserve to its balance as of the close of the base
year. A thrift institution could elect annually to compute its allowable
addition to bad debt reserves for qualifying loans either under the
experience method or the percentage of taxable income method. For tax years
1995, 1994 and 1993, the Association used the percentage of taxable income
method because such method provided a higher bad debt deduction than the
experience method.

Section 1616(a) of the Small Business Job Protection Act repealed the
Section 593 reserve method of accounting for bad debts by thrift
institutions, effective for taxable years beginning after 1995. Thrift
institutions that would be treated as small banks are allowed to utilize the
experience method applicable to such institutions, while thrift institutions
that are treated as large banks are required to use only the specific charge
off method. The percentage of taxable income method of accounting for bad
debts is no longer available for any financial institution.

A thrift institution required to change its method of computing reserves
for bad debt will treat such change as a change in the method of accounting,
initiated by the taxpayer, and having been made with the consent of the
Secretary of the Treasury. Any adjustment under Section 481(a) of the Code
required to be recaptured with respect to such change generally will be
determined solely with respect to the "applicable excess reserves" of the
taxpayer. The amount of the applicable excess reserves will be taken into
account ratably over a six-taxable year period, beginning with the first
taxable year beginning after 1995, subject to the residential loan
requirement described below. In the case of a thrift institution that

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becomes a large bank, the amount of the institution's applicable excess
reserves generally is the excess of (i) the balances of its reserve for
losses on qualifying real property loans (generally loans secured by improved
real estate) and its reserve for losses on nonqualifying loans (all other
types of loans) as of the close of its last taxable year beginning before
January 1, 1996, over (ii) the balances of such reserves as of the close of
its last taxable year beginning before January 1, 1988 (I.E., the "pre-1988
reserves"). In the case of a thrift institution that becomes a small bank,
like the Association, the amount of the institution's applicable excess
reserves generally is the excess of (i) the balances of its reserve for
losses on qualifying real property loans and its reserve for losses on
nonqualifying loans as of the close of its last taxable year beginning before
January 1, 1996, over (ii) the greater of the balance of (a) its pre-1988
reserves or (b) what the thrift's reserves would have been at the close of
its last year beginning before January 1, 1996, had the thrift always used
the experience method.

For taxable years that begin after December 31, 1995, and before January
1, 1998, if a thrift meets the residential loan requirement for a tax year,
the recapture of the applicable excess reserves otherwise required to be
taken into account as a Code Section 481(a) adjustment for the year will be
suspended. A thrift meets the residential loan requirement if, for the tax
year, the principal amount of residential loans made by the thrift during the
year is not less then its base amount. The "base amount" generally is the
average of the principal amounts of the residential loans made by the thrift
during the six most recent tax years beginning before January 1, 1996.

A residential loan is a loan as described in Section 7701(a)(19)(C)(v)
(generally a loan secured by residential real and church property and certain
mobile homes), but only to the extent that the loan is made to the owner of
the property to acquire, construct, or improve the property.

In addition to the regular income tax, MFC and the Association 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. Such tax preference items
include interest on certain tax-exempt bonds issued after August 7, 1986. In
addition, 75% of the amount by which a corporation's "adjusted current
earnings" exceeds its alternative minimum taxable income computed without
regard to this preference item and prior to reduction by net operating
losses, is included in alternative minimum taxable income. 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. Payments of alternative minimum tax may be
used as credits against regular tax liabilities in future years. In
addition, for taxable years after 1986 and before 1996, MFC and the
Association are also subject to an environmental tax equal to 0.12% of the
excess of alternative minimum taxable income for the taxable year (determined
without regard to net operating losses and the deduction for the
environmental tax) over $2.0 million.

The balance of the pre-1988 reserves is subject to the provisions of
Section 593(e) as modified by the Small Business Job Protection Act which
requires recapture in the case of certain excessive distributions to
shareholders. The pre-1988 reserves may not be utilized for payment of cash
dividends or other distributions to a shareholder (including distributions in
dissolution or liquidation) or for any other purpose (excess to absorb bad
debt losses). Distribution of a cash dividend by a thrift institution to a
shareholder is treated as made: first, out of the institution's post-1951
accumulated earnings and profits; second, out of the pre-1988 reserves; and
third, out of such other accounts as may be proper. To the extent a
distribution by the Association to MFC is deemed paid out of its pre-1988
reserves under these rules, the pre-1988 reserves would be reduced and the
Association's gross income for tax purposes would be increased by the amount
which, when reduced by the income tax, if any, attributable to the inclusion
of such amount in its gross income, equals the amount deemed paid out of the
pre-1988 reserves. As of September 30, 1996, the Association's pre-1988
reserves for tax purposes totaled approximately $1.3 million. The
Association believes it had approximately $5.7 million of accumulated
earnings and profits for tax purposes as of September 30, 1996, which would
be available for dividend distributions, provided regulatory restrictions
applicable to the payment of dividends are met. See "REGULATION - OTS
Regulations -- Limitations on Capital Distributions." No representation can
be made as to whether the Association will have current or accumulated
earnings and profits in subsequent years.

The tax returns of the Association have been audited or closed without
audit through calendar year 1991. In the opinion of management, any
examination of open returns would not result in a deficiency which could have
a material adverse effect on the financial condition of the Association.

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OHIO TAXATION

MFC is subject to the Ohio corporation franchise tax, which, as applied
to MFC, is a tax measured by both net earnings and net worth. The rate of
tax is the greater of (i) 5.1% on the first $50,000 of computed Ohio taxable
income and 8.9% of computed Ohio taxable income in excess of $50,000 and (ii)
0.582% times taxable net worth.

In computing its tax under the net worth method, MFC may exclude 100% of
its investment in the capital stock of the Association after the Conversion,
as reflected on the balance sheet of MFC, as long as it owns at least 25% of
the issued and outstanding capital stock of the Association. The calculation
of the exclusion from net worth is based on the ratio of the excludable
investment (net of any appreciation or goodwill included in such investment)
to total assets multiplied by the net value of the stock. As a holding
company, MFC may be entitled to various other deductions in computing taxable
net worth that are not generally available to operating companies.

A special litter tax is also applicable to all corporations, including
MFC, subject to the Ohio corporation franchise tax other than "financial
institutions." If the franchise tax is paid on the net income basis, the
litter tax is equal to .11% of the first $50,000 of computed Ohio taxable
income and .22% of computed Ohio taxable income in excess of $50,000. If the
franchise tax is paid on the net worth basis, the litter tax is equal to
.014% times taxable net worth.

The Association is a "financial institution" for State of Ohio tax
purposes. As such, it is subject to the Ohio corporate franchise tax on
"financial institutions," which is imposed annually at a rate of 1.5% of the
Association's book net worth determined in accordance with GAAP. As a
"financial institution," the Association is not subject to any tax based upon
net income or net profits imposed by the State of Ohio.

THE CONVERSION

THE OTS AND THE DIVISION HAVE APPROVED THE PLAN, SUBJECT TO THE APPROVAL
OF THE PLAN BY THE MEMBERS OF THE ASSOCIATION ENTITLED TO VOTE ON THE PLAN
AND SUBJECT TO THE SATISFACTION OF CERTAIN OTHER CONDITIONS IMPOSED BY THE
OTS AND THE DIVISION. OTS AND DIVISION APPROVAL DOES NOT CONSTITUTE A
RECOMMENDATION OR ENDORSEMENT OF THE PLAN.

GENERAL

On April 16, 1996, the Board of Directors of the Association unanimously
adopted the Plan and recommended that the voting members of the Association
approve the Plan at the Special Meeting. During and upon completion of the
Conversion, the Association will continue to provide the services presently
offered to depositors and borrowers, will maintain its existing offices and will
retain its existing management and employees.

Based on the current Valuation Range, between 858,500 and 1,161,500
Common Shares are expected to be offered in the Subscription Offering and the
concurrent Community Offering at a price of $10 per share. Federal
regulations require, with certain exceptions, that shares offered in
connection with the Conversion must be sold up to at least the minimum point
of the Valuation Range in order for the Conversion to become effective. The
actual number of Common Shares sold in connection with the Conversion will be
determined upon completion of the Offering in the sole discretion of the
Board of Directors based on the final valuation of the Association, as
converted. See "Pricing and Number of Common Shares to be Sold."

The Common Shares will be offered in the Subscription Offering to the ESOP
and certain present and former depositors of the Association. Any Common Shares
not subscribed for in the Subscription Offering will be concurrently offered to
the general public in the Community Offering in a manner which will seek to
achieve the widest distribution of the Common Shares, but which will give
preference to natural persons residing in Hamilton County, Ohio. Under OTS
regulations, the Community Offering must be completed within 45 days after
completion of the Subscription Offering, unless such period is extended by the
Association with the approval of the OTS and the Division. If the Community
Offering is determined not to be feasible, an occurrence that is not currently
anticipated, the Boards of Directors of MFC and the Association will consult
with the OTS and the Division to determine an appropriate alternative method of
selling, up to the minimum of the Valuation Range, the Common Shares for which
subscriptions were not received. No alternative sales methods are currently
planned.

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OTS and Ohio regulations require the completion of the Conversion within
24 months after the date of the approval of the Plan by the voting members of
the Association. The commencement and completion of the Conversion will be
subject to market conditions and other factors beyond the Association's
control. Due to changing economic and market conditions, no assurance can be
given as to the length of time that will be required to complete the sale of
the Common Shares. If delays are experienced, significant changes may occur
in the estimated pro forma market value of the Association. In such
circumstances, the Association may also incur substantial additional
printing, legal and accounting expenses in completing the Conversion. In the
event the Conversion is not successfully completed, the Association will be
required to charge all Conversion expenses against current earnings.

REASONS FOR THE CONVERSION

In unanimously adopting the Plan, the Board of Directors of the
Association determined that the Association will derive substantial benefits
from the Conversion and that the Conversion is in the best interests of the
Association and its members. The net proceeds from the sale of shares of
stock will increase the Association's regulatory capital and thereby enable
further growth, with the result that additional funds will be available for
lending and other investment purposes.

As a mutual institution, the Association has no stockholders and no
authority to issue capital stock. The Board of Directors of the Association
believes that the ability to issue and sell stock will provide additional
capital for investment, increase the Association's operational flexibility
and enable the Association to operate in the form used by commercial banks,
most business corporations and an increasing number of thrift institutions.
The formation of MFC will provide greater flexibility than the Association
would have alone for growth and diversification of business activities. The
Conversion also will enable the Association to utilize stock-related
incentive programs, which the Board of Directors believes will benefit the
Association by enabling it to attract and retain well-qualified directors,
management and staff.

PRINCIPAL EFFECTS OF THE CONVERSION

VOTING RIGHTS. Deposit holders who are members of the Association in
its mutual form will have no voting rights in the Association as converted
and will not participate, therefore, in the election of directors or
otherwise control the Association's affairs. Voting rights in MFC will be
held exclusively by its shareholders, and voting rights in the Association
will be held exclusively by MFC as the sole shareholder of the Association.
Each holder of MFC's common shares will be entitled to one vote for each
share owned on any matter to be considered by MFC's shareholders. See
"DESCRIPTION OF AUTHORIZED SHARES."

DEPOSIT ACCOUNTS AND LOANS. Deposit accounts in the Association, as
converted, will be equivalent in amount, interest rate and other terms to the
present deposit accounts in the Association, and the existing FDIC insurance
on such deposits will not be affected by the Conversion. The Conversion will
not affect the terms of loan accounts or the rights and obligations of
borrowers under their individual contractual arrangements with the
Association.

TAX CONSEQUENCES. The consummation of the Conversion is expressly
conditioned on receipt by the Association of a private letter ruling from the
IRS or an opinion of counsel to the effect that the Conversion will
constitute a tax-free reorganization as defined in Section 368(a) of the
Code. The Association intends to proceed with the Conversion based upon an
opinion received from its special counsel, Vorys, Sater, Seymour and Pease,
to the following effect:

(1) The Conversion constitutes a reorganization within the meaning of
Section 368(a)(1)(F) of the Code, and no gain or loss will be recognized by
the Association in its mutual form or in its stock form as a result of the
Conversion. The Association in its mutual form and the Association in its
stock form will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code;

(2) No gain or loss will be recognized by the Association upon the
receipt of money from MFC in exchange for the capital stock of the
Association, as converted;

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after the Conversion will include the period during which the
assets were held by the Association before the Conversion;

(4) No gain or loss will be recognized by the deposit account holders
of the Association upon the issuance to them, in exchange for their
respective withdrawable deposit accounts in the Association immediately
prior to the Conversion, of withdrawable deposit accounts in the
Association immediately after the Conversion, in the same dollar amount as
their withdrawable deposit accounts in the Association immediately prior to
the Conversion, plus, in the case of Eligible Account Holders and
Supplemental Eligible Account Holders, the interests in the Liquidation
Account of the Association, as described below;

(5) The basis of the withdrawable deposit accounts in the Association
held by its deposit account holders immediately after the Conversion will
be the same as the basis of their deposit accounts in the Association
immediately prior to the Conversion. The basis of the interests in the
Liquidation Account received by the Eligible Account Holders and
Supplemental Eligible Account Holders will be zero. The basis of the
nontransferable subscription rights received by Eligible Account Holders,
Supplemental Eligible Account Holders and Other Eligible Members will be
zero (assuming that at distribution such rights have no ascertainable fair
market value);

(6) No gain or loss will be recognized by Eligible Account Holders,
Supplemental Eligible Account Holders or Other Eligible Members upon the
distribution to them of nontransferable subscription rights to purchase
Common Shares (assuming that at distribution such rights have no
ascertainable fair market value), and no taxable income will be realized by
such Eligible Account Holders, Supplemental Eligible Account Holders or
Other Eligible Members as a result of their exercise of such
nontransferable subscription rights;

(7) The basis of the Common Shares purchased by members of the
Association pursuant to the exercise of subscription rights will be the
purchase price thereof (assuming that such rights have no ascertainable
fair market value and that the purchase price is not less than the fair
market value of the shares on the date of such exercise), and the holding
period of such shares will commence on the date of such exercise. The
basis of the Common Shares purchased other than by the exercise of
subscription rights will be the purchase price thereof (assuming in the
case of the other subscribers that the opportunity to buy in the
Subscription Offering has no ascertainable fair market value), and the
holding period of such shares will commence on the day after the date of
the purchase;

(8) For purposes of Section 381 of the Code, the Association will be
treated as if there had been no reorganization. The taxable year of the
Association will not end on the effective date of the Conversion.
Immediately after the Conversion, the Association in its stock form will
succeed to and take into account the tax attributes of the Association in
its mutual form immediately prior to the Conversion, including the
Association's earnings and profits or deficit in earnings and profits;

(9) The bad debt reserves of the Association in its mutual form
immediately prior to the Conversion will not be required to be restored to
the gross income of the Association in its stock form as a result of the
Conversion and immediately after the Conversion such bad debt reserves will
have the same character in the hands of the Association in its stock form
as they would have had if there had been no Conversion. The Association in
its stock form will succeed to and take into account the dollar amounts of
those accounts of the Association in its mutual form which represent bad
debt reserves in respect of which the Association in its mutual form has
taken a bad debt deduction for taxable years ending on or before the
Conversion; and

(10) Regardless of book entries made for the creation of the
Liquidation Account, the Conversion will not diminish the accumulated
earnings and profits of the Association available for the subsequent
distribution of dividends within the meaning of Section 316 of the Code.
The creation of the Liquidation Account on the records of the Association
will have no effect on its taxable income, deductions for additions to
reserves for bad debts under Section 593 of the Code or distributions to
stockholders under Section 593(e) of the Code.

The Association has received an opinion from Keller to the effect that the
subscription rights have no ascertainable fair market value because the rights
are received by specified persons at no cost, may not be transferred and are of
short duration. The IRS could challenge the assumption that the subscription
rights have no ascertainable fair market value.

For Ohio tax purposes, the tax consequences of the Conversion will be
as follows:

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(1) The Association is a "financial institution" for State of Ohio
tax purposes, and the Conversion will not change such status;

(2) The Association is subject to the Ohio corporate franchise tax
on "financial institutions," which is imposed annually at a rate of 1.5% of
the Association's equity capital determined in accordance with GAAP, and
the Conversion will not change such status;

(3) As a "financial institution," the Association is not subject to
any tax based upon net income or net profit imposed by the State of Ohio,
and the Conversion will not change such status;

(4) The Conversion will not be a taxable transaction to the
Association in its mutual or stock form for purposes of the Ohio corporate
franchise tax. As a consequence of the Conversion, however, the annual
Ohio corporate franchise tax liability of the Association will increase if
the taxable net worth of the Association (i.e., book net worth computed in
accordance with GAAP at the close of the Association's taxable year for
federal income tax purposes) increases thereby; and

(5) The Conversion will not be a taxable transaction to any deposit
account holder or borrower member of the Association in its mutual or stock
form for purposes of the Ohio corporate franchise tax and the Ohio personal
income tax.

Each Eligible Account Holder, Supplemental Eligible Account Holder and
Other Eligible Member is urged to consult his or her own tax advisor with
respect to the affect of such tax consequences on his or her own particular
facts and circumstances.

LIQUIDATION ACCOUNT. In the unlikely event of a complete liquidation of
the Association in its present mutual form, each depositor in the Association
would receive a pro rata share of any assets of the Association remaining after
payment of the claims of all creditors, including the claims of all depositors
to the withdrawable value of their deposit accounts. A depositor's pro rata
share of such remaining assets would be the same proportion of such assets as
the value of such depositor's deposit accounts bears to the total aggregate
value of all deposit accounts in the Association at the time of liquidation.

In the event of a complete liquidation of the Association in its stock form
after the Conversion, each depositor would have a claim of the same general
priority as the claims of all other general creditors of the Association.
Except as described below, each depositor's claim would be solely in the amount
of the balance in such depositor's deposit account plus accrued interest. The
depositor would have no interest in the assets of the Association above that
amount. Such assets would be distributed to MFC as the sole shareholder of the
Association.

For the purpose of granting a limited priority claim to the assets of the
Association in the event of a complete liquidation thereof to Eligible Account
Holders and Supplemental Eligible Account Holders who continue to maintain
deposit accounts at the Association after the Conversion, the Association will,
at the time of Conversion, establish a liquidation account in an amount equal to
the regulatory capital of the Association as of the latest practicable date
prior to the Conversion at which such regulatory capital can be determined (the
"Liquidation Account"). For this purpose, the Association will use the
regulatory capital figure set forth in its latest statement of regulatory
capital contained in the Prospectus. The Liquidation Account will not operate
to restrict the use or application of any of the regulatory capital of the
Association.

Each Eligible Account Holder and Supplemental Eligible Account Holder will
have a separate inchoate interest (the "Subaccount") in a portion of the
Liquidation Account for Qualifying Deposits held on the Eligibility Record Date
or the Supplemental Eligibility Record Date.

The balance of each initial Subaccount shall be an amount determined by
multiplying the amount in the Liquidation Account by a fraction, the numerator
of which is the closing balance in the account holder's account as of the close
of business on the Eligibility Record Date or the Supplemental Eligibility
Record Date, as the case may be, and the denominator of which is the total
amount of all Qualifying Deposits of Eligible Account Holders and Supplemental
Eligible Account Holders on the corresponding record date. The balance of each
Subaccount may be decreased but will never be increased. If, at the close of
business on the last day of each fiscal year of MFC subsequent to the respective
record dates, the balance in the deposit account to which a Subaccount relates
is less than the lesser of (i) the deposit balance in such deposit account at
the close of business on the last day of any other fiscal year of MFC subsequent
to the Eligibility Record Date or the Supplemental Eligibility Record Date or
(ii) the amount of the Qualifying Deposit as of the Eligibility Record Date or
the Supplemental Eligibility Record Date,

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the balance of the Subaccount for such deposit account shall be adjusted
proportionately to the reduction in such deposit account balance. In the
event of any such downward adjustment, such Subaccount balance shall not be
subsequently increased notwithstanding any increase in the deposit balance of
the related deposit account. If any deposit account is closed, its related
Subaccount shall be reduced to zero upon such closing.

In the event of a complete liquidation of the converted Association (and
only in such event), each Eligible Account Holder and Supplemental Eligible
Account Holder shall receive from the Liquidation Account a distribution equal
to the current balance in each of such account holder's Subaccounts before any
liquidation distribution may be made to MFC as the sole shareholder of the
Association. Any assets remaining after satisfaction of such liquidation rights
and the claims of the Association's creditors would be distributed to MFC as the
sole shareholder of the Association. No merger, consolidation, purchase of bulk
assets or similar combination or transaction with another financial institution,
the deposits of which are insured by the FDIC, will be deemed to be a complete
liquidation for this purpose and, in any such transaction, the Liquidation
Account shall be assumed by the surviving institution.

COMMON SHARES. SHARES ISSUED UNDER THE PLAN CANNOT AND WILL NOT BE INSURED
BY THE FDIC. For a description of the characteristics of the Common Shares, see
"DESCRIPTION OF AUTHORIZED SHARES."

INTERPRETATION AND AMENDMENT OF THE PLAN

The Boards of Directors of the Association and MFC will interpret the Plan.
To the extent permitted by law, all interpretations of the Plan by the Boards of
Directors of MFC and the Association will be final. The Plan may be amended by
the Boards of Directors of MFC and the Association at any time with the
concurrence of the OTS and the Division. If the Association and MFC determine
upon advice of counsel and after consultation with the OTS and the Division that
any such amendment is material, subscribers will be notified of the amendment
and will be provided the opportunity to affirm, increase, decrease or cancel
their subscriptions. Any person who does not affirmatively elect to continue
his subscription or elects to rescind his subscription before the date specified
in the notice will have all of his funds promptly refunded with interest. Any
person who elects to decrease his subscription will have the appropriate portion
of his funds promptly refunded with interest.

CONDITIONS AND TERMINATION

The completion of the Conversion requires the approval of the Plan and the
adoption of the Amended Articles of Incorporation and Amended Constitution by
the voting members of the Association at the Special Meeting and the sale of the
requisite amount of Common Shares within 24 months following the date of such
approval. If these conditions are not satisfied, the Plan will automatically
terminate and the Association will continue its business in the mutual form of
organization. The Plan may be voluntarily terminated by the Board of Directors
at any time before the Special Meeting and at any time thereafter with the
approval of the OTS and the Division.

SUBSCRIPTION OFFERING

THE SUBSCRIPTION OFFERING WILL EXPIRE AT 4:30 P.M., EASTERN TIME, ON
________________________, 1997. SUBSCRIPTION RIGHTS NOT EXERCISED BEFORE THE
SUBSCRIPTION EXPIRATION DATE, WILL BE VOID, WHETHER OR NOT THE ASSOCIATION HAS
BEEN ABLE TO LOCATE EACH PERSON ENTITLED TO SUCH SUBSCRIPTION RIGHTS.

Nontransferable subscription rights to purchase Common Shares are being
issued at no cost to all eligible persons and entities in accordance with the
preference categories established by the Plan, as described below. Each
subscription right may be exercised only by the person to whom it is issued and
only for his or her own account. EACH PERSON SUBSCRIBING FOR COMMON SHARES MUST
REPRESENT TO THE ASSOCIATION THAT HE OR SHE IS PURCHASING SUCH SHARES FOR HIS OR
HER OWN ACCOUNT AND THAT HE OR SHE HAS NO AGREEMENT OR UNDERSTANDING WITH ANY
OTHER PERSON FOR THE SALE OR TRANSFER OF SUCH SHARES. ANY PERSON WHO ATTEMPTS
TO TRANSFER HIS OR HER SUBSCRIPTION RIGHTS MAY BE SUBJECT TO PENALTIES AND
SANCTIONS, INCLUDING LOSS OF THE SUBSCRIPTION RIGHTS.

The number of Common Shares which a person who has subscription rights may
purchase will be determined, in part, by the total number of Common Shares to be
issued and the availability of Common Shares for purchase under the preference
categories set forth in the Plan and certain other limitations. See
"Limitations on Purchases of Common Shares." The sale of any Common Shares
pursuant to subscriptions received is contingent upon approval of the Plan by
the voting members of the Association at the Special Meeting.

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The preference categories and preliminary purchase limitations which have
been established by the Plan, in accordance with applicable regulations, for the
allocation of Common Shares are as follows:

(a) Each Eligible Account Holder shall receive, without payment
therefore, a nontransferable right to purchase up to the greater of (i) 2%
of the total number of Common Shares to be sold in the Conversion (26,715
shares at the maximum of the Valuation Range, as adjusted) or (ii) 15 times
the product (rounded down to the next whole number) obtained by multiplying
the total number of Common Shares to be sold in connection with the
Conversion by a fraction, the numerator of which is the amount of the
Eligible Account Holder's Qualifying Deposit and the denominator of which
is the total amount of Qualifying Deposits of all Eligible Account Holders,
subject to the limitation that no person, together with such person's
Associates and other persons acting in concert with such person, may
purchase more than 4% of the Common Shares sold in connection with the
Conversion (53,429 shares at the maximum of the Valuation Range, as
adjusted) and subject to adjustments by the Board of Directors of MFC and
the Association as set forth in the Plan. If the exercise of subscription
rights by Eligible Account Holders results in an over-subscription, Common
Shares will be allocated among subscribing Eligible Account Holders in a
manner which will, to the extent possible, make the total allocation of
each subscriber equal 100 shares or the amount subscribed for, whichever is
less. Any Common Shares remaining after such allocation has been made will
be allocated among the subscribing Eligible Account Holders whose
subscriptions remain unfilled in the proportion which the amount of their
respective Qualifying Deposits on the Eligibility Record Date bears to the
total Qualifying Deposits of all Eligible Account Holders on such date.
Notwithstanding the foregoing, Common Shares in excess of 1,161,500, the
maximum of the Valuation Range, may be sold to the ESOP before fully
satisfying the subscriptions of Eligible Account Holders. No fractional
shares will be issued. For purposes of this paragraph (a), increases in
the Qualifying Deposits of directors and executive officers of the
Association during the twelve months preceding the Eligibility Record Date
shall not be considered.

(b) The ESOP shall receive, without payment therefore, a
nontransferable right to purchase Common Shares in an aggregate amount of
up to 10% of the Common Shares sold in the Conversion, provided that shares
remain available after satisfying the subscription rights of Eligible
Account Holders up to the maximum of the Valuation Range pursuant to
paragraph (a) above. Although the Plan and OTS regulations permit the ESOP
to purchase up to 10% of the Common Shares, MFC anticipates that the ESOP
will purchase 8% of the Common Shares. If the ESOP is unable to purchase
all or part of the Common Shares for which it subscribes, the ESOP may
purchase Common Shares on the open market or may purchase authorized but
unissued Common Shares. If the ESOP purchases authorized but unissued
Common Shares, such purchases could have a dilutive effect on the interests
of MFC's shareholders.

(c) Each Supplemental Eligible Account Holder will receive,
without payment therefore, a nontransferable right to purchase up to the
greater of (i) 2% of the total number of Common Shares to be sold in the
Conversion (26,715 shares at the maximum of the Valuation Range, as
adjusted) or (ii) 15 times the product (rounded down to the next whole
number) obtained by multiplying the total number of Common Shares to be
sold in connection with the Conversion by a fraction, the numerator of
which is the amount of the Supplemental Eligible Account Holder's
Qualifying Deposit and the denominator of which is the total amount of
Qualifying Deposits of all Supplemental Eligible Account Holders, subject
to (i) the limitation that no person, together with such person's
Associates and other persons acting in concert with such person, may
purchase more than 4% of the Common Shares sold in connection with the
Conversion (53,429 shares at the maximum of the Valuation Range, as
adjusted) and (ii) the limitation that shares remain available after
satisfying the subscription rights of Eligible Account Holders and the ESOP
pursuant to paragraphs (a) and (b) above and subject to adjustments by the
Board of Directors of MFC and the Association as set forth in the Plan. If
the exercise of subscription rights by Supplemental Eligible Account
Holders results in an oversubscription, Common Shares will be allocated
among subscribing Supplemental Eligible Account Holders in a manner which
will, to the extent possible, make the total allocation of each subscriber
equal 100 shares or the amount subscribed for, whichever is less. Any
Common Shares remaining after such allocation has been made will be
allocated among the subscribing Supplemental Eligible Account Holders whose
subscriptions remain unfilled in the proportion which the amount of their
respective Qualifying Deposits on the Supplemental Eligibility Record Date
bears to the total Qualifying Deposits of all Supplemental Eligible Account
Holders on such date. No fractional shares will be issued.

Subscription rights received by Supplemental Eligible Account
Holders will be subordinate to the subscription rights of Eligible Account
Holders and the ESOP.

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(d) Each Other Eligible Member, other than an Eligible Account
Holder or Supplemental Eligible Account Holder, shall receive, without
payment therefore, a nontransferable right to purchase a number of Common
shares equal to up to 2% of the total number of Common Shares to be sold in
the Conversion (26,715 shares at the maximum of the Valuation Range, as
adjusted), subject to (i) the limitation that no person, together with such
person's Associates and other persons acting in concert with such person,
may purchase more than 4% of the Common Shares sold in connection with the
Conversion (53,429 shares at the maximum of the Valuation Range, as
adjusted) and (ii) the limitation that shares remain available after
satisfying the subscription rights of Eligible Account Holders, the ESOP
and Supplemental Eligible Account Holders pursuant to paragraphs (a), (b)
and (c) above and subject to adjustment by the Boards of Directors of MFC
and the Association as set forth in the Plan. In the event of an
oversubscription by Other Eligible Members, the available Common Shares
will be allocated among subscribing Other Eligible Members in the same
proportion that their subscriptions bear to the total amount of
subscriptions by all Other Eligible Members; provided, however, that, to
the extent sufficient Common Shares are available, each subscribing Other
Eligible Member shall receive 25 Common Shares before the remaining
available Common Shares are allocated.

Subscription rights received by Other Eligible Members will be subordinate
to the subscription rights of Eligible Account Holders, the ESOP and
Supplemental Eligible Account Holders.

The Board of Directors may reject any one or more subscriptions if, based
upon the Board of Directors' interpretation of applicable regulations, such
subscriber is not entitled to the shares for which he or she has subscribed or
if the sale of shares subscribed for would be in violation of any applicable
statutes, regulations or rules.

The Association will make reasonable efforts to comply with the securities
laws of all states in the United States in which persons having subscription
rights reside. However, no such person will be offered or receive any Common
Shares under the Plan who resides in a foreign country or in a state of the
United States with respect to which each of the following apply: (i) a small
number of persons otherwise eligible to subscribe for shares under the Plan
resides in such country or state; (ii) under the securities laws of such country
or state, the granting of subscription rights or the offer or sale of Common
Shares to such persons would require MFC or its officers or directors to
register as a broker or dealer or to register or otherwise qualify its
securities for sale in such country or state; and (iii) such registration or
qualification would be impracticable for reasons of cost or otherwise.

The term "resident" as used herein with respect to the Subscription
Offering means any person who, on the date of submission of an Order Form,
maintained a bona fide residence within a jurisdiction in which the Common
Shares are being offered for sale. If a person is a business entity, the
person's residence shall be the location of the principal place of business. If
the person is a personal benefit plan, the residence of the beneficiary shall be
the residence of the plan. In the case of all other benefit plans, the
residence of the trustee shall be the residence of the plan. In all cases, the
determination of a subscriber's residency shall be in the sole discretion of the
Association and MFC.

COMMUNITY OFFERING

Concurrently with the Subscription Offering, the Association is hereby
offering Common Shares in the Community Offering subject to the limitations set
forth below and to the extent such shares remain available after the
satisfaction of all subscriptions received in the Subscription Offering. If
subscriptions are received in the Subscription Offering for up to 1,335,725
Common Shares, Common Shares may not be available in the Community Offering.

THE COMMUNITY OFFERING MAY BE TERMINATED AT ANY TIME AFTER ORDERS FOR AT
LEAST 1,335,725 COMMON SHARES HAVE BEEN RECEIVED BUT IN NO EVENT LATER THAN 45
DAYS AFTER THE SUBSCRIPTION EXPIRATION DATE ON ______, 1997, UNLESS EXTENDED BY
THE ASSOCIATION AND MFC WITH THE APPROVAL OF THE OTS AND THE DIVISION, IF
NECESSARY. IN ACCORDANCE WITH THE PLAN THE OFFERING MAY NOT BE EXTENDED BEYOND
__________. IN NO EVENT, HOWEVER, WILL THE COMMUNITY OFFERING EXTEND BEYOND
___________, 1997, WITHOUT THE CONSENT OF THE OTS.

In the event shares are available for the Community Offering, each person,
together with any Associate or groups Acting in Concert, may purchase in the
Community Offering up to 2% of the Common Shares sold in connection with the
Conversion (26,715 shares at the maximum of the Valuation Range, as adjusted).
If an insufficient number of Common Shares is available to fill all of the
orders received in the Community Offering, the available Common Shares will be
allocated in a manner to be determined by the Boards of Directors of MFC and the
Association, subject to the following:

(i) Preference will be given to natural persons who are
residents of Hamilton County, Ohio, the county in which the offices of the
Association are located;

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(ii) Orders received in the Community Offering will first be
filled up to 2% of the total number of Common Shares offered, with any
remaining shares allocated on an equal number of shares per order basis
until all orders have been filled; and

(iii) The right of any person to purchase Common Shares in the
Community Offering is subject to the right of MFC and the Association to
accept or reject such purchases in whole or in part.

The term "resident," as used herein with respect to the Community Offering,
means any natural person who, on the date of submission of an Order Form,
maintains a bona fide residence within, as appropriate, Hamilton County, Ohio,
or a jurisdiction in which the Common Shares are being offered for sale.

LIMITATIONS ON PURCHASES OF COMMON SHARES

The Plan provides for certain additional limitations to be placed upon the
purchase of Common Shares. To the extent Common Shares are available, the
minimum number of Common Shares that may be purchased by any party is 25. No
fractional shares will be issued.

Currently, each Eligible Account Holder, Supplemental Eligible Account
Holder and Other Eligible Member in the Subscription Offering, and each person,
together with his Associates and persons Acting in Concert, in the Community
Offering, may purchase up to 2% of the Common Shares (26,715 shares at the
maximum of the Valuation Range, as adjusted), subject to the limitation that no
person, together with such person's Associates and others with whom such person
may be Acting in Concert, may purchase more than 4% of the Common Shares sold in
connection with the Conversion (53,429 shares at the maximum of the Valuation
Range, as adjusted). Such limitation does not apply to the ESOP. Subject to
applicable regulations but without further approval of the members of the
Association, the purchase limitation may be increased or decreased after the
commencement of the Offering in the sole discretion of the Boards of Directors
of MFC and the Association. If such amount is increased, persons who subscribed
for the maximum amount will be given the opportunity to increase their
subscriptions up to the then applicable limits, subject to the rights and
preferences of any person who has priority subscription rights. In the event
that the purchase limitation is decreased after commencement of the Subscription
Offering, the order of any person who subscribed for the maximum number of
Common Shares shall be decreased by the minimum amount necessary so that such
person shall be in compliance with the then maximum number of Common Shares
permitted to be subscribed for by such person.

"Acting in Concert" is defined as "knowing participation in a joint
activity or independent conscious parallel action towards a common goal" or "a
combination or pooling of voting or other interests in the securities of an
issuer for a common purpose." Persons shall be presumed to be acting in concert
with each other if: (i) both are purchasing Common Shares in the Conversion and
are (a) executive officers, directors, trustees, or any one who performs, or
whose nominee or representative performs, a similar policy making function at a
company (other than the Association or MFC) or principal business units or
subsidiaries of a company, or (b) any person who directly or indirectly owns or
controls 10% or more of the stock of a company (other than the Association or
MFC); or (ii) one person provides credit to the other for the purchase of Common
Shares or is instrumental in obtaining that credit. In addition, if a person is
presumed to be Acting in Concert with another person, then the person is
presumed to Act in Concert with anyone else who is, or is presumed to be, acting
in concert with that other person.

For purposes of the Plan, (i) the directors of the Association are not
deemed to be Acting in Concert solely by reason of their membership on the Board
of Directors of the Association, and (ii) an associate of a person (an
"Associate") is: (a) any corporation or organization (other than the
Association) of which such person is an officer, partner or, directly or
indirectly, the beneficial owner of 10% or more of any class of equity
securities; (b) any trust or other estate in which such person has a substantial
beneficial interest or as to which such person serves as trustee or in a similar
fiduciary capacity; and (c) any relative or spouse of such person, or relative
of such spouse, who either has the same home as such person or who is a director
or officer of the Association. Executive officers and directors of the
Association and their Associates may not purchase, in the aggregate, more than
35% of the total number of Common Shares sold in the Conversion. Shares
acquired by the ESOP will not, pursuant to regulations governing the Conversion,
be aggregated with the shares purchased by the directors, officers and employees
of the Association.

Purchases of Common Shares in the Offering are also subject to the change
in control regulations which restrict direct and indirect purchases of 10% or
more of the stock of any savings association by any person or group of persons
acting in concert, under certain circumstances. See "RESTRICTIONS ON
ACQUISITION OF MFC AND THE ASSOCIATION AND RELATED ANTI-TAKEOVER PROVISIONS -
Federal Law and Regulation."

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After the Conversion, Common Shares, except for Common Shares purchased by
officers and directors of MFC and the Association, will be freely transferable,
subject to OTS and Division regulations. See "Restrictions on Transferability
of Common Shares by Officers and Directors."

MARKETING PLAN

The offering of the Common Shares is made only pursuant to this Prospectus
which is available to all eligible subscribers by mail. Additional copies are
available at the offices of the Association. See "ADDITIONAL INFORMATION."
Officers and directors of the Association will be available to answer questions
about the Conversion and may also hold informational meetings for interested
persons. Such officers and directors will not be permitted to make statements
about MFC or the Association unless such information is also set forth in this
Prospectus, nor will they render investment advice. MFC will rely on Rule 3a4-1
under the Securities Exchange Act of 1934 (the "Exchange Act"), and sales of
Common Shares will be conducted within the requirements of Rule 3a4-1, which
will permit officers, directors and employees of MFC and the Association to
participate in the sale of Common Shares. No officer, director or employee of
MFC or the Association will be compensated in connection with his participation
by the payment of commissions or other remuneration based either directly or
indirectly on the transactions in the Common Shares.

To assist MFC and the Association in marketing the Common Shares, the
Association has retained the services of Webb, a broker-dealer registered with
the SEC and member of the National Association of Securities Dealers, Inc.
("NASD"). Webb will assist the Association in (i) training and educating the
Association's employees regarding the mechanics and regulatory requirements of
the conversion process; (ii) conducting information meetings for subscribers and
other potential purchasers; and (iii) keeping records of all stock
subscriptions. For providing these services, the Association has agreed to pay
Webb (a) a management fee of $25,000, all of which has been paid, and (b) a
marketing fee of 1.5% of the aggregate dollar amount of Common Shares sold in
the Subscription Offering and the Community Offering, excluding shares sold by
Selected Brokers (as defined below), if any, and shares purchased by the ESOP
and directors, officers, and employees of the Association and members of their
immediate families. The management fee will be deducted from the marketing fee.
Webb will also receive a fee of $6,500 for the performance of conversion agent
and other data processing duties, which Webb shall subcontract. Webb is not
obligated to purchase any Common Shares.

The Association has also agreed to reimburse Webb for its legal fees and
disbursements in an amount not to exceed $25,000. The Association and MFC have
also agreed to indemnify Webb, under certain circumstances, against liabilities
and expenses (including legal fees) arising out of or based upon untrue
statements or omissions contained in the materials used in the Offering or in
various documents submitted to regulatory authorities in respect of the
Conversion, including liabilities under the Securities Act of 1933, as amended
(the "Act").

SELECTED BROKERS

If Common Shares remain available after the satisfaction of all
subscriptions received in the Subscription Offering, Webb may enter into an
agreement with certain brokers (the "Selected Brokers") to assist in the sale of
Common Shares in the Community Offering. If Selected Brokers are used, Webb
will receive commissions of no more than 5.5% of the aggregate purchase price of
the Common Shares sold in the Community Offering by the Selected Brokers, and
Webb will pay to the Selected Brokers a portion of the 5.5% commission pursuant
to selected dealer agreements. During the Community Offering, Selected Brokers
may only solicit indications of interest from their customers to place orders
with the Association as of a certain date (the "Order Date") for the purchase of
Common Shares. When and if the Association believes that enough indications of
interest and orders have been received in the Community Offering to consummate
the Conversion, Webb will request, as of the Order Date, Selected Brokers to
submit orders to purchase shares for which they have previously received
indications of interest from the customers. Selected Brokers will send
confirmations of the orders to such customers on the next business day after the
Order Date. Selected Brokers will debit the accounts of their customers on the
date which will be three business days from the Order Date (the "Settlement
Date"). On the Settlement Date, funds received by Selected Brokers will be
remitted to the Association. It is anticipated that the Conversion will be
consummated on the Settlement Date. However, if consummation is delayed after
payment has been received by the Association from Selected Brokers, funds will
earn interest at the passbook rate, currently an annual percentage yield of
____%, until the completion of the offering. Funds will be returned promptly in
the event the Conversion is not consummated.

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EFFECT OF EXTENSION OF COMMUNITY OFFERING

If the Community Offering extends beyond 45 days after the Subscription
Expiration Date, persons who have subscribed for Common Shares in the
Subscription Offering or in the Community Offering will receive a written notice
that until a date specified in the notice they have the right to increase,
decrease or rescind their subscriptions for Common Shares at any time prior to
20 days before the end of the extension period. Any person who does not
affirmatively elect to continue his subscription or elects to rescind his
subscription during any such extension will have all of his funds promptly
refunded with interest. Any person who elects to decrease his subscription
during any such extension shall have the appropriate portion of his funds
promptly refunded with interest.

USE OF ORDER FORMS

Subscriptions for Common Shares in the Subscription Offering and in the
Community Offering may be made only by completing and submitting an Order Form.
Any person who desires to subscribe for Common Shares in the Subscription
Offering or the Community Offering must do so by delivering to the Association
at 7522 Hamilton Avenue, Mt. Healthy, Ohio 45231, by mail or in person, prior to
4:30 p.m., Eastern Time, on _______, 1997, a properly executed and completed
Order Form, together with full payment of the subscription price of $10 for each
Common Share for which subscription is made. ANY ORDER FORM WHICH IS NOT
RECEIVED BY THE ASSOCIATION PRIOR TO 4:30 P.M., EASTERN TIME, ON ________, 1997,
OR FOR WHICH FULL PAYMENT HAS NOT BEEN RECEIVED BY THE ASSOCIATION PRIOR TO SUCH
TIME, WILL NOT BE ACCEPTED. PHOTOCOPIES, TELECOPIES OR OTHER REPRODUCTIONS OF
ORDER FORMS WILL NOT BE ACCEPTED. See "ADDITIONAL INFORMATION." THE FAILURE TO
DELIVER A PROPERLY EXECUTED ORIGINAL ORDER FORM AND FULL PAYMENT IN A MANNER BY
WHICH THEY ARE ACTUALLY RECEIVED BY MFC NO LATER THAN 4:30 P.M. ON THE
SUBSCRIPTION EXPIRATION DATE WILL PRECLUDE THE PURCHASE OF COMMON SHARES IN THE
OFFERING.

AN EXECUTED ORDER FORM, ONCE RECEIVED BY MFC, MAY NOT BE MODIFIED, AMENDED
OR RESCINDED WITHOUT THE CONSENT OF MFC, UNLESS (I) THE COMMUNITY OFFERING IS
NOT COMPLETED WITHIN 45 DAYS AFTER THE SUBSCRIPTION EXPIRATION DATE OR (II) THE
FINAL VALUATION OF THE ASSOCIATION, AS CONVERTED, IS LESS THAN $8,585,000 OR
MORE THAN $13,357,250. IF EITHER OF THOSE EVENTS OCCUR, PERSONS WHO HAVE
SUBSCRIBED FOR COMMON SHARES IN THE SUBSCRIPTION OFFERING OR ORDERED COMMON
SHARES IN THE COMMUNITY OFFERING WILL RECEIVE WRITTEN NOTICE THAT, UNTIL A DATE
SPECIFIED IN THE NOTICE, THEY HAVE A RIGHT TO AFFIRM, INCREASE, DECREASE OR
RESCIND THEIR SUBSCRIPTIONS OR ORDERS. ANY PERSON WHO DOES NOT AFFIRMATIVELY
ELECT TO CONTINUE HIS SUBSCRIPTION OR ORDER OR ELECTS TO RESCIND HIS
SUBSCRIPTION OR ORDER DURING ANY SUCH EXTENSION WILL HAVE ALL OF HIS FUNDS
PROMPTLY REFUNDED WITH INTEREST. ANY PERSON WHO ELECTS TO DECREASE HIS
SUBSCRIPTION OR ORDER DURING ANY SUCH EXTENSION WILL HAVE THE APPROPRIATE
PORTION OF HIS FUNDS PROMPTLY REFUNDED WITH INTEREST. IN ADDITION, IF THE
MAXIMUM PURCHASE LIMITATION IS INCREASED TO MORE THAN 2% OF THE COMMON SHARES,
PERSONS WHO HAVE SUBSCRIBED FOR 2% OF THE COMMON SHARES WILL BE GIVEN THE
OPPORTUNITY TO INCREASE THEIR SUBSCRIPTIONS.

PAYMENT FOR COMMON SHARES

Payment of the subscription or order price for all Common Shares for which
subscription or order is made must accompany all completed Order Forms in order
for subscriptions or orders to be valid. Payment for Common Shares may be made
(i) in cash, if delivered in person; (ii) by check, bank draft or money order
made payable to the Association; or (iii) by authorization of withdrawal from
deposit accounts in the Association (other than non-self-directed IRAs). The
Association cannot lend money or otherwise extend credit to any person to
purchase Common Shares, other than the ESOP.

Payments made in cash or by check, bank draft or money order will be placed
in a segregated savings account insured by the FDIC up to applicable limits
until the Conversion is completed or terminated. Interest will be paid by the
Association on such account at the Association's passbook savings account rate,
currently annual percentage yield of 2.79%, from the date payment is received
until the Conversion is completed or terminated. Payments made by check will
not be deemed to have been received until such check has cleared for payment.

Instructions for authorizing withdrawals from deposit accounts, including
certificates of deposit, are provided in the Order Form. Once a withdrawal has
been authorized, none of the designated withdrawal amount may be used by a
subscriber for any purpose other than to purchase Common Shares, unless the
Conversion is terminated. All sums authorized for withdrawal will continue to
earn interest at the contract rate for such account or certificate until the
completion or termination of the Conversion. Interest penalties for early
withdrawal applicable to certificate accounts will be waived in the case of
withdrawals authorized for the purchase of Common Shares. If a partial
withdrawal from a certificate account results in a

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balance less than the applicable minimum balance requirement, the certificate
will be canceled and the remaining balance will earn interest at the
Association's passbook rate subsequent to the withdrawal.

Persons who are beneficial owners of IRAs maintained at the Association do
not personally have subscription rights related to such account. The account
itself, however, may have subscription rights. In order to utilize funds in an
IRA maintained at the Association, the funds must be transferred to a self-
directed IRA that permits the funds to be invested in stock. There will be no
early withdrawal or IRS penalties for such transfer. The beneficial owner of
the IRA must direct the trustee of the account to use funds from such account to
purchase Common Shares in connection with the Conversion. THIS CANNOT BE DONE
THROUGH THE MAIL. Persons who are interested in utilizing IRAs at the
Association to subscribe for Common Shares should contact the Conversion
Information Center at (513)___-____ for instructions and assistance.

Subscriptions and orders will not be filled by the Association until
subscriptions and orders have been received in the Offering for up to 858,500
Common Shares, the minimum point of the Valuation Range. If the Conversion is
terminated, all funds delivered to the Association for the purchase of Common
Shares will be returned with interest, and all charges to deposit accounts will
be rescinded. If subscriptions and orders are received for at least 858,500
Common Shares, subscribers and other purchasers will be notified by mail,
promptly on completion of the sale of the Common Shares, of the number of shares
for which their subscriptions or orders have been accepted. The funds on
deposit with the Association for the purchase of Common Shares will be withdrawn
and paid to MFC in exchange for the Common Shares. Certificates representing
Common Shares will be delivered promptly thereafter. The Common Shares will not
be insured by the FDIC.

If the ESOP subscribes for Common Shares in the Subscription Offering, the
ESOP will not be required to pay for the shares subscribed for at the time it
subscribes but may pay for such Common Shares upon consummation of the
Conversion.

SHARES TO BE PURCHASED BY MANAGEMENT PURSUANT TO SUBSCRIPTION RIGHTS

The following table sets forth certain information regarding the
subscription rights intended to be exercised by the directors and executive
officers of the Association and MFC and their Associates and persons with whom
they may be deemed to be Acting in Concert:

Name Total shares(2) Percent of total offering(1) Aggregate purchase price(2)
- ---- --------------- ---------------------------- ---------------------------
<S> <C> <C> <C>
Robert Gandenberger 2,000 0.20% $ 20,000
L. Craig Martin 40,400 4.00 404,000
John T. Larimer (3) 20,200 2.00 202,000
Rae Skirvin Larimer (3) 15,200 1.50 152,000
R. C. Meyerenke 2,500 0.25 25,000
Edgar H. May 5,000 0.50 50,000
Una Schaeperklaus (3) 5,000 0.50 50,000
Wilbur H. Tisch 5,000 0.50 50,000
Kathleen A. White 500 0.05 5,000
Julie M. Bertsch 5,000 0.50 50,000
Thomas A. Gerdes 3,000 0.30 30,000
All directors and executive
officers as a group (11 persons) 103,800 10.28% $1,038,000
-------- ----- ----------
-------- ----- ----------
</TABLE>

_____________________________

(1) Assumes that 1,010,000 Common Shares, the mid-point of the Valuation Range,
will be sold in connection with the Conversion at $10 per share and that a
sufficient number of Common Shares will be available to satisfy the
intended purchases by directors and executive officers. See "Pricing and
Number of Common Shares to be Sold."

(2) Amounts under "Total shares" and "Aggregate purchase price" may increase in
the event that more than 1,010,000 Common Shares are sold in connection
with the Conversion.

(3) John T. Larimer is Rae Skirvin Larimer's spouse and Una Schaeperklaus'
sister-in-law. Rae Skirvin Larimer and Una Schaeperklaus are sisters.

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All purchases by executive officers and directors of the Association are
being made for investment purposes only and with no present intent to resell.

PRICING AND NUMBER OF COMMON SHARES TO BE SOLD

The aggregate offering price of the Common Shares will be based on the pro
forma market value of the shares as determined by an independent appraisal of
the Association. Keller, a firm which evaluates and appraises financial
institutions, was retained by the Association to prepare an appraisal of the
estimated pro forma market value of the Association as converted. Keller will
receive a fee of $17,000 for its appraisal and one update. Such amount includes
out-of-pocket expenses.

Keller was selected by the Board of Directors of the Association because
Keller has extensive experience in the valuation of thrift institutions,
particularly in the mutual-to-stock conversion context. The Board of Directors
interviewed Keller's principal, reviewed the credentials of Keller's appraisal
personnel and obtained references and recommendations from other companies which
have engaged Keller. Keller is certified by the OTS as a mutual-to-stock
conversion appraiser. The Association and Keller have no relationships which
would affect Keller's independence.

The appraisal was prepared by Keller in reliance upon the information
contained herein. Keller also considered the following factors, among others:
the present and projected operating results and financial condition of the
Association and the economic and demographic conditions in the Association's
existing market area; the quality and depth of the Association's management and
personnel; certain historical financial and other information relating to the
Association; a comparative evaluation of the operating and financial statistics
of the Association with those of other thrift institutions; the aggregate size
of the Offering; the impact of the Conversion on the Association's regulatory
capital and earnings potential; the trading market for stock of comparable
thrift institutions and thrift holding companies; and general conditions in the
markets for such stocks.

Three valuation methods were used by Keller: price to book value; price to
earnings; and price to assets. The most emphasis was placed on the price to
book value method. The price to book value method compares the pro forma book
value of the Association, which takes into consideration the going concern value
of a thrift institution, to the book value of the comparable group. Upward and
downward adjustments are made, as appropriate, to account for variations between
the Association and the comparable group on specific factors. The net
Conversion proceeds are included for purposes of determining the pro forma book
value of the Association. The book value method focuses on the Association's
financial condition and does not give as much consideration to earnings. The
price to earnings method is used to ascertain the multiple of earnings at which
the Association is likely to trade, based on the multiple of earnings at which a
comparable group of thrift institutions trades. The comparable group consisted
of 10 thrift institutions located in the Midwest which had similar operating and
financial characteristics to the Association. In calculating the price to
earnings ratio, Keller used the Association's core earnings for the year ended
September 30, 1996. The use of core earnings eliminates items which are not
generated by the principal business activities of the Association. The price to
assets method does not consider the Association's financial condition or
earnings. Consequently, it is not heavily relied on in valuing financial
institutions. In determining the reasonableness and adequacy of the appraisal,
the Board of Directors reviewed and considered the foregoing methodology and the
appropriateness of the assumptions used by Keller in the preparation of the
appraisal.

The Pro Forma Value of the Association, as converted, determined by Keller,
is $1,010,000 as of August 2, 1996. The Valuation Range established in
accordance with the Plan is $8,585,000 to $11,615,000, which, based upon a per
share offering price of $10, will result in the sale of between 858,500 and
11,615,000 Common Shares. The total number of Common Shares sold in the
Conversion will be determined in the discretion of the Board of Directors, based
on the Valuation Range. Pro forma shareholders' equity per share and pro forma
earnings per share decrease moving from the low end to the high end of the
Valuation Range. See "PRO FORMA DATA."

In the event that Keller determines at the close of the Conversion that the
aggregate pro forma value of the Association is higher or lower than the Pro
Forma Value, but is nevertheless within the Valuation Range, MFC will make an
appropriate adjustment by raising or lowering the total number of Common Shares
sold in the Conversion consistent with the final Valuation Range. If, due to
changing market conditions, the final valuation is less than $8,585,000 or more
than $11,615,000, subscribers will be given a notice of such final valuation and
the right to affirm, increase, decrease or rescind their subscriptions. Any
person who does not affirmatively elect to continue his subscription or elects
to rescind his subscription before the date specified in the notice will have
all of his funds promptly refunded with interest. Any person who elects to
decrease his subscription will have the appropriate portion of his funds
promptly refunded with interest.

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THE APPRAISAL BY KELLER IS NOT INTENDED, AND MUST NOT BE CONSTRUED, AS A
RECOMMENDATION OF ANY KIND AS TO THE ADVISABILITY OF PURCHASING COMMON SHARES OR
VOTING TO APPROVE THE CONVERSION. IN PREPARING THE VALUATION, KELLER HAS RELIED
UPON AND ASSUMED THE ACCURACY AND COMPLETENESS OF THE AUDITED FINANCIAL
STATEMENTS AND STATISTICAL INFORMATION PROVIDED BY THE ASSOCIATION. KELLER DID
NOT INDEPENDENTLY VERIFY THE FINANCIAL STATEMENTS AND OTHER INFORMATION PROVIDED
BY THE ASSOCIATION, NOR DID KELLER VALUE INDEPENDENTLY THE ASSETS OR LIABILITIES
OF THE ASSOCIATION OR MFC. THE VALUATION CONSIDERS THE ASSOCIATION ONLY AS A
GOING CONCERN AND SHOULD NOT BE CONSIDERED AS AN INDICATION OF THE LIQUIDATION
VALUE OF THE ASSOCIATION. MOREOVER, BECAUSE SUCH VALUATION IS NECESSARILY BASED
UPON ESTIMATES AND PROJECTIONS OF A NUMBER OF MATTERS, ALL OF WHICH ARE SUBJECT
TO CHANGE FROM TIME TO TIME, NO ASSURANCE CAN BE GIVEN THAT PERSONS PURCHASING
COMMON SHARES WILL THEREAFTER BE ABLE TO SELL SUCH SHARES AT THE CONVERSION
PURCHASE PRICE.

A copy of the complete appraisal is on file and open for inspection at the
offices of the OTS, 1700 G Street, N.W., Washington, D.C. 20552; at the Central
Regional Office of the OTS, 200 West. Madison Street, Suite 1300, Chicago,
Illinois 60606; at the offices of the Division, 77 S. High Street, Columbus,
Ohio 43215; and at the offices of the Association.

RESTRICTIONS ON REPURCHASE OF COMMON SHARES

OTS regulations generally prohibit MFC from repurchasing any of its capital
stock for three years following the date of completion of the Conversion, except
as part of an open-market stock repurchase program during the second and third
years following the Conversion involving no more than 5% of the outstanding
capital stock during a twelve-month period. The OTS has recently indicated,
however, that it would permit repurchases beginning after six months following
the completion of the Conversion and will under certain circumstances, permit
repurchases of more than 5% during a twelve-month period. In addition, after
such a repurchase, the Association's regulatory capital must equal or exceed all
regulatory capital requirements. Before the commencement of a repurchase
program, MFC must provide notice to the OTS, and the OTS may disapprove the
program if the OTS determines that it would adversely affect the financial
condition of the Association or if it determines that there is no valid business
purpose for such repurchase. Such repurchase restrictions would not prohibit
the ESOP or the RRP from purchasing Common Shares during the first year
following the Conversion.

Ohio regulations prohibit MFC from repurchasing shares during the first
year after the Conversion if the effect thereof would cause the Association not
to meet its capital requirements.

RESTRICTIONS ON TRANSFER OF COMMON SHARES BY DIRECTORS AND OFFICERS

Common Shares purchased by directors and executive officers of MFC will be
subject to the restriction that such shares may not be sold for a period of one
year following completion of the Conversion, except in the event of the death of
the shareholder. The certificates evidencing Common Shares issued by MFC to
directors and executive officers will bear a legend giving appropriate notice of
the restriction imposed upon them. In addition, MFC will give appropriate
instructions to the transfer agent (if any) for MFC's common shares in respect
of the applicable restriction on transfer of any restricted shares. Any shares
issued as a stock dividend, stock split or otherwise in respect of restricted
shares will be subject to the same restrictions.

Subject to certain exceptions, for a period of three years following the
Conversion, no director or officer of MFC or the Association, or any of their
Associates, may purchase any common shares of MFC without the prior written
approval of the OTS, except through a broker-dealer registered with the SEC.
This restriction will not apply, however, to negotiated transactions involving
more than 1% of a class of outstanding common shares of MFC or shares acquired
by any stock benefit plan of MFC or the Association.

The Common Shares, like the stock of most public companies, are subject to
the registration requirements of the Act. Accordingly, the Common Shares may be
offered and sold only in compliance with such registration requirements or
pursuant to an applicable exemption from registration. Common Shares received
in the Conversion by persons who are not "affiliates" of MFC may be resold
without registration. Common Shares received by affiliates of MFC will be
subject to resale restrictions. An "affiliate" of MFC, for purposes of Rule
144, is a person who directly, or indirectly through one or more intermediaries,
controls, or is controlled by or is under common control with, MFC. Rule 144
generally requires that there be publicly available certain information
concerning MFC and that sales subject to Rule 144 be made in routine brokerage
transactions or through a market maker. If the conditions of Rule 144 are
satisfied, each affiliate (or group of persons acting in concert with one or
more affiliates) is generally entitled to sell in the public market, without
registration, in any three-month period, a number of shares which does not
exceed the greater of (i) 1% of the number of outstanding shares of MFC or (ii)
if the shares are admitted to trading on a national securities exchange or
reported through the automated quotation system of a registered securities
association, such as Nasdaq Small Cap, the average weekly reported volume of
trading during the four weeks preceding the sale.

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RIGHTS OF REVIEW

Any person aggrieved by a final action of the OTS which approves, with or
without conditions, or disapproves the Plan may obtain review of such action by
filing in the Court of Appeals of the United States for the circuit in which the
principal office or residence of such person is located or in the United States
Court of Appeals for the District of Columbia, a written petition praying that
the final action of the OTS be modified, terminated or set aside. Such petition
must be filed within 30 days after the date of mailing of proxy materials to the
voting members of the Association or within 30 days after the date of
publication in the Federal Register of notice of approval of the Plan by the
OTS, whichever is later.

RESTRICTIONS ON ACQUISITION OF MFC AND THE ASSOCIATION
AND RELATED ANTI-TAKEOVER PROVISIONS

GENERAL

Federal law and regulations, Ohio law, the Articles of Incorporation and
Code of Regulations of MFC, the Amended Articles of Incorporation and Amended
Constitution of the Association and certain employee benefit plans to be adopted
by MFC and the Association contain certain provisions which may deter or
prohibit a change of control of MFC and the Association. Such provisions are
intended to encourage any acquiror to negotiate the terms of an acquisition with
the Board of Directors of MFC, thereby reducing the vulnerability of MFC to
takeover attempts and certain other transactions which have not been negotiated
with and approved by the Board of Directors.

Anti-takeover devices and provisions may, however, have the effect of
discouraging sudden and other hostile takeover attempts which are not approved
by the Board of Directors, even under circumstances in which shareholders may
deem such takeovers to be in their best interests or in which shareholders may
receive a substantial premium for their shares over then current market prices.
As a result, shareholders who might desire to participate in such a transaction
may not have an opportunity to participate by virtue of such devices and
provisions. Such provisions may also benefit management by discouraging changes
of control in which incumbent management would be removed from office. The
following is a summary of certain provisions of such laws, regulations and
documents.

FEDERAL LAW AND REGULATION

FEDERAL DEPOSIT INSURANCE ACT. The Federal Deposit Insurance Act (the
"FDIA") provides that no person, acting directly or indirectly or in concert
with one or more persons, shall acquire control of any insured savings
association or holding company unless 60 days' prior written notice has been
given to the OTS, and the OTS has not issued a notice disapproving the proposed
acquisition. Control, for purposes of the FDIA, means the power, directly or
indirectly, to direct the management or policies of an insured institution or to
vote 25% or more of any class of securities of such institution. This provision
of the FDIA is implemented by the OTS in accordance with the Regulations for
Acquisition of Control of an Insured Institution, 12 C.F.R. Part 574 (the
"Control Regulations"). Control, for purposes of the Control Regulations,
exists in situations in which the acquiring party has direct or indirect voting
control of at least 25% of the institution's voting shares or controls in any
manner the election of a majority of the directors of such institution or the
Director of the OTS determines that such person exercises a controlling
influence over the management or policies of such institution. In addition,
control is presumed to exist, subject to rebuttal, if the acquiring party (which
includes a group "acting in concert") has voting control of at least 10% of the
institution's voting stock and any of eight control factors specified in the
Control Regulations exists. There are also rebuttable presumptions in the
Control Regulations concerning whether a group "acting in concert" exists,
including presumed action in concert among members of an "immediate family."
The Control Regulations apply to acquisitions of Common Shares in connection
with the Conversion and to acquisitions after the Conversion.

CHANGE IN CONTROL OF CONVERTED ASSOCIATIONS. A regulation of the OTS
provides that, for a period of three years after the date of the completion of
the Conversion, no person shall, directly or indirectly, offer to acquire or
acquire beneficial ownership of more than 10% of any class of equity security
of MFC or the Association without the prior written approval of the OTS. In
addition to the actual ownership of more than 10% of a class of equity
securities, a person shall be deemed to have acquired beneficial ownership of
more than 10% of the equity securities of MFC or the Association if the person
holds any combination of stock and revocable and/or irrevocable proxies of MFC
under circumstances that give rise to a conclusive control determination or
rebuttable control determination under the Control Regulations. Such
circumstances include (i) holding any combination of voting shares and revocable
and/or irrevocable proxies representing more than 25% of any class of voting
stock

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of MFC enabling the acquirer (a) to elect one-third or more of the directors,
(b) to cause MFC or the Association's shareholders to approve the acquisition or
corporate reorganization of MFC, or (c) to exert a controlling influence on a
material aspect of the business operations of MFC or the Association, and (ii)
acquiring any combination of voting shares and irrevocable proxies representing
more than 25% of any class of voting shares.

Such three-year restriction does not apply (i) to any offer with a view
toward public resale made exclusively to MFC or the Association or any
underwriter or selling group acting on behalf of MFC or the Association, (ii)
unless made applicable by the OTS by prior written advice, to any offer or
announcement of an offer which, if consummated, would result in the acquisition
by any person, together with all other acquisitions by any such person of the
same class of securities during the preceding 12-month period, of not more than
1% of the class of securities, or (iii) to any offer to acquire or the
acquisition of beneficial ownership of more than 10% of any class of equity
security of MFC or the Association by a corporation whose ownership is or will
be substantially the same as the ownership of MFC or the Association if made
more than one year following the date of the Conversion. The foregoing
restriction does not apply to the acquisition of the capital stock of MFC or the
Association by one or more tax-qualified employee stock benefit plans, provided
that the plan or plans do not have the beneficial ownership in the aggregate of
more than 25% of any class of equity security of MFC or the Association.

HOLDING COMPANY RESTRICTIONS. Federal law generally prohibits a savings
and loan holding company, without prior approval of the Director of the OTS,
from (i) acquiring control of any other savings association or savings and loan
holding company, (ii) acquiring substantially all of the assets of a savings
association or holding company thereof, or (iii) acquiring or retaining more
than 5% of the voting shares of a savings association or holding company thereof
which is not a subsidiary.

Under certain circumstances, a savings and loan holding company is
permitted to acquire, with the approval of the Director of the OTS, up to 15% of
the previously unissued voting shares of an undercapitalized savings association
for cash without such savings association being deemed to be controlled by MFC.
Except with the prior approval of the Director of the OTS, no director or
officer of the savings and loan holding company or person owning or controlling
by proxy or otherwise more than 25% of such company's voting shares may acquire
control of any savings institution, other than a subsidiary institution or any
other savings and loan holding company.

OHIO LAW

MERGER MORATORIUM STATUTE. Ohio has a merger moratorium statute regulating
certain takeover bids affecting certain public corporations which have
significant ties to Ohio. The statute prohibits, with some exceptions, any
merger, combination or consolidation and any of certain other sales, leases,
distributions, dividends, exchanges, mortgages or transfers between such an Ohio
corporation and any person who has the right to exercise, alone or with others,
10% or more of the voting power of such corporation (an "Interested
Shareholder") for three years following the date on which such person first
becomes an Interested Shareholder. Such a business combination is permitted
only if, prior to the time such person first becomes an Interested Shareholder,
the Board of Directors of the issuing corporation has approved the purchase of
shares which resulted in such person first becoming an Interested Shareholder.

After the initial three-year moratorium, such a business combination may
not occur unless (1) one of the exceptions referred to above applies, (2) the
holders of at least two-thirds of the voting shares, and of at least a majority
of the voting shares not beneficially owned by the Interested Shareholder,
approve the business combination at a meeting called for such purpose, or (3)
the business combination meets certain statutory criteria designed to ensure
that the issuing public corporation's remaining shareholders receive fair
consideration for their shares.

An Ohio corporation, under certain circumstances, may "opt out" of the
statute by specifically providing in its articles of incorporation that the
statute does not apply to any business combination of such corporation. The
statute still prohibits for 12 months, however, any business combination that
would have been prohibited but for the adoption of such an opt-out amendment.
The statute also provides that it will continue to apply to any business
combination between a person who became an Interested Shareholder prior to the
adoption of such an amendment as if the amendment had not been adopted. The
Articles of Incorporation of MFC do not opt out of the protection afforded by
Chapter 1704.

CONTROL SHARE ACQUISITION STATUTE. Section 1701.831 of the Ohio Revised
Code (the "Control Share Acquisition Statute") requires that certain
acquisitions of voting securities which would result in the acquiring
shareholder owning 20%, 33-1/3% or 50% of the outstanding voting securities of
MFC (a "Control Share Acquisition") must be approved in advance by the holders
of at least a majority of the outstanding voting shares represented at a meeting
at which a quorum is present and a majority of the portion of the outstanding
voting shares represented at such a meeting, excluding the voting shares owned
by the

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<PAGE>

acquiring shareholder. The Control Share Acquisition Statute was intended, in
part, to protect shareholders of Ohio corporations from coercive tender offers.

TAKEOVER BID STATUTE. Ohio law also contains a statute regulating takeover
bids for any Ohio corporation. Such statute provides that no offeror may make a
takeover bid unless (i) at least 20 days prior thereto the offeror announces
publicly the terms of the proposed takeover bid and files with the Ohio Division
of Securities (the "Securities Division") and provides the target company with
certain information in respect of the offeror, his ownership of the company's
shares and his plans for the company, and (ii) within ten days following such
filing either (a) no hearing is required by the Securities Division, (b) a
hearing is requested by the target company within such time but the Securities
Division finds no cause for hearing exists, or (c) a hearing is ordered and upon
such hearing the Securities Division adjudicates that the offeror proposes to
make full, fair and effective disclosure to offerees of all information material
to a decision to accept or reject the offer.

The takeover bid statute also states that no offeror shall make a takeover
bid if he owns 5% or more of the issued and outstanding equity securities of any
class of the target company, any of which were purchased within one year before
the proposed takeover bid, and the offeror, before making any such purchase,
failed to announce his intention to gain control of the target company or
otherwise failed to make full and fair disclosure of such intention to the
persons from whom he acquired such securities. The United States District Court
for the Southern District of Ohio has determined that the Ohio takeover bid
statute is preempted by federal regulation.

ARTICLES OF INCORPORATION OF MFC

RESTRICTION ON ACQUISITION OF MORE THAN 10% OF THE COMMON SHARES. The
Articles of Incorporation of MFC provide that for five years after the effective
date of the Conversion, no person, except the ESOP, may offer to acquire or
acquire the beneficial ownership of more than 10% of any class of outstanding
equity securities of MFC. If such a prohibited acquisition occurs, the
securities owned by such person in excess of the 10% limit may not be voted on
any matter submitted to the shareholders of MFC. The term "person" is defined
as an individual, a group acting in concert, a corporation, a partnership, an
association, a joint stock company, a trust, an unincorporated organization or
similar company, a syndicate or any other group formed for the purpose of
acquiring, holding or disposing of the equity securities of MFC, but does not
include an employee stock ownership plan for the benefit of the employees of the
Association or MFC. The term "offer" includes every offer to buy or otherwise
acquire, solicitation of an offer to sell, tender offer for, or request or
invitation for tenders of MFC's Common Shares. The ability of management or any
other person to solicit revocable proxies from shareholders will not be
restricted by such 10% limit.

ABILITY OF THE BOARD OF DIRECTORS TO ISSUE ADDITIONAL SHARES. The Articles
of Incorporation of MFC permit the Board of Directors of MFC to issue additional
common shares. The ability of the Board of Directors to issue such additional
shares may create impediments to gaining, or otherwise discourage persons from
attempting to gain, control of MFC.

MATTERS REQUIRING ENLARGED SHAREHOLDER VOTE. Article Sixth of the Articles
of Incorporation of MFC provides that, in the event the Board of Directors
recommends against the approval of any of the following matters, the holders of
at least 75% of the voting shares of MFC are required to approve any such
matters:

(1) A proposed amendment to the Articles of Incorporation of MFC;

(2) A proposed Amendment to the Code of Regulations of MFC;

(3) A proposal to change the number of directors by action of the
shareholders;

(4) An agreement of merger or consolidation providing for the
proposed merger or consolidation of MFC with or into one or more
other corporations;

(5) A proposed combination or majority share acquisition involving
the issuance of shares of MFC and requiring shareholder approval;

(6) A proposal to sell, exchange, transfer or otherwise dispose of
all, or substantially all, of the assets, with or without the
goodwill, of MFC; or

(7) A proposed dissolution of MFC.

-71-

<PAGE>

ELIMINATION OF CUMULATIVE VOTING. Section 1701.55 of the Ohio Revised Code
provides in substance and effect that shareholders of a for profit corporation
which is not a savings and loan association and which is incorporated under Ohio
law must initially be granted the right to cumulate votes in the election of
directors. The right to cumulate votes in the election of directors will exist
at a meeting of shareholders if notice in writing is given by any shareholder to
the President, a Vice President or the Secretary of an Ohio corporation, not
less than 48 hours before a meeting at which directors are to be elected, that
the shareholder desires that the voting for the election of directors shall be
cumulative and if an announcement of the giving of such notice is made upon the
convening of such meeting by the Chairman or Secretary or by or on behalf of the
shareholder giving such notice. If cumulative voting is invoked, each
shareholder would have a number of votes equal to the number of directors to be
elected, multiplied by the number of shares owned by him, and would be entitled
to distribute his votes among the candidates as he sees fit.

Section 1701.69 of the Ohio Revised Code provides that an Ohio
corporation may eliminate cumulative voting in the election of directors
after the expiration of 90 days after the date of initial incorporation by
filing with the Ohio Secretary of State an amendment to the articles of
incorporation eliminating cumulative voting. The Articles of Incorporation
of MFC have been amended to eliminate cumulative voting. The elimination of
cumulative voting may make it more difficult for shareholders to elect as
directors persons whose election is not supported by the Board of Directors
of MFC.

EMPLOYEE BENEFIT PLANS

The Stock Option Plan, the ESOP and the RRP also may be deemed to have
certain anti-takeover effects. The ESOP may become the owner of a sufficient
percentage of the total outstanding common shares of MFC that the decision
whether to tender the shares held by the ESOP to a potential acquiror may
prevent a takeover. In addition, the acquisition by the directors and executive
officers of MFC of common shares of MFC upon grants under the RRP or upon the
exercise of options granted under the Stock Option Plan will have the effect of
giving the directors and executive officers greater influence in votes on
proposed takeover attempts and proxy contests. See "DESCRIPTION OF AUTHORIZED
SHARES" and "MANAGEMENT - Employee Stock Ownership Plan; - Stock Option Plan;
and - Recognition and Retention Plan and Trust."

DESCRIPTION OF AUTHORIZED SHARES

GENERAL

The Articles of Incorporation of MFC authorize the issuance of 4,000,000
common shares, without par value, and 1,000,000 preferred shares, without par
value. Upon receipt by MFC of the purchase price therefore and subsequent
issuance thereof, each Common Share issued in the Conversion will be fully paid
and nonassessable. Notwithstanding the foregoing, until payments are received
by MFC from the ESOP in accordance with the terms of a loan agreement to be
entered into by and between MFC and the ESOP, Common Shares issued to the ESOP
for which payment in money has not been received will not be fully paid and non-
assessable. The Common Shares will represent nonwithdrawable capital and will
not and cannot be insured by the FDIC. Each Common Share will have the same
relative rights and will be identical in all respects to every other Common
Share.

None of the preferred shares of MFC will be issued in connection with the
Conversion. The Board of Directors of MFC is authorized, without shareholder
approval, to issue preferred shares and to fix and state the designations,
preferences or other special rights of such shares and the qualifications,
limitations and restrictions thereof. The preferred shares may rank prior to
the common shares as to dividend rights, liquidation preferences or both. Each
holder of preferred shares will be entitled to one vote for each preferred share
held of record on all matters submitted to a vote of shareholders. The issuance
of preferred shares and any conversion rights which may be specified by the
Board of Directors for the preferred shares could adversely affect the voting
power of holders of the common shares. The Board of Directors has no present
intention to issue any of the preferred shares.

The following is a summary description of the rights of the common shares
of MFC, including the material express terms of such shares as set forth in
MFC's Articles of Incorporation.

-72-
<PAGE>

LIQUIDATION RIGHTS

In the event of the complete liquidation or dissolution of MFC, the holders
of the Common Shares will be entitled to receive all assets of MFC available for
distribution, in cash or in kind, after payment or provision for payment of (i)
all debts and liabilities of MFC, (ii) any accrued dividend claims, and (iii)
any interests in the Liquidation Account payable as a result of a liquidation of
the Association. See "THE CONVERSION - Liquidation Account."

VOTING RIGHTS

The holders of the Common Shares will possess exclusive voting rights in
MFC. Each holder of Common Shares will be entitled to one vote for each share
held of record on all matters submitted to a vote of holders of common shares.
See "RESTRICTIONS ON ACQUISITION OF MFC AND THE ASSOCIATION - Articles of
Incorporation of MFC -- Elimination of Cumulative Voting."

DIVIDENDS

The holders of the Common Shares will be entitled to the payment of
dividends when, as and if declared by the Board of Directors and paid out of
funds, if any, available under applicable laws and regulations for the payment
of dividends. The payment of dividends is subject to federal and state
statutory and regulatory restrictions. See "DIVIDEND POLICY," "REGULATION -
Office of Thrift Supervision -- Limitations on Capital Distributions" and
"TAXATION - Federal Taxation" for a description of restrictions on the payment
of cash dividends.

PREEMPTIVE RIGHTS

After the consummation of the Conversion, no shareholder of MFC will have,
as a matter of right, the preemptive right to purchase or subscribe for shares
of any class, now or hereafter authorized, or to purchase or subscribe for
securities or other obligations convertible into or exchangeable for such shares
or which by warrants or otherwise entitle the holders thereof to subscribe for
or purchase any such share.

RESTRICTIONS ON ALIENABILITY

See "THE CONVERSION - Restrictions on Repurchase of Common Shares" for a
description of the limitations on the repurchase of stock by MFC; "THE
CONVERSION - Restrictions on Transfer of Common Shares by Directors and
Officers" for a description of certain restrictions on the transferability of
Common Shares purchased by officers and directors; and "RESTRICTIONS ON
ACQUISITION OF MFC AND THE ASSOCIATION AND RELATED ANTI-TAKEOVER PROVISIONS" for
information regarding regulatory restrictions on acquiring Common Shares.

REGISTRATION REQUIREMENTS

MFC will register its common shares pursuant to Section 12(g) of the
Exchange Act prior to or promptly upon the completion of the Conversion and will
not deregister such shares for a period of three years following the completion
of the Conversion. Upon such registration, the proxy and tender offer rules,
insider trading restrictions, annual and periodic reporting and other
requirements of the Exchange Act will apply to MFC.

LEGAL MATTERS

Certain legal matters pertaining to the Common Shares and the federal and
Ohio tax consequences of the Conversion will be passed upon for MFC and the
Association by Vorys, Sater, Seymour and Pease, Cincinnati, Ohio. Certain legal
matters are being passed upon for Webb by its counsel, Luse Lehman Gorman
Pomerenk & Schick, A Professional Corporation, Washington, D.C.

-73-

<PAGE>

EXPERTS

Keller has consented to the publication herein of the summary of its letter
to the Association setting forth its opinion as to the estimated pro forma
market value of the Association as converted and to the use of its name and
statements with respect to it appearing herein.

The financial statements of the Association as of September 30, 1996 and
1995 and for each of the three years in the period ended September 30, 1996,
have been included herein in reliance upon the report of Grant Thornton LLP,
independent certified public accountants, appearing elsewhere herein, and
upon the authority of such firm as experts in auditing and accounting.

ADDITIONAL INFORMATION

MFC has filed with the SEC a Registration Statement on Form S-1 (File
No. 333-10347) under the Act with respect to the Common Shares offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the SEC. Such information may be inspected
at the public reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies may be obtained from the SEC at
prescribed rates.

The Association has filed an Application for Conversion (the "Application")
with the OTS and the Division. This document omits certain information
contained in the Application. The Application may be inspected at the offices
of the OTS, 1700 G Street, N.W., Washington, D.C. 20552; at the Central Regional
Office of the OTS, 200 West Madison, Suite 1300, Chicago, Illinois 60606; and at
the offices of the Division, 77 S. High Street, Columbus, Ohio 43215.

<PAGE>

CONTENTS

Page

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-2

FINANCIAL STATEMENTS

STATEMENTS OF FINANCIAL CONDITION F-3

STATEMENTS OF EARNINGS F-4

STATEMENTS OF RETAINED EARNINGS F-5

STATEMENTS OF CASH FLOWS F-6

NOTES TO FINANCIAL STATEMENTS F-8

F-1

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
The Market Building and Saving Company

We have audited the accompanying statements of financial condition of The
Market Building and Saving Company as of September 30, 1996 and 1995, and the
related statements of earnings, retained earnings, and cash flows for the
years ended September 30, 1996, 1995 and 1994. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Market Building and
Saving Company as of September 30, 1996 and 1995, and the results of its
operations and its cash flows for the years ended September 30, 1996, 1995
and 1994, in conformity with generally accepted accounting principles.

As more fully discussed in Notes A-1 and B, the Company changed its method of
accounting for certain investments and mortgage-backed securities as of
October 1, 1994.

Grant Thornton LLP

Cincinnati, Ohio
November 22, 1996

F-2

<PAGE>
THE MARKET BUILDING AND SAVING COMPANY

STATEMENTS OF FINANCIAL CONDITION

September 30,
(In thousands)

<TABLE>
<CAPTION>
ASSETS 1996 1995
<S> <C> <C>
Cash and due from banks $ 512 $ 669
Federal funds sold 2,627 2,727
Interest-bearing deposits in other financial institutions 943 617
--------- ---------
Cash and cash equivalents 4,082 4,013

Certificates of deposit in other financial institutions 7,040 7,139
Investment securities - at amortized cost, approximate market
value of $9,071 and $8,023 at September 30,
1996 and 1995 9,062 7,984
Investment securities designated as available for sale - at market 712 504
Mortgage-backed securities - at cost, approximate
market value of $1,612 and $2,313 at
September 30, 1996 and 1995 1,549 2,211
Loans receivable - net 21,996 23,018
Office premises and equipment - at depreciated cost 168 121
Federal Home Loan Bank stock - at cost 364 339
Accrued interest receivable 339 341
Prepaid expenses and other assets 196 64
Prepaid federal income taxes 39 -
--------- ----------
Total assets $45,547 $45,734
--------- ----------
--------- ----------
LIABILITIES AND RETAINED EARNINGS

Deposits $38,056 $37,282
Advances by borrowers for taxes and insurance 50 57
Accrued interest payable 117 134
Other liabilities 273 13
Accrued federal income taxes - 14
Deferred federal income taxes 311 307
--------- ----------
Total liabilities 38,033 38,581

Commitments - -

Retained earnings - substantially restricted 7,063 6,839
Unrealized gain on securities designated as available for sale,
net of related tax effects 451 314
--------- ----------
Total retained earnings 7,514 7,153
--------- ----------
Total liabilities and retained earnings $45,547 $45,734
--------- ----------
--------- ----------

</TABLE>

The accompanying notes are an integral part of these statements.

F-3

<PAGE>
THE MARKET BUILDING AND SAVING COMPANY

STATEMENTS OF EARNINGS

Year ended September 30,
(In thousands)

1996 1995 1994
<S> <C> <C> <C>
Interest income
Loans $1,867 $1,960 $1,799
Mortgage-backed securities 169 196 250
Investment securities 590 309 201
Interest-bearing deposits and other 635 717 658
------ ------ ------
Total interest income 3,261 3,182 2,908

Interest expense
Deposits 1,758 1,622 1,478
------ ------ ------
Net interest income before provision for
losses on loans 1,503 1,560 1,430

Provision for losses on loans 13 - -
------ ------ ------
Net interest income after provision for
losses on loans 1,490 1,560 1,430

Other operating income 7 8 12

General, administrative and other expense
Employee compensation and benefits 462 376 352
Occupancy and equipment 114 122 71
Federal deposit insurance premiums 327 92 94
Franchise taxes 100 101 93
Loss on sale of real estate acquired through
foreclosure - - 23
Other operating 150 170 203
------ ------ ------
Total general, administrative and
other expense 1,153 861 836
------ ------ ------
Earnings before income taxes 344 707 606

Federal income taxes
Current 187 210 171
Deferred (67) 30 23
------- ------- -------
120 240 194
------- ------- -------
NET EARNINGS $ 224 $ 467 $ 412
------- ------- -------
------- ------- -------
</TABLE>

The accompanying notes are an integral part of these statements.

F-4
<PAGE>
THE MARKET BUILDING AND SAVING COMPANY

STATEMENTS OF RETAINED EARNINGS

Years ended September 30, 1996, 1995 and 1994
(In thousands)
<TABLE>
<CAPTION>

UNREALIZED GAINS
ON SECURITIES
DESIGNATED AS TOTAL
RETAINED AVAILABLE RETAINED
EARNINGS FOR SALE EARNINGS
<S> <C> <C> <C>
Balance at October 1, 1993 $5,960 $ - $5,960

Net earnings for the year ended September 30, 1994 412 - 412
------ ------ ------
Balance at September 30, 1994 6,372 - 6,372

Cumulative effect of change in method of accounting
for securities designated as available for sale - net
of related tax effects - 238 238

Unrealized gains on securities designated as
available for sale, net of related tax effects - 76 76

Net earnings for the year ended September 30, 1995 467 - 467
------ ----- -------
Balance at September 30, 1995 6,839 314 7,153

Unrealized gains on securities designated as available
for sale, net of related tax effects - 137 137

Net earnings for the year ended September 30, 1996 224 - 224
------ ----- ------
Balance at September 30, 1996 $7,063 $451 $7,514
------ ----- ------
------ ----- ------

</TABLE>

The accompanying notes are an integral part of these statements.

F-5
<PAGE>
THE MARKET BUILDING AND SAVING COMPANY

STATEMENTS OF CASH FLOWS

Year ended September 30,
(In thousands)

1996 1995 1994
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings for the year $ 224 $ 467 $ 412
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Amortization of premiums and discounts on
investments and mortgage-backed securities, net (54) 2 23
Depreciation and amortization 31 25 11
Amortization of deferred loan origination fees (29) (20) (58)
Provision for losses on loans 13 - -
Loss on sale of real estate acquired through foreclosure - - 23
Federal Home Loan Bank stock dividends (25) (21) (16)
Increase (decrease) in cash due to changes in:
Accrued interest receivable 2 (106) (92)
Accrued interest payable (17) 31 18
Prepaid expenses and other assets (132) 36 (13)
Other liabilities 260 1 (13)
Federal income taxes
Current (53) 52 (59)
Deferred (67) 30 23
------- ------- --------
Net cash provided by operating activities 153 497 259

Cash flows provided by (used in) investing activities:
Principal repayments on mortgage-backed securities 660 221 1,202
Proceeds from maturity of investment securities 4,300 1,500 1,902
Proceeds from sale of real estate acquired through foreclosure - - 55
Loan disbursements (2,583) (2,358) (10,662)
Principal repayments on loans 3,621 3,018 6,008
Purchase of investment securities designated as held to maturity (5,322) (3,587) (4,300)
Purchase of office equipment (78) (34) (4)
(Increase) decrease in certificates of deposit in other
financial institutions - net 99 (1,000) (4,350)
------- -------- --------
Net cash provided by (used in) investing activities 697 (2,240) (10,149)

Cash flows provided by (used in) financing activities:
Net decrease in deposits (774) (618) (2,029)
Advances by borrowers for taxes and insurance (7) (6) 10
------- -------- --------
Net cash used in financing activities (781) (624) (2,019)
------- -------- --------
Net increase (decrease) in cash and cash equivalents
(balance carried forward) 69 (2,367) (11,909)
------- -------- --------

</TABLE>

F-6
<PAGE>
THE MARKET BUILDING AND SAVING COMPANY

STATEMENTS OF CASH FLOWS (CONTINUED)

Year ended September 30,
(In thousands)

1996 1995 1994
<S> <C> <C> <C>
Net increase (decrease) in cash and cash
equivalents (balance brought forward) $ 69 $(2,367) $(11,909)

Cash and cash equivalents at beginning of year 4,013 6,380 18,289
-------- ------- --------
Cash and cash equivalents at end of year $4,082 $ 4,013 $ 6,380
-------- ------- --------
-------- ------- --------
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Federal income taxes $ 159 $ 155 $ 152
-------- ------- --------
-------- ------- --------
Interest on deposits $ 1,775 $ 1,591 $ 1,460
-------- ------- --------
-------- ------- --------
Supplemental disclosure of noncash investing activities:

Transfer of securities to an available for sale designation
upon adoption of SFAS No. 115 $ - $ 29 $ -
-------- ------- --------
-------- ------- --------
Unrealized gain on securities designated as available for sale,
net of related tax effects $ 137 $ 314 $ -
-------- ------- --------
-------- ------- --------

</TABLE>

The accompanying notes are an integral part of these statements.

F-7

<PAGE>

THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS

September 30, 1996, 1995 and 1994

NOTE A - SUMMARY OF ACCOUNTING POLICIES

The Market Building and Saving Company (the Company) is a state-chartered
mutual financial institution with two offices located in Hamilton County,
Ohio.

The Company conducts a general banking business in southwestern Ohio which
consists of attracting deposits from the general public and applying those
funds to the origination of loans for consumer and residential purposes.
The Company's profitability is significantly dependent on net interest
income, which is the difference between interest income generated from
interest-earning assets (i.e. loans and investments) and the interest
expense paid on interest-bearing liabilities (i.e. customer deposits and
borrowed funds). Net interest income is affected by the relative amount of
interest-earning assets and interest-bearing liabilities and the interest
received or paid on these balances. The level of interest rates paid or
received by the Company can be significantly influenced by a number of
environmental factors, such as governmental monetary policy, that are
outside of management's control.

The financial information presented herein has been prepared in accordance
with generally accepted accounting principles (GAAP) and general accounting
practices within the financial services industry. In preparing financial
statements in accordance with GAAP, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and revenues and expenses during the
reporting period. Actual results could differ from such estimates.

The following is a summary of significant accounting policies which, with
the exception of the policy described in Note A-1, have been consistently
applied in the preparation of the accompanying financial statements.

1. INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES

Prior to October 1, 1994, investment securities and mortgage-backed
securities were stated at the unpaid principal balance (cost), adjusted for
unamortized premiums and discounts. Premiums and discounts on investment
securities and mortgage-backed securities are amortized and accreted to
operations using the interest method over the estimated life of the
investment security or of the underlying loans collateralizing the
securities, respectively. Investment securities and mortgage-backed
securities held for portfolio investments were carried at cost, rather than
the lower of cost or market, as it was management's intent, and the Company
had the ability to hold the securities until maturity. Investment
securities and mortgage-backed securities which would be held for
indefinite periods of time, or used as part of the Company's
asset/liability management strategy, or that may be sold in response to
changes in interest rates, prepayment risk or the perceived need to
increase regulatory capital were classified as held for sale and were
carried at the lower of aggregate cost or market.

F-8

<PAGE>

THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)

1. INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES (continued)

In May 1993, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 115 "Accounting
for Certain Investments in Debt and Equity Securities". SFAS No. 115
requires that investments be categorized as held-to-maturity, trading, or
available for sale. Securities classified as held-to-maturity are carried
at cost only if the Company has the positive intent and ability to hold
these securities to maturity. Trading securities and securities designated
as available for sale are carried at fair value with resulting gains or
losses recorded to operations or retained earnings, respectively. The
Company adopted SFAS No. 115 for the fiscal year beginning October 1, 1994.
The effect of initial adoption was to increase retained earnings by
approximately $238,000, which represented the unrealized gain on securities
designated as available for sale, net of applicable deferred federal income
taxes. The amount of unrealized gains on securities designated as
available for sale had increased to a net unrealized gain of approximately
$451,000 and $314,000 at September 30, 1996 and 1995, respectively.

Realized gains and losses on the sale of investment and mortgage-backed
securities are recognized using the specific identification method.

2. LOANS RECEIVABLE

Loans are stated at the principal amount outstanding, adjusted for deferred
loan origination fees and the allowance for loan losses. Interest is
accrued as earned unless the collectibility of the loan is in doubt.
Uncollectible interest on loans that are contractually past due is charged
off, or an allowance is established based on management's periodic
evaluation. The allowance is established by a charge to interest income
equal to all interest previously accrued, and income is subsequently
recognized only to the extent that cash payments are received until, in
management's judgment, the borrower's ability to make periodic interest and
principal payments has returned to normal, in which case the loan is
returned to accrual status.

The Company accounts for loan origination fees in accordance with SFAS No.
91, "Accounting for Nonrefundable Fees and Costs Associated with
Originating or Acquiring Loans and Initial Direct Costs of Leases".
Pursuant to the provisions of SFAS No. 91, origination fees received from
loans, net of direct origination costs, are deferred and amortized to
interest income using the level yield method, giving effect to actual loan
prepayments. Additionally, SFAS No. 91 generally limits the definition of
loan origination costs to direct costs attributable to originating a loan,
i.e., principally actual personnel costs.

F-9

<PAGE>

THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)

3. ALLOWANCE FOR LOSSES ON LOANS

It is the Company's policy to provide valuation allowances for estimated
losses on loans based on past loss experience, current trends in the level
of delinquent and problem loans, loan concentrations, changes in the
composition of the loan portfolio, adverse situations that may affect the
borrower's ability to repay, the estimated value of any underlying
collateral and current and anticipated economic conditions in the primary
lending areas. When the collection of a loan becomes doubtful, or
otherwise troubled, the Company records a charge-off equal to the
difference between the fair value of the property securing the loan and the
loan's carrying value. Major loans and major lending areas are reviewed
periodically to determine potential problems at an early date. The
allowances are increased by a charge to earnings and decreased by charge-
offs (net of recoveries).

In May 1993, the FASB issued SFAS No. 114, "Accounting by Creditors for
Impairment of a Loan." This Statement, which was amended by SFAS No. 118
as to certain income recognition provisions and financial statement
disclosure requirements, requires that impaired loans be measured based
upon the present value of expected future cash flows discounted at the
loans' effective interest rate or, as an alternative, at the loans'
observable market price or fair value of the collateral. SFAS No. 114 was
effective for years beginning after December 15, 1994 (October 1, 1995, as
to the Company). The Company adopted SFAS No. 114 effective October 1,
1995, without material effect on financial condition or results of
operations.

A loan is defined under SFAS No. 114 as impaired when, based on current
information and events, it is probable that a creditor will be unable to
collect all amounts due according to the contractual terms of the loan
agreement. In applying the provisions of SFAS No. 114, the Company
considers its investment in one-to-four family residential loans and
consumer installment loans to be homogeneous and therefore excluded from
separate identification for evaluation of impairment. With respect to the
Company's investment in impaired nonresidential and multifamily residential
real estate loans, such loans are generally collateral dependent and, as a
result, are carried as a practical expedient at the lower of cost or fair
value. Collateral dependent loans which are more than ninety days
delinquent are considered to constitute more than a minimum delay in
repayment and are evaluated for impairment under SFAS No. 114 at that time.

At September 30, 1996, the Company had no loans that would be defined as
impaired under SFAS No. 114.

F-10

<PAGE>

THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)

4. OFFICE PREMISES AND EQUIPMENT

Office premises and equipment are carried at cost and include expenditures
which extend the useful lives of existing assets. Maintenance, repairs and
minor renewals are expensed as incurred. For financial reporting,
depreciation is provided for in amounts sufficient to relate the cost of
depreciable assets to operations over the estimated service lives,
principally using the straight-line method. An accelerated depreciation
method is used for tax reporting purposes.

5. REAL ESTATE ACQUIRED THROUGH FORECLOSURE

Real estate acquired through foreclosure is carried at the lower of the
loan's unpaid principal balance (cost) or fair value less estimated selling
expenses at the date of acquisition. The loan loss allowance is charged
for any write down in the loan's carrying value to fair value at the date
of acquisition. Loss provisions are recorded if the properties' fair value
subsequently declines below the value determined at the recording date.
Costs relating to development and improvement of property are capitalized
up to the fair value of the property, whereas, those relating to holding
the property are charged to expense.

6. FEDERAL INCOME TAXES

The Company accounts for federal income taxes in accordance with the
provisions of SFAS No. 109, "Accounting for Income Taxes". SFAS No. 109
established financial accounting and reporting standards for the effects of
income taxes that result from the Company's activities within the current
and previous years. Pursuant to the provisions of SFAS No. 109, a deferred
tax liability or deferred tax asset is computed by applying the expected
statutory tax rates to net taxable or deductible differences between the
tax basis of an asset or liability and its reported amount in the financial
statements that will result in taxable or deductible amounts in future
periods. Deferred tax assets are recorded only to the extent that the
amount of net deductible temporary differences or carryforward attributes
may be utilized against current period earnings, carried back against prior
years' earnings, offset against taxable temporary differences reversing in
future periods, or utilized to the extent of management's estimate of
future taxable income. A valuation allowance is provided for deferred tax
assets to the extent that the value of net deductible temporary differences
and carryforward attributes exceeds management's estimates of taxes payable
on future taxable income. Deferred tax liabilities are provided on the
total amount of net temporary differences taxable in the future.

Deferral of federal income taxes results primarily from the practice of
preparing tax returns on the cash basis of accounting, while the financial
statements are prepared on the accrual basis of accounting, and from
different methods of accounting for deferred loan origination fees, Federal
Home Loan Bank stock dividends and the Company's general loan loss
allowance. Additionally, a temporary difference is also recognized for
depreciation utilizing accelerated methods for federal income tax purposes.

F-11

<PAGE>

THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)

7. PENSION PLAN

The Company has a defined benefit pension plan which covers substantially
all employees who have completed one year of service. This plan will be
terminated in fiscal 1997 upon receipt of all required regulatory
approvals. The pension plan is funded with an annuity policy using the
individual level premium method. It is the Company's policy to fund
pension costs accrued up through the date of termination. Annual pension
expense for the fiscal years ended September 30, 1996, 1995 and 1994,
totaled approximately $38,000, $24,000 and $25,000, respectively. The
required disclosure under Statement of Financial Accounting Standards No.
87, "Accounting for Pensions," has not been provided herein based on
materiality.

8. CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, cash and cash equivalents includes
cash and due from banks, federal funds sold and interest-bearing deposits
in other financial institutions with original terms to maturity of less
than ninety days.

9. ADVERTISING

Advertising costs are expensed when incurred.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial Instruments",
requires disclosure of the fair value of financial instruments, both assets
and liabilities whether or not recognized in the statement of financial
condition, for which it is practicable to estimate that value. For
financial instruments where quoted market prices are not available, fair
values are based on estimates using present value and other valuation
methods.

The methods used are greatly affected by the assumptions applied, including
the discount rate and estimates of future cash flows. Because of the
judgment and subjective considerations required in determining appropriate
and reasonable assumptions, the derived fair value estimates cannot be
substantiated by comparison to independent markets. Further, the amounts
which could be realized in immediate settlement of the instruments could
vary significantly from the fair value estimate depending upon bulk versus
individual settlements or sales as well as other factors. SFAS No. 107
excludes certain financial instruments and all nonfinancial instruments
from its disclosure requirements. Accordingly, the aggregate net fair
value amounts presented do not represent the underlying value of the
Company.

F-12

<PAGE>

THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)

10. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments at
September 30, 1996:

CASH AND CASH EQUIVALENTS: The carrying amounts presented in the
statement of financial condition for cash and cash equivalents are
deemed to approximate fair value.

CERTIFICATES OF DEPOSIT IN OTHER FINANCIAL INSTITUTIONS: The carrying
amounts presented in the statement of financial condition for
certificates of deposit in other financial institutions are deemed to
approximate fair value.

INVESTMENT AND MORTGAGE-BACKED SECURITIES: For investment and
mortgage-backed securities, fair value is deemed to equal the quoted
market price.

LOANS RECEIVABLE: The loan portfolio has been segregated into
categories with similar characteristics, such as one-to-four family
residential, home equity lines of credit, multi-family residential and
nonresidential real estate. These loan categories were further
delineated into fixed-rate and adjustable-rate loans. The fair values
for the resultant loan categories were computed via discounted cash
flow analysis, using current interest rates offered for loans with
similar terms to borrowers of similar credit quality. For loans on
deposit accounts, and consumer and other loans, fair values were
deemed to equal the historic carrying values. The historical carrying
amount of accrued interest on loans is deemed to approximate fair
value.

FEDERAL HOME LOAN BANK STOCK: The carrying amount presented in the
statement of financial condition is deemed to approximate fair value
since a quoted market price is not available on Federal Home Loan Bank
stock.

DEPOSITS: The fair value of passbook and club accounts and money
market demand accounts are deemed to approximate the amount payable on
demand at September 30, 1996. Fair values for fixed-rate certificates
of deposit have been estimated using a discounted cash flow
calculation using the interest rates currently offered for deposits of
similar remaining maturities.

COMMITMENTS TO EXTEND CREDIT: For fixed-rate and adjustable-rate loan
commitments, the fair value estimate considers the difference between
current levels of interest rates and committed rates. The difference
between the fair value and notional amount of outstanding loan
commitments at September 30, 1996, was not material.

F-13

<PAGE>
THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)

10. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

Based on the foregoing methods and assumptions, the carrying value and fair
value of the Company's financial instruments at September 30, 1996, are as
follows:

CARRYING FAIR
VALUE VALUE
(In thousands)
<S> <C> <C>
Financial assets:
Cash and cash equivalents $ 4,082 $ 4,082
Certificates of deposit in other financial institutions 7,040 7,040
Investment securities held to maturity 9,062 9,071
Investment securities designated as available for sale 712 712
Mortgage-backed securities 1,549 1,612
Loans receivable - net 21,996 21,844
Federal Home Loan Bank stock 364 364
------- -------
$44,805 $44,725
------- -------
------- -------
Financial liabilities:
Deposits $37,282 $37,285
Advances by borrowers for taxes and insurance 50 50
------- -------
$37,332 $37,335
------- -------
------- -------

</TABLE>

11. RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the
reporting requirements of a publicly-held financial institution.

F-14

<PAGE>

THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES

The amortized cost and approximate market values of investment securities
at September 30 are summarized as follows:

1996 1995
AMORTIZED MARKET AMORTIZED MARKET
COST VALUE COST VALUE
(In thousands)
<S> <C> <C> <C> <C>
HELD TO MATURITY:
U.S. Government
agency obligations
Due within:
One year $4,865 $4,881 $4,288 $4,290
One to three years 4,197 4,190 3,696 3,733
------ ------ ------ ------
Total investment securities
held to maturity 9,062 9,071 7,984 8,023

AVAILABLE FOR SALE:
FHLMC stock 29 712 29 504
------ ------ ------ ------
Total investment securities $9,091 $9,783 $8,013 $8,527
------ ------ ------ ------
------ ------ ------ ------

</TABLE>

At September 30, 1996, the market value appreciation of the Company's held
to maturity investment portfolio in excess of the cost carrying value
totaled $9,000, consisting of gross unrealized gains of $20,000 and gross
unrealized losses of $11,000.

At September 30, 1995, the market value appreciation of the Company's held
to maturity investment portfolio in excess of the cost carrying value
totaled $39,000, consisting of gross unrealized gains of $44,000 and gross
unrealized losses of $5,000.

Mortgage-backed securities at September 30, 1996 and 1995, were comprised
solely of Government National Mortgage Association participation
certificates. At September 30, 1996 and 1995, the market value
appreciation of the Company's mortgage-backed securities in excess of cost
was approximately $63,000 and $102,000, respectively, comprised solely of
gross unrealized gains. Maturities of mortgage-backed securities are due
ratably over the next fifteen fiscal years based on the contractual
repayment terms of the underlying loans.

F-15
<PAGE>
THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

NOTE C - LOANS RECEIVABLE

The composition of the loan portfolio at September 30 is as follows:

1996 1995
(In thousands)
Real estate mortgage loans
One-to-four family $20,404 $21,093
Multifamily 407 465
Nonresidential 1,168 1,431
Construction - 146
Passbook loans 96 118
------- -------
22,075 23,253
Less:
Undisbursed portion of loans in process - 146
Deferred loan origination fees 27 50
Allowance for loan losses 52 39
------- -------
$21,996 $23,018
------- -------
------- -------

The Company's lending efforts have historically focused on residential real
estate loans, which comprised approximately $20.7 million, or 94%, of the
total loan portfolio at September 30, 1996 and $21.5 million, or 93%, of
the total loan portfolio at September 30, 1995. Generally, such loans have
been underwritten on the basis of no more than an 80% loan-to-value ratio,
which has historically provided the Company with adequate collateral
coverage in the event of default. Nevertheless, the Company, as with any
lending institution, is subject to the risk that residential real estate
values could deteriorate in its primary lending area of southwestern Ohio,
thereby impairing collateral values. However, management is of the belief
that real estate values in the Company's primary lending area are presently
stable.

In the ordinary course of business, the Company has granted loans to some
of the officers, employees and their related interests. Related party
loans are made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions
with unrelated persons and do not involve more than normal risk of
collectibility. The aggregate dollar amount of these loans was
approximately $211,000 and $187,000 at September 30, 1996 and 1995,
respectively.

Additionally, the Company has paid a retainer of $20,000 to a related party
for legal services during each of the fiscal years ended September 30, 1996
and 1995.

F-16
<PAGE>
THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

NOTE D - ALLOWANCE FOR LOAN LOSSES

The activity in the allowance for loan losses at September 30 is as
follows:

1996 1995 1994
(In thousands)

Beginning balance $39 $39 $39
Provision for loan losses 13 - -
--- --- ---
Ending balance $52 $39 $39
--- --- ---
--- --- ---

At September 30, 1996, the Company's allowance for loan losses was
comprised primarily of a general loan loss allowance, which is includible
as a component of regulatory risk-based capital.

Nonperforming loans totaled approximately $139,000 at September 30, 1996.
There were no nonperforming loans at September 30, 1995 or 1994.

As of and for the year ended September 30, 1996, the Company had no loans
which would be defined as impaired under SFAS No. 114. As a result, there
was no interest income recognized or received on impaired loans for the
year ended September 30, 1996.

NOTE E - OFFICE PREMISES AND EQUIPMENT

Office premises and equipment is comprised of the following:

SEPTEMBER 30,
1996 1995
(In thousands)

Land $ 34 $ 34
Buildings and improvements 161 156
Furniture and equipment 226 153
----- -----
421 343
Less accumulated
depreciation 253 222
----- -----
$168 $121
----- -----
----- -----

F-17
<PAGE>

THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

NOTE F - DEPOSITS

Deposits consist of the following major classifications at September 30:

DEPOSIT TYPE AND
WEIGHTED-AVERAGE 1996 1995
INTEREST RATE AMOUNT % AMOUNT %
(Dollars in thousands)
<S> <C> <C> <C> <C>
Passbook accounts -
2.83% in 1996 and 3.09% in 1995 $11,027 29.6 $11,008 28.9
Club accounts - 5.08% in 1996 and
5.07% in 1995 51 .1 54 .1
Money market demand accounts -
3.09% in 1996 and 1995 3,380 9.1 3,857 10.2
------- ----- ------- ----
Total demand accounts 14,458 38.8 14,919 39.2

Certificates of deposit -
5.74% in 1996 and 5.04% in 1995 22,824 61.2 23,137 60.8
------- ----- ------- -----
Total deposit accounts $37,282 100.0 $38,056 100.0
------- ----- ------- -----
------- ----- ------- -----

</TABLE>

Interest expense on deposits for the fiscal year ended September 30 is
summarized as follows:

1996 1995 1994
(In thousands)

Passbook and club accounts $ 324 $ 343 $ 433
Money market accounts 104 119 148
Certificates of deposit 1,330 1,160 897
------ ------ ------
$1,758 $1,622 $1,478
------ ------ ------
------ ------ ------

Maturities of outstanding certificates of deposit are summarized as
follows at September 30:

1996 1995
(In thousands)

Less than six months $ 6,295 $ 23
Six months to one year 11,281 12,033
One year to three years 5,248 11,081
------- -------
$22,824 $23,137
------- -------
------- -------

F-18
<PAGE>
THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

NOTE G - FEDERAL INCOME TAXES

The provision for federal income taxes on earnings differs from that
computed at the statutory corporate tax rate as follows at September 30:

1996 1995 1994
(In thousands)

Federal income taxes computed
at 34% statutory rate $117 $240 $206
Increase (decrease) resulting from:
Other 3 - (12)
---- ---- ----
Federal income tax provision per
financial statements $120 $240 $194
---- ---- ----
---- ---- ----

Effective tax rate 34.9% 34.0% 32.0%
---- ---- ----
---- ---- ----

The composition of the Company's net deferred tax liability is as follows
at September 30:

TAXES (PAYABLE) REFUNDABLE ON TEMPORARY 1996 1995
DIFFERENCES AT STATUTORY RATE: (In thousands)
<S> <C> <C>
Deferred tax assets:
Deferred loan origination fees $ 6 $ 17
General loan loss allowance 17 12
SAIF recapitalization assessment 84 -
Other 5 1
----- -----
Total deferred tax assets 112 30

Deferred tax liabilities:
Unrealized gain on securities designated as
available for sale (232) (161)
Difference between cash and accrual basis of accounting (94) (92)
Federal Home Loan Bank stock dividends (60) (51)
Difference between book and tax depreciation (29) (24)
Percentage of earnings bad debt deduction (8) (8)
Other - (1)
----- -----
Total deferred tax liabilities (423) (337)
----- -----
Net deferred tax liability $(311) $(307)
----- -----
----- -----

</TABLE>

F-19
<PAGE>

THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

NOTE G - FEDERAL INCOME TAXES (continued)

The Company was allowed a special bad debt deduction based on a percentage
of earnings, generally limited to 8% of otherwise taxable income, or the
amount of qualifying and nonqualifying loans outstanding and subject to
certain limitations based on aggregate loans and savings account balances
at the end of the calendar year. The Company was subject to such
limitations during the fiscal years ended September 30, 1996, 1995 and 1994
and, therefore, was precluded from utilizing the percentage of earnings bad
debt deduction. If the amounts that qualified as deductions for federal
income tax purposes are later used for purposes other than for bad debt
losses, including distributions in liquidation, such distributions will be
subject to federal income taxes at the then current corporate income tax
rate. Retained earnings at September 30, 1996, includes approximately $1.3
million for which federal income taxes have not been provided. The amount
of the unrecognized deferred tax liability relating to the cumulative
percentage of earnings bad debt deduction totaled approximately $430,000 at
September 30, 1996. See Note I for additional information regarding the
Company's future percentage of earnings bad debt deductions.

NOTE H - COMMITMENTS AND CONTINGENCIES

The Company is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its
customers including commitments to extend credit. Such commitments
involve, to varying degrees, elements of credit and interest-rate risk in
excess of the amount recognized in the statement of financial condition.
The contract or notional amounts of the commitments reflect the extent of
the Company's involvement in such financial instruments.

The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit is
represented by the contractual notional amount of those instruments. The
Company uses the same credit policies in making commitments and conditional
obligations as those utilized for on-balance-sheet instruments.

At September 30, 1996 and 1995, the Company had outstanding commitments of
approximately $149,000 and $397,000 to originate fixed-rate residential
real estate loans at interest rates ranging from 7.88% to 8.38% and 7.50%
to 7.75%, respectively. In the opinion of management, the loan commitments
equaled or exceeded prevalent market interest rates as of those dates, and
such commitments have been underwritten on the same basis as the existing
loan portfolio. Management believes that all commitments will be funded
through cash flow from operations and existing excess liquidity. Fees
received in connection with these commitments have not been recognized in
earnings.

Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since many of the commitments
may expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Company evaluates each
customer's creditworthiness on a case-by-case basis. The amount of
collateral obtained, if it is deemed necessary by the Company upon
extension of credit, is based on management's credit evaluation of the
counterparty. Collateral on loans may vary but the preponderance of loans
granted generally include a mortgage interest in real estate as security.

F-20
<PAGE>

THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

NOTE I - RETAINED EARNINGS AND REGULATORY CAPITAL

The Company is subject to minimum regulatory capital standards promulgated
by the Office of Thrift Supervision (OTS). Such minimum capital standards
generally require the maintenance of regulatory capital sufficient to meet
each of three tests, hereinafter described as the tangible capital
requirement, the core capital requirement and the risk-based capital
requirement. The tangible capital requirement provides for minimum
tangible capital (defined as retained earnings less all intangible assets)
equal to 1.5% of adjusted total assets. The core capital requirement
provides for minimum core capital (tangible capital plus certain forms of
supervisory goodwill and other qualifying intangible assets) equal to 3.0%
of adjusted total assets. An OTS proposal, if adopted in present form,
would increase the core capital requirement to a range of 4% - 5% of
adjusted total assets for substantially all savings associations.
Management anticipates no material change to the Company's present excess
regulatory capital position as a result of this proposed change in the
regulatory capital requirement. The risk-based capital requirement
currently provides for the maintenance of core capital plus general loss
allowances equal to 8.0% of risk-weighted assets. In computing risk-
weighted assets, the Company multiplies the value of each asset on its
statement of financial condition by a defined risk-weighted factor, e.g.,
one-to-four family residential loans carry a risk-weighted factor of 50%.

As of September 30, 1996, the Company's regulatory capital exceeded all
regulatory capital requirements as shown below:

<TABLE>
<CAPTION>
RISK-
TANGIBLE CORE BASED
CAPITAL PERCENT CAPITAL PERCENT CAPITAL PERCENT
<S> <C> <C> <C> <C> <C> <C>
(In thousands)

Capital under generally
accepted accounting principles $7,514 $7,514 $7,514
Unrealized gain on securities
designated as available for sale, net (451) (451) (451)
General valuation allowances - - 50
------ ------ ------
Regulatory capital computed 7,063 15.7 7,063 15.7 7,113 49.1
Minimum capital requirement 673 1.5 1,346 3.0 1,159 8.0
------ ---- ------ ---- ------- ----
Regulatory capital - excess $6,390 14.2 $5,717 12.7 $5,954 41.1
------ ---- ------ ---- ------- ----
------ ---- ------ ---- ------- ----
</TABLE>

At September 30, 1996, the Company met all regulatory requirements for
classification as a "well-capitalized" institution. A "well-capitalized"
institution must have risk-based capital of 10.0%, and core capital of
5.0%. The Company's capital exceeded the minimum required amounts for
classification as a "well-capitalized" institution by $5.7 million and $4.8
million, respectively.

F-21
<PAGE>

THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

NOTE I - RETAINED EARNINGS AND REGULATORY CAPITAL (continued)

The deposit accounts of the Company and of other savings associations are
insured up to certain defined limits by the FDIC in the Savings
Association Insurance Fund ("SAIF"). The reserves of the SAIF were below
the level required by law, because a significant portion of the
assessments paid into the fund were used to pay the cost of prior thrift
failures. The deposit accounts of commercial banks are insured by the
FDIC in the Bank Insurance Fund ("BIF"), except to the extent such banks
have acquired SAIF deposits. The reserves of the BIF met the level
required by law in May 1995. As a result of the respective reserve levels
of the funds, deposit insurance assessments paid by healthy savings
associations exceeded those paid by healthy commercial banks by
approximately $.19 per $100 in deposits in 1995. In 1996, no BIF
assessments were required for healthy commercial banks except for a $2,000
minimum fee.

Legislation was enacted to recapitalize the SAIF that provided for a
special assessment totaling $.657 per $100 of SAIF deposits held at March
31, 1995, in order to increase SAIF reserves to the level required by law.
The Company had $37.6 million in deposits at March 31, 1995, resulting in
an after-tax charge to operations of $162,000 in fiscal 1996.

A component of the recapitalization plan provides for the merger of the
SAIF and BIF on January 1, 1999, assuming the elimination of the thrift
charter or of the separate federal regulation of thrifts prior to the
merger of the deposit insurance funds. Under other proposed legislation,
the Company would be regulated as a bank under federal laws which would
subject it to the more restrictive activity limits imposed on national
banks. Under separate legislation, the Company is required to recapture
approximately $25,000 of its bad debt reserve as taxable income, which
represents the post-1987 additions to the reserve, and will be unable to
utilize the percentage of earnings method to compute its reserve in the
future. The Company has provided deferred taxes for this amount and will
be permitted to amortize the recapture of its bad debt reserve over six
years.

NOTE J - CORPORATE REORGANIZATION AND CONVERSION TO STOCK FORM

In April 1996, the Company's Board of Directors adopted an overall plan of
conversion and reorganization (the Plan) whereby the Company will convert
to the stock form of ownership, followed by the issuance of all the
Company's outstanding stock to a newly formed holding company, Market
Financial Corporation. Pursuant to the Plan, as amended, the Company will
offer for sale between 858,500 and 1,335,725 common shares at $10.00 per
share to its depositors, members of the community, and a newly formed
Employee Stock Ownership Plan (ESOP). The costs of issuing the common
stock will be deferred and deducted from the sale proceeds of the
offering. If the conversion is unsuccessful, all deferred costs will be
charged to operations. At September 30, 1996, the Company had incurred
deferred conversion costs totaling approximately $122,000. The
transaction is subject to approval by regulatory authorities and members
of the Company.

F-22
<PAGE>

THE MARKET BUILDING AND SAVING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

September 30, 1996, 1995 and 1994

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

At the completion of the conversion to stock form, the Company will
establish a liquidation account in the amount of retained earnings
contained in the final offering circular. The liquidation account will be
maintained for the benefit of eligible savings account holders who maintain
deposit accounts in the Company after conversion.

In the event of a complete liquidation (and only in such event), each
eligible member will be entitled to receive a liquidation distribution from
the liquidation account in the amount of the then current adjusted balance
of deposit accounts held, before any liquidation distribution may be made
with respect to common stock. Except for the repurchase of stock and
payment of dividends by the Company, the existence of the liquidation
account will not restrict the use or application of such retained earnings.

The Company may not declare, pay a cash dividend on, or repurchase any of
its common stock, if the effect thereof would cause retained earnings to be
reduced below either the amount required for the liquidation account or the
regulatory capital requirements for SAIF insured institutions.

F-23
<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY MFC. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY SECURITY, OTHER THAN THE
COMMON SHARES OFFERED HEREBY, TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM
DELIVERY OF THIS PROSPECTUS WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS TO ANY TIME
SUBSEQUENT TO THE DATE HEREOF.

TABLE OF CONTENTS
PAGE
----

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SELECTED FINANCIAL INFORMATION AND
OTHER DATA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
MARKET FOR COMMON SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . 12
DIVIDEND POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
REGULATORY CAPITAL COMPLIANCE. . . . . . . . . . . . . . . . . . . . . . . . 14
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
PRO FORMA DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SUMMARY CONSOLIDATED STATEMENTS OF
EARNINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SUMMARY OF RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . 29
THE BUSINESS OF THE ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . 30
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
THE CONVERSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
RESTRICTIONS ON ACQUISITION OF MFC AND THE
ASSOCIATION AND RELATED ANTI-TAKEOVER
PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
DESCRIPTION OF AUTHORIZED SHARES . . . . . . . . . . . . . . . . . . . . . . 72
REGISTRATION REQUIREMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . 73
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

UNTIL 25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING, ALL DEALERS EFFECTING
TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS OBLIGATION
IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

Up to 1,161,500 Common Shares

MARKET FINANCIAL CORPORATION

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

PROSPECTUS

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

CHARLES WEBB & COMPANY

, 1997
----------

A Division of Keefe, Bruyette & Woods, Inc.
<PAGE>

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

* Legal Fees. . . . . . . . . . . . . . . . . . . $130,000
* Postage . . . . . . . . . . . . . . . . . . . . $ 12,000
* Printing and EDGARIZING . . . . . . . . . . . . $ 41,000
* Appraisal Fees and Expenses . . . . . . . . . . $ 17,000
* Accounting Fees and Expenses. . . . . . . . . . $ 41,000
* Blue sky filing fees and expenses . . . . . . . $ 12,000
* Federal filing fees . . . . . . . . . . . . . . $ 15,000
* Conversion Agent Fees . . . . . . . . . . . . . $ 6,500
* Other Expenses. . . . . . . . . . . . . . . . . $ 12,500
** Underwriting Fees and Expenses . . . . . . . . . $148,000
---------
Total estimated expenses . . . . . . . . . . . . . .$435,000
---------
---------

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

* Estimated.

** To assist MFC and the Association in marketing the Common Shares, MFC
and the Association have retained Charles Webb & Company, a division
of Keefe, Bruyette & Woods, Inc. ("Webb"). Webb is a broker-dealer
registered with the SEC and members of the NASD.

For its services, Webb has received a management fee of $25,000 and
will receive a marketing fee of 1.5% of the aggregate purchase price
of the Common Shares other than (i) Common Shares purchased by the
directors, officers and employees of the Association and MFC and
members of their immediate families, and (ii) Common Shares purchased
by the ESOP, Stock Option Plan or RRP.

Depending on market conditions, the Common Shares, if any, not
initially subscribed for in the Subscription Offering or the Community
Offering may be offered for sale to the general public on a best
efforts basis in a syndicated community offering by a selling group of
broker-dealers ("Selected Dealers") to be formed by Webb. If Selected
Dealers are employed, the Selected Dealers will be paid a commission
not to exceed 5.5% of the aggregate purchase price received for Common
Shares sold by such Selected Dealers.

The estimated underwriting fees are based on the following
assumptions: (i) 1,010,000 Common Shares will be sold in the
Offering; (ii) approximately 10% of the Common Shares sold in the
Offering will be purchased by directors, officers and employees of the
Association and MFC and the members of their immediate families; (iii)
8% of the Common Shares sold in the Offering will be purchased by the
ESOP; and (iv) 82% of the Common Shares sold in the Offering will be
sold in the Subscription Offering with sales commissions of 1.5% of
the aggregate dollar amount of such Common Shares.

The Association will also reimburse the Agents for all reasonable fees
and expenses of its legal counsel, not to exceed $25,000.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(a) OHIO REVISED CODE

Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by a corporation and provides as follows:

(E)(1) A corporation may indemnify or agree to indemnify any
person who was or is a party or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, other than an action by or in the
right of the corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer,

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<PAGE>

employee, or agent of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful.

(2) A corporation may indemnify or agree to indemnify any person who
was or is a party or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee or agent of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any of the following:

(a) Any claim, issue, or matter as to which such person is adjudged
to be liable for negligence or misconduct in the performance of his duty to
the corporation unless, and only to the extent that the court of common
pleas or the court in which such action or suit was brought determines upon
application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court of common pleas or
such other court shall deem proper;

(b) Any action or suit in which the only liability asserted against a
director is pursuant to section 1701.95 of the Revised Code.

(3) To the extent that a director, trustee, officer, employee, or agent
has been successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to in divisions (E)(1) and (2) of this section,
or in defense of any claim, issue, or matter therein, he shall be indemnified
against expenses, including attorney's fees, actually and reasonably incurred
by him in connection with the action, suit, or proceeding.

(4) Any indemnification under divisions (E)(1) and (2) of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, trustee, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in divisions (E)(1) and (2) of this section. Such determination shall be
made as follows:

(a) By a majority vote of a quorum consisting of directors of the
indemnifying corporation who were not and are not parties to or threatened
with any such action, suit, or proceeding;

(b) If the quorum described in division (E)(4)(a) of this section is
not obtainable or if a majority vote of a quorum of disinterested directors
so directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation or any person
to be indemnified within the past five years;

(d) By the court of common pleas or the court in which such action,
suit, or proceeding was brought.

Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal Counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or brought
the action or suit by or in the right of the corporation under division (E)(2)
of this section, and within ten days after receipt of such notification, such
person shall have the right to petition the court of common pleas or the court
in which action or suit was brought to review the reasonableness of such
determination.

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<PAGE>

(5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in divisions (E)(1) and
(2) of this section, the articles or the regulations of a corporation state
by specific reference to this division that the provisions of this division
do not apply to the corporation and unless the only liability asserted
against a director in an action, suit, or proceeding referred to in divisions
(E)(1) and (2) of this section is pursuant to section 1701.95 of the Revised
Code, expenses, including attorney's fees, incurred by a director in
defending the action, suit, or proceeding shall be paid by the corporation as
they are incurred, in advance of the final disposition of the action, suit,
or proceeding upon receipt of an undertaking by or on behalf of the director
in which he agrees to do both of the following:

(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to
act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation;

(ii) Reasonably cooperate with the corporation concerning the action,
suit, or proceeding.

(b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, or agent in defending any action, suit, or
proceeding referred to in divisions (E)(1) and (2) of this section, may be
paid by the corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding as authorized by the directors
in the specific case upon receipt of an undertaking by or on behalf of the
director, trustee, officer, employee, or agent to repay such amount, if it
ultimately is determined that he is not entitled to be indemnified by the
corporation.

(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the articles of the regulations or any
agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, trustee, officer, employee, or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a person.

(7) A corporation may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of
credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or
profit, partnership, joint venture, trust, or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under this section.
Insurance may be purchased from or maintained with a person in which the
corporation has a financial interest.

(8) The authority of a corporation to indemnify persons pursuant to
divisions (E)(1) and (2) of this section does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions (E)(5), (6), and (7) of
this section. Divisions (E)(1) and (2) of this section do not create any
obligation to repay or return payments made by the corporation pursuant to
division (E)(5), (6), or (7).

(9) As used in this division, references to "corporation" includes all
constituent corporations in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director, officer,
employee, or agent of such a constituent corporation, or is or was serving at
the request of such constituent corporation as a director, trustee, officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise, shall
stand in the same position under this section with respect to the new or
surviving corporation as he would if he had served the new or surviving
corporation in the same capacity.

The Association may authorize payment of reasonable costs and expenses,
including reasonable attorney's fees arising from the defense or settlement
of any Action, to any director, officer or employee if a majority of the
directors of the Association conclude that such person may become entitled to
indemnification. The directors of the Association may impose conditions on
such payment, and, before making an advance payment, the Association shall
obtain an agreement from such person that the Association will be repaid if
the person on whose behalf payment is made is later determined not to be
entitled to such indemnification.

The Association currently maintains a directors' and officers' liability
policy providing for insurance of directors and officers for liability
incurred in connection with performance of their duties as directors and
officers. Such policy does not, however, provide insurance for losses
resulting from willful or criminal misconduct.

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<PAGE>

(b) MFC'S CODE OF REGULATIONS

Article Five of MFC's Code of Regulations provides for the
indemnification of officers and directors as follows:

SECTION 5.01. MANDATORY INDEMNIFICATION. The corporation shall
indemnify any officer or director of the corporation who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, any action threatened or
instituted by or in the right of the corporation), by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other
enterprise, against expenses (including, without limitation, attorneys' fees,
filing fees, court reporters' fees and transcript costs), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful. A
person claiming indemnification under this Section 5.01 shall be presumed, in
respect of any act or omission giving rise to such claim for indemnification,
to have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and with respect to
any criminal matter, to have had no reasonable cause to believe his conduct
was unlawful, and the termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, rebut such presumption.

SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything contained
in the Regulations or elsewhere to the contrary notwithstanding:

(A) the corporation shall not indemnify any officer or
director of the corporation who was a party to any completed action or suit
instituted by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of another
corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, in respect of any claim, issue or
matter asserted in such action or suit as to which he shall have been
adjudged to be liable for acting with reckless disregard for the best
interests of the corporation or misconduct (other than negligence) in the
performance of his duty to the corporation unless and only to the extent that
the Court of Common Pleas of Hamilton County, Ohio, or the court in which
such action or suit was brought shall determine upon application that,
despite such adjudication of liability, and in view of all the circumstances
of the case, he is fairly and reasonably entitled to such indemnity as such
Court of Common Pleas or such other court shall deem proper; and

(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as contemplated by
this Section 5.02.

SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained in
the Regulations or elsewhere to the contrary notwithstanding, to the extent
that an officer or director of the corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to
in Section 5.01, or in defense of any claim, issue or matter therein, he
shall be promptly indemnified by the corporation against expenses (including,
without limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) actually and reasonably incurred by him in connection
therewith.

SECTION 5.04 DETERMINATION REQUIRED. Any indemnification required
under Section 5.01 and not precluded under Section 5.02 shall be made by the
corporation only upon a determination that such indemnification of the
officer or director is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 5.01. Such determination
may be made only (A) by a majority vote of a quorum consisting of directors
of the corporation who were not and are not parties to, or threatened with,
any such action, suit or proceeding, or (B) if such a quorum is not
obtainable or if a majority of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation, or any person
to be indemnified, within the past five years, or (C) by the shareholders, or
(D) by the Court of Common Pleas of Hamilton County, Ohio, or (if the
corporation is a party thereto) the court in which such action, suit or
proceeding was brought, if any; any such determination may be made by a court
under division (D) of this Section 5.04 at any time including, without
limitation, any time before, during or after the time when any such
determination may be requested of, be under consideration by or have been
denied or disregarded by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by the shareholders under
division (C) of this Section 5.04; and no failure for any reason to make any
such determination, and no decision for any reason to deny any such
determination, by the disinterested directors under division (A) or by
independent

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<PAGE>

legal counsel under division (B) or by shareholders under division (C) of
this Section 5.04 shall be evidence in rebuttal of the presumption recited in
Section 5.01. Any determination made by the disinterested directors under
division (A) or by independent legal counsel under division (B) of this
Section 5.04 to make indemnification in respect of any claim, issue or matter
asserted in an action or suit threatened or brought by or in the right of the
corporation shall be promptly communicated to the person who threatened or
brought such action or suit, and within ten (10) days after receipt of such
notification such person shall have the right to petition the Court of Common
Pleas of Hamilton County, Ohio, or the court in which such action or suit was
brought, if any, to review the reasonableness of such determination.

SECTION 5.05. ADVANCES FOR EXPENSES. Expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) incurred in defending any action, suit or proceeding
referred to in Section 5.01 shall be paid by the corporation in advance of
the final disposition of such action, suit or proceeding to or on behalf of
the officer or director promptly as such expenses are incurred by him, but
only if such officer or director shall first agree, in writing, to repay all
amounts so paid in respect of any claim, issue or other matter asserted in
such action, suit or proceeding in defense of which he shall not have been
successful on the merits or otherwise:

(A) if it shall ultimately be determined as provided in
Section 5.04 that he is not entitled to be indemnified by the corporation as
provided under Section 5.01; or

(B) if, in respect of any claim, issue or other matter
asserted by or in the right of the corporation in such action or suit, he
shall have been adjudged to be liable for acting with reckless disregard for
the best interests of the corporation or misconduct (other than negligence)
in the performance of his duty to the corporation, unless and only to the
extent that the Court of Common Pleas of Hamilton County, Ohio, or the court
in which such action or suit was brought shall determine upon application
that, despite such adjudication of liability, and in view of all the
circumstances, he is fairly and reasonably entitled to all or part of such
indemnification.

SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification
provided by this Article Five shall not be deemed exclusive of any other
rights to which any person seeking indemnification may be entitled under the
Articles or the Regulations or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be an officer or director of
the corporation and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

SECTION 5.07. INSURANCE. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, or agent of
another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the
obligation or the power to indemnify him against such liability under the
provisions of this Article Five.

SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this Article
Five, and as examples and not by way of limitation:

(A) A person claiming indemnification under this Article 5
shall be deemed to have been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Section 5.01, or in defense
of any claim, issue or other matter therein, if such action, suit or
proceeding shall be terminated as to such person, with or without prejudice,
without the entry of a judgment or order against him, without a conviction of
him, without the imposition of a fine upon him and without his payment or
agreement to pay any amount in settlement thereof (whether or not any such
termination is based upon a judicial or other determination of the lack of
merit of the claims made against him or otherwise results in a vindication of
him); and

(B) References to an "other enterprise" shall include
employee benefit plans; references to a "fine" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references
to "serving at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes duties
on, or involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be
in the best

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<PAGE>

interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests
of the corporation" within the meaning of that term as used in this Article
Five.

SECTION 5.09. VENUE. Any action, suit or proceeding to determine
a claim for indemnification under this Article Five may be maintained by the
person claiming such indemnification, or by the corporation, in the Court of
Common Pleas of Hamilton County, Ohio. The corporation and (by claiming such
indemnification) each such person consent to the exercise of jurisdiction
over its or his person by the Court of Common Pleas of Hamilton County, Ohio,
in any such action, suit or proceeding.

(i) AGREEMENT WITH KELLER & COMPANY, INC.

The Association has agreed to indemnify Keller & Company, Inc.
("Keller"), the firm retained by the Association to provide the appraisal of
the pro forma market value of the Association as converted, in connection
with certain matters related to the appraisal. The Association will
indemnify Keller, its employees and affiliates, for certain costs and
expenses, including reasonable legal fees, in connection with claims or
litigation relating to the appraisal and arising out of any misstatement or
untrue statement of a material fact in information supplied to Keller by the
Association or by an intentional omission by the Association to state a
material fact in the information so provided, except where Keller has been
negligent or at fault.

(ii) AGREEMENT WITH THE AGENTS

The Association has agreed to indemnify and hold harmless Webb. In
general, the agreement with Webb (the "Agency Agreement") provides that the
Association will indemnify and hold harmless Webb's directors, officers,
employees, agents and any controlling person against any and all loss,
liability, claim, damage or expense (including the fees and disbursements of
counsel reasonably incurred) arising out of any untrue statement, or alleged
untrue statement, of a material fact contained in the Summary Proxy Statement
or the Prospectus, any application to regulatory authorities, any "blue sky"
application, or any other related document prepared or executed by or on
behalf of the Association with its consent in connection with, or in
contemplation of, the transactions contemplated by the Agency Agreement, or
any omission therefrom of a material fact required to be stated therein,
unless such untrue statement or omission, or alleged untrue statement or
omission, was made in reliance upon, and in conformity with, written
information regarding Webb furnished to the Association by Webb expressly for
use in the Summary Proxy Statement or the Prospectus.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

No securities of MFC have been sold by MFC without registration pursuant
to the Act, except as follows:

On April 18, 1996, in connection with the incorporation of MFC, 100
common shares, without par value, of MFC (the "Securities") were sold for an
aggregate purchase price of $100 pursuant to Section 4(2) of the Act in a
transaction not involving any public offering. The Securities were sold to
John T. Larimer, the President of MFC, who had access to all material
information about MFC. The Securities were offered without the use of any
form of general solicitation or advertising. No underwriter was involved in
the transaction, and no commission, discount or other remuneration was paid
or given in connection with the sale of the Securities. Under the terms of
the Subscription Agreement between MFC and Mr. Larimer, the Securities will
be repurchased by MFC for $100 on the effective date of the Conversion.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS

The exhibits filed as a part of this Registration Statement are as follows:

*1.1 Engagement letter with Charles Webb & Company
*1.2 Form of Agency Agreement with Charles Webb & Company
*2 Plan of Conversion
*3.1 Articles of Incorporation of Market Financial Corporation
*3.2 Certificate of Amendment to Articles of Incorporation of Market
Financial Corporation
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<PAGE>

*3.3 Code of Regulations of Market Financial Corporation
*5 Opinion of Vorys, Sater, Seymour and Pease regarding legality of
securities being registered
*8 Opinion of Vorys, Sater, Seymour and Pease regarding tax matters
*10.1 Market Financial Corporation 1996 Stock Option and Incentive Plan
(proposed)
10.2 Revised Market Financial Corporation Recognition and Retention
Plan and Trust Agreement (proposed)
10.3 Market Financial Corporation Employee Stock Ownership Plan
(proposed)
10.4 Revised Employment Agreement between The Market Building and
Saving Company and John T. Larimer (proposed)
23.1 Consent of Grant Thornton LLP
23.2 Consent of Keller & Company, Inc.
23.3 Consent of Vorys, Sater, Seymour and Pease
27 Financial Data Schedule
99.1 Revised Summary Proxy Statement
*99.2 Order Form and Form of Certification
*99.3 Form of Proxy
*99.4 Solicitation and Marketing Material
*99.5 Appraisal Agreement between The Market Building and Saving
Company and Keller & Company, Inc.
99.6 Appraisal Report prepared by Keller & Company, Inc.

- --------------------------------------------------------------------
* Previously filed.

(b) FINANCIAL STATEMENT SCHEDULES:

No financial statement schedules are filed because the
required information is not applicable or is included in the consolidated
financial statements or related notes.

ITEM 17. UNDERTAKINGS.

(a) The undersigned, MFC, hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section
10(a)(3) of the Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement.

(2) That, for the purpose of determining any liability
under the Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of MFC,
pursuant to the foregoing provisions or otherwise, MFC has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act, and is therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by MFC of expenses incurred or paid by a director, officer or
controlling person of MFC in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, MFC will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

II-7
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this Registration Statement on Form S-1 to be
signed on its behalf by the undersigned, duly authorized to do so, in the
City of Mt. Healthy, State of Ohio, on January 14, 1996.

MARKET FINANCIAL CORPORATION

By: /s/ John T. Larimer
------------------------
John T. Larimer
its President

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-1 has been signed below by the
following persons in the capacities and as of the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>

/s/ John T. Larimer President January 14, 1997
- ------------------ (Principal Executive Officer) and
John T. Larimer Director

/s/ Julie M. Bertsch Chief Financial Officer January 14, 1997
- -------------------- (Principal Financial Officer and
Julie M. Bertsch Principal Accounting Officer)

/s/ Robert Gandenberger Director January 14, 1997
- -----------------------
Robert Gandenberger

Director
- -----------------------
Edgar H. May

/s/ Rae Skirvin Larimer Secretary and Director January 14, 1997
- -----------------------
Rae Skirvin Larimer

/s/ R. C. Meyerenke Director and Treasurer January 14, 1997
- -------------------
R. C. Meyerenke

/s/ Wilbur H. Tisch Director January 14, 1997
- -------------------
Wilbur H. Tisch

/s/ Kathleen A. White Director January 14, 1997
- ---------------------
Kathleen A. White

</TABLE>

II-8

<PAGE>

PRE-EFFECTIVE AMENDMENT NO. 1
MARKET FINANCIAL CORPORATION
REGISTRATION STATEMENT ON FORM S-1

INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
------ -----------

10.2 Revised Market Financial Corporation Recognition and Retention
Plan and Trust Agreement (proposed)

10.3 Market Financial Corporation Employee Stock Ownership Plan
(proposed)

10.4 Revised Employment Agreement between The Market Building and
Saving Company and John T. Larimer (proposed)

23.1 Consent of Grant Thornton LLP

23.2 Consent of Keller & Company, Inc.

23.3 Consent of Vorys, Sater, Seymour and Pease

27 Financial Data Schedule

99.1 Revised Summary Proxy Statement

99.6 Appraisal Report prepared by Keller & Company, Inc.

II-9

<PAGE>

MARKET FINANCIAL CORPORATION
RECOGNITION AND RETENTION PLAN
AND TRUST AGREEMENT

ARTICLE I
DEFINITIONS

The following words and phrases when used in this Agreement with an initial
capital letter shall have the meanings set forth below, unless the context
clearly indicates otherwise. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural:

1.01 "Agreement" means the Market Financial Corporation Recognition and
Retention Plan and Trust Agreement.

1.02 "Association" means The Market Building and Saving Company, a
savings and loan association incorporated under the laws of the State of Ohio.

1.03 "Award" means a right granted to a Director or an Employee under
this Plan to receive Plan Shares.

1.04 "Beneficiary" means the person or persons designated by a Recipient
to receive any benefits payable under this Plan in the event of such Recipient's
death. Such person or persons shall be designated in writing on forms provided
for this purpose by the Committee and may be changed from time to time by
similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Recipient's estate.

1.05 "Board" means the Board of Directors of the Corporation.

1.06 "Committee" means the Recognition and Retention Plan Committee
appointed by the Board pursuant to Article IV hereof.

1.07 "Common Shares" means common shares of the Corporation.

1.08 "Conversion" means the conversion of the Association from mutual to
stock form.

1.09 "Corporation" means Market Financial Corporation, a savings and loan
holding company incorporated under the laws of the State of Ohio for the purpose
of holding all of the common shares of the Association issued in connection with
the Conversion, or any successor thereto.

1.10 "Director" means any person who is a member of the Board of
Directors of the Corporation, the Association or a Subsidiary.

<PAGE>

1.11 "Employee" means any person who is employed by the Corporation, the
Association or a Subsidiary.

1.12 "Person" means an individual, corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein.

1.13 "Plan" means the Recognition and Retention Plan established by this
Agreement.

1.14 "Plan Shares" means the Common Shares held pursuant to the Trust and
which are awarded or issuable to a Recipient pursuant to the Plan.

1.15 "Plan Share Reserve" means the Common Shares held by the Trustee
pursuant to Sections 5.02 and 5.03 of this Agreement.

1.16 "Recipient" means any Director or Employee who receives an Award
under the Plan.

1.17 "Subsidiaries" means subsidiaries of the Corporation or the
Association which, with the consent of the Board, agree to participate in the
Plan.

1.18 "Trust" means the trust established by this Agreement.

1.19 "Trustee(s)" means the person(s) or entity approved by the Board
pursuant to Sections 4.01 and 4.02 to hold legal title to the Plan assets for
the purposes set forth herein.

ARTICLE II
ESTABLISHMENT OF THE PLAN AND TRUST

2.01 The Corporation hereby establishes a Recognition and Retention Plan
and Trust upon the terms and subject to the conditions set forth in this
Agreement.

2.02 The Trustee hereby accepts the Trust and agrees to hold the Trust
assets existing on the date of this Agreement and all additions and accretions
thereto upon the terms and conditions of this Agreement.

ARTICLE III
PURPOSE OF THE PLAN

3.01 The purpose of the Plan is to reward and retain the Directors and
Employees of the Corporation, the Association and the Subsidiaries who are in
key positions of responsibility by providing such Directors and Employees with
an equity interest in the Corporation as

<PAGE>

reasonable compensation for their contributions to the Corporation, the
Association and the Subsidiaries.

ARTICLE IV
ADMINISTRATION OF THE PLAN

4.01 ROLE OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee, which shall consist of not less than three members
of the Board who are not employees of the Corporation or the Association. The
Committee shall have all of the powers set forth in this Plan. The
interpretation and construction by the Committee of any provisions of this
Agreement or of any Award granted hereunder shall be final, conclusive and
binding. The Committee shall act by the vote, or the written consent, of a
majority of its members. The Committee shall report actions and decisions with
respect to the Plan to the Board upon request by the Board.

4.02 ROLE OF THE BOARD. The members of the Committee and the Trustee(s)
shall be appointed or approved by and will serve at the pleasure of the Board.
The Board may in its discretion from time to time remove members from or add
members to the Committee and may remove, replace or add Trustee(s).

4.03 LIMITATION ON LIABILITY. No member of the Board or the Committee,
nor any Trustee, shall be liable for any determination made in good faith with
respect to the Plan or any Plan Shares or Awards granted under the Plan. If a
member of the Board or of the Committee or any Trustee is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of anything done or not done by such member in such capacity under or
with respect to this Plan, the Corporation shall indemnify such member against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such member in connection with
such action, suit or proceeding if such member acted in good faith and in a
manner such member reasonably believed to be in or not opposed to the best
interests of the Corporation, the Association and the Subsidiaries and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such member's conduct was unlawful.

ARTICLE V
CONTRIBUTIONS; PLAN SHARE RESERVE

5.01 AMOUNT AND TIMING OF CONTRIBUTIONS. The Board shall determine the
amounts (or the method of computing the amounts) to be contributed by the
Corporation to the Trust. Such amounts shall be paid to the Trustee at the time
of contribution. No contributions to the Trust by Directors or Employees shall
be permitted.

<PAGE>

5.02 INVESTMENT OF TRUST ASSETS. Except as otherwise permitted by
Section 8.02 of this Agreement, the Trustee shall invest all of the Trust's
assets, after providing for any required withholding as needed for tax purposes,
exclusively in Common Shares; provided, however, that the Trust shall not
purchase a number of Common Shares equal to more than 3% of the number of Common
Shares issued in connection with the Conversion, except that if the
Association's tangible capital exceeds 10%, the Trust may purchase a number of
Common Shares equal to up to 4% of the Common Shares issued in connection with
the Conversion. After such investment, the Common Shares shall be held by the
Trustee in the Plan Share Reserve until such Common Shares are subject to one or
more Awards. Any funds held by the Trust before purchasing Common Shares shall
be invested by the Trustee in such interest-bearing account or accounts at the
Association as the Trustee shall determine to be appropriate.

5.03 EFFECT OF ALLOCATIONS, RETURNS AND FORFEITURES UPON PLAN SHARE
RESERVES. Upon the allocation of Awards under Section 6.02 of this Agreement,
or the decision of the Committee to return Plan Shares to the Corporation, the
Plan Share Reserve shall be reduced by the number of Plan Shares so allocated or
returned. Any Plan Shares subject to an Award which is subject to forfeiture by
the Recipient pursuant to Section 7.01 of this Agreement shall be retained in
the Plan Share Reserve.

ARTICLE VI
ELIGIBILITY; ALLOCATIONS

6.01 ELIGIBILITY. Directors and Employees are eligible to receive Awards
within the sole discretion of the Committee subject to compliance with
applicable Office of Thrift Supervision ("OTS") regulations.

6.02 ALLOCATIONS. The Committee will determine which of the Directors
and Employees will be granted Awards and the number of Plan Shares covered by
each Award; provided, however, that (a) the aggregate number of Plan Shares
covered by Awards to any one Employee shall not exceed 25% of the total number
of Plan Shares, (b) no more than 5% of the Plan Shares shall be awarded to any
Director who is not an Employee, and (c) no more than 30% of the Plan Shares
shall be awarded in the aggregate to Directors who are not Employees.

No Award shall be granted if such grant would result in a violation or
possible violation of federal or state securities laws. In the event Plan
Shares are forfeited for any reason or additional Plan Shares are purchased by
the Trustee, the Committee may, from time to time, determine which of the
Officers and Employees will be granted additional Awards to be awarded from
forfeited or additional Plan Shares.

<PAGE>

In selecting the Directors and the Employees to whom Awards will be granted
and the number of shares covered by such Awards, the Committee shall consider
the position, duties and responsibilities of the eligible Directors and
Employees, the value of their services to the Corporation, the Association and
the Subsidiaries and any other factors the Committee may deem relevant.

6.03 FORM OF ALLOCATION. As promptly as practicable after a
determination is made pursuant to Section 6.02 of this Agreement that an Award
is to be made, the Committee shall notify the Recipient in writing of the grant
of the Award, the number of Plan Shares covered by the Award and the terms upon
which the Plan Shares subject to the Award may be earned. The date on which the
Committee determines that an Award is to be made or a later date designated by
the Committee shall be considered the date of grant of the Awards. The
Committee shall maintain records as to all grants of Awards under the Plan.

6.04 ALLOCATIONS NOT REQUIRED. None of the Directors or Employees,
either individually or as a group, shall have any right or entitlement to
receive an Award under the Plan. The Committee may, with the approval of the
Board, and shall, if so directed by the Board, return all Common Shares and
other assets in the Plan Share Reserve to the Corporation at any time and
thereafter cease issuing Awards.

6.05 SHAREHOLDER APPROVAL. This Agreement shall be submitted to the
shareholders of the Corporation at an annual or special meeting to be held no
sooner than six months after the effective date of the Conversion.
Notwithstanding anything to the contrary in this Agreement, no Awards shall be
granted hereunder until the shareholders of the Corporation approve this
Agreement.

ARTICLE VII
EARNING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

7.01 EARNING PLAN SHARES; FORFEITURES.

(a) GENERAL RULES. Unless the Committee shall specifically
state a longer period of time over which Awards shall be earned and non-
forfeitable at the time an Award is granted, Plan Shares shall be earned and
non-forfeitable by a Recipient over a period of five years at the rate of one-
fifth per year commencing on the date which is one year after the date of the
grant of such Award. As Plan Shares become earned and non-forfeitable, any cash
dividends, returned capital and earnings thereon shall also be earned and non-
forfeitable.

(b) REVOCATION. Unless otherwise permitted by applicable laws
and regulations, any Plan Shares and any cash dividends, returned capital and
earnings thereon that have not been earned and are not non-forfeitable in
accordance with Section 7.01(a) of this Agreement shall be forfeited in the
event that (i) a Recipient who is a Director ceases to serve on the Board of
Directors of both the Corporation and the Association or (ii) a Recipient who is
not

<PAGE>

a Director of the Corporation or the Association ceases to be an Employee of the
Corporation or the Association, except as otherwise provided in subsection (c)
of this Section 7.01.

(c) EXCEPTION FOR TERMINATIONS DUE TO DEATH OR DISABILITY. All
Plan Shares and cash dividends, returned capital and earnings thereon subject to
an Award held by a Recipient whose service as a Director or Employee of the
Corporation, the Association or a Subsidiary terminates due to (i) death or (ii)
disability (as determined by the Committee) shall be deemed fully earned and
non-forfeitable as of the later of the Recipient's last day of service as a
Director or as an Employee and shall be distributed as soon as practicable
thereafter.

7.02 DISTRIBUTION OF PLAN SHARES.

(a) TIMING OF DISTRIBUTIONS: GENERAL RULE. Except as otherwise
provided in this Agreement, Plan Shares shall be distributed to the Recipient or
his Beneficiary, as the case may be, as soon as practicable after they have been
earned, together with any cash dividends, returned capital and earnings thereon
with respect to Plan Shares that have been earned.

(b) FORM OF DISTRIBUTION. All distributions of Plan Shares,
together with any shares representing stock dividends, shall be distributed in
the form of Common Shares. No fractional shares shall be distributed. Payments
representing cash dividends, returned capital and earnings thereon shall be made
in cash.

(c) WITHHOLDING. The Trustee may withhold from any cash payment
made under this Plan sufficient amounts to cover any applicable withholding and
employment taxes and, if the amount of such cash payment is not sufficient, the
Trustee may require the Recipient or Beneficiary to pay to the Trustee the
amount required to be withheld as a condition of delivering the Plan Shares.
The Trustee shall pay over to the Corporation, the Association or the Subsidiary
which employs or employed such Recipient or which the Recipient serves or served
as a Director, any such amount withheld from or paid by the Recipient or
Beneficiary.

(d) REGULATORY EXCEPTIONS. Notwithstanding anything to the
contrary in this Agreement, no Plan Shares, upon becoming fully earned and non-
forfeitable, shall be distributed unless and until all of the requirements of
all applicable laws and regulations shall have been met.

7.03 VOTING OF PLAN SHARES. All Common Shares held by the Trustee in the
Plan Share Reserve which have not yet been earned by and distributed to a
Recipient pursuant to Sections 7.01 and 7.02 of this Agreement shall be voted by
the Trustee.

<PAGE>

ARTICLE VIII
TRUST

8.01 TRUST. The Trustee shall receive, hold, administer, invest and make
distributions and disbursements from the Trust in accordance with the provisions
of the Plan and the Trust and the applicable directions, rules, regulations,
procedures and policies established by the Committee pursuant to this Agreement.

8.02 MANAGEMENT OF TRUST. The Trustee shall have complete authority and
discretion with respect to the management, control and investment of the Trust,
and the Trustee shall invest all assets of the Trust, except those attributable
to cash dividends paid with respect to Plan Shares not held in the Plan Share
Reserve, in Common Shares to the fullest extent practicable, and except to the
extent that the Trustee determines that the holding of monies in cash or cash
equivalents is necessary to meet the obligations of the Trust. The Trustee
shall have the power to do all things and execute such instruments as may be
deemed necessary or proper, including the following powers:

(a) To invest up to 100% of all Trust assets in Common Shares
without regard to any law now or hereafter in force limiting investments
for Trustees or other fiduciaries. The investment authorized herein may
constitute the only investment of the Trust, and, in making such
investment, the Trustee is authorized to purchase Common Shares from the
Corporation or from any other source. Such Common Shares so purchased may
be outstanding, newly issued or treasury shares;

(b) To invest any Trust assets not otherwise invested in
accordance with Section 8.02(a) of this Agreement in such deposit accounts
and certificates of deposit (including those issued by the Association),
obligations of the United States government or its agencies or such other
investments as shall be considered the equivalent of cash;

(d) To cause stocks, bonds or other securities to be registered
in the name of a nominee, without the addition of words indicating that
such security is an asset of the Trust (but accurate records shall be
maintained showing that such security is an asset of the Trust);

(e) To hold cash without interest in such amounts as may be
reasonable, in the opinion of the Trustee, for the proper operation of the
Plan and the Trust;

(f) To employ brokers, agents, custodians, consultants and
accountants;

(g) To hire counsel to render advice with respect to the
Trustee's rights, duties and obligations hereunder, and such other legal
services or representation as the Trustee may deem desirable; and

<PAGE>

(h) To hold funds and securities representing the amounts to be
distributed to a Recipient or his Beneficiary as a consequence of a dispute
as to the disposition thereof, whether in a segregated account or held in
common with other assets of the Trust.

Notwithstanding anything herein contained to the contrary, the Trustee shall not
be required to make any inventory, appraisal or settlement or report to any
court, or to secure any order of court for the exercise of any power herein
contained, or to give bond.

8.03 RECORDS AND ACCOUNTS. The Trustee shall maintain accurate and
detailed records and accounts of all transactions of the Trust, which shall be
available at all reasonable times for inspection by any legally entitled person
or entity to the extent required by applicable law, or any other person
determined by the Committee.

8.04 EARNINGS. All earnings, gains and losses with respect to Trust
assets shall be allocated, in accordance with a reasonable procedure adopted by
the Committee, to bookkeeping accounts for Recipients or to the general account
of the Trust, depending on the nature and allocation of the assets generating
such earnings, gains and losses. Without limiting the generality of the
foregoing, any earnings on cash dividends or returned capital received with
respect to Common Shares shall be allocated (a) to accounts for Recipients, if
such shares are the subject of outstanding Awards, and shall become earned and
be distributed as specified in Article VII of this Agreement, or (b) otherwise
to the Plan Share Reserve if such Plan Shares are not the subject of outstanding
awards.

8.05 EXPENSES. All costs and expenses incurred in the operation and
administration of the Plan shall be paid by the Association.

ARTICLE IX
MISCELLANEOUS

9.01 ADJUSTMENTS FOR CAPITAL CHANGES. The aggregate number of Plan
Shares available for issuance pursuant to the Awards and the number of Plan
Shares to which any Award relates shall be proportionately adjusted for any
increase or decrease in the total number of outstanding Common Shares issued
subsequent to the effective date of the Plan if such increase or decrease
resulted from any split, subdivision or consolidation of shares or other capital
adjustment, or other increase or decrease in such shares effected without
receipt or payment of consideration by the Corporation.

9.02 AMENDMENT AND TERMINATION OF PLAN. The Board may, by resolution, at
any time amend or terminate the Plan. The power to amend or terminate the Plan
shall include the power to direct the Trustee to return to the Corporation all
or any part of the assets of the Trust, including Common Shares held in the Plan
Share Reserve, as well as Common Shares and other assets subject to Awards which
have not yet been earned by the Directors or Employees to whom they are
allocated; provided, however, that the termination of the Trust shall not affect
a

<PAGE>

Recipient's right to earn Awards and to the distribution of Common Shares
relating thereto, including earnings thereon, in accordance with the terms of
this Agreement and the grant by the Committee or the Board.

9.03 NONTRANSFERABLE. Awards shall not be transferable by a Recipient.
During the lifetime of the Recipient, an Award may only be earned by and paid to
the Recipient who was notified in writing of the Award by the Committee pursuant
to Section 6.03 of this Agreement. No Recipient or Beneficiary shall have any
right in or claim to any assets of the Plan or the Trust, nor shall the
Corporation, the Association or any Subsidiary be subject to any claim for
benefits hereunder.

9.04 DIRECTORSHIP RIGHTS. Neither this Agreement nor any grant of an
Award hereunder nor any action taken by the Trustee, the Committee or the Board
in connection with the Plan shall create any right, either express or implied,
on the part of any Director to continue to serve as a Director of the
Association or a Subsidiary.

9.05 EMPLOYMENT RIGHTS. Neither this Agreement nor any grant of an Award
hereunder nor any action taken by the Trustee, the Committee or the Board in
connection with the Plan shall create any right, either express or implied, on
the part of any Employee to continue in the employ of the Corporation, the
Association or a Subsidiary.

9.06 VOTING AND DIVIDEND RIGHTS. No Recipient shall have any voting or
dividend rights or other rights of a shareholder in respect of any Plan Shares
covered by an Award, except as expressly provided in Sections 7.01 and 7.02 of
this Agreement, prior to the time such Plan Shares are actually distributed to
such Recipient.

9.07 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of Ohio, except to the extent that federal law shall
be deemed applicable.

9.08 EFFECTIVE DATE. Subject to Section 6.05 of this Agreement, this
Agreement shall be effective as of the ___ day of ____________, 1997.

9.09 TERM OF PLAN. The Plan shall remain in effect until the earlier of
(a) the termination of the Plan by the Board or (b) the distribution of all
assets from the Trust. The termination of the Plan shall not affect any Awards
previously granted and such Awards shall remain valid and in effect until they
have been earned and paid or by their terms expire or are forfeited.

9.10 TAX STATUS OF TRUST. It is intended that the trust established
hereby be treated as a grantor trust of the Association under the provisions of
Section 671, ET SEQ., of the Internal Revenue Code of 1986, as amended (26
U.S.C. Section 671 ET SEQ.).

<PAGE>

IN WITNESS WHEREOF, the following Trustees execute this Agreement,
accepting and binding themselves to undertake and perform the obligations and
duties of the Trustee hereunder and consenting to the foregoing Agreement
effective the ___ day of ____________, 1997.

By: ___________________________ (Trustee)

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer and duly attested, all as of the ___ day
of ____________, 1997.

MARKET FINANCIAL CORPORATION

By: ___________________________
John T. Larimer
its President

ATTEST:

_______________________

<PAGE>

MARKET FINANCIAL CORPORATION

EMPLOYEE STOCK OWNERSHIP PLAN

TABLE OF CONTENTS

SECTION PAGE

1 PARTICIPATION. . . . . . . . . . . . . . . . . . 1

1.01 Eligibility Requirements . . . . . . . . 1
1.02 Service for Eligibility. . . . . . . . . 1

2 CONTRIBUTIONS. . . . . . . . . . . . . . . . . . 1

2.01 Regular Employer Contribution. . . . . . 1
2.02 Employer Contribution to Reduce Loan
Obligation . . . . . . . . . . . . . . 2
2.03 Rollover Contributions/Participant
Contributions. . . . . . . . . . . . . 2
2.04 Limitations on Annual Additions. . . . . 2
2.05 Dual Plan Limitation . . . . . . . . . . 3
2.06 Corrective Adjustments . . . . . . . . . 4
2.07 Contributions Conditioned on
Plan Qualification . . . . . . . . . . 4

3 ALLOCATION OF EMPLOYER CONTRIBUTIONS . . . . . . 5

3.01 Allocation of Regular Contributions
and Forfeitures. . . . . . . . . . . . 5
3.02 Allocation of Employer Shares Purchased
with Proceeds of Plan Loan . . . . . . 5
3.03 Special Restriction on Allocation. . . . 5

4 PARTICIPANTS' ACCOUNTS . . . . . . . . . . . . . 6

4.01 Establishment of Employer Contributions
Accounts . . . . . . . . . . . . . . . 6
4.02 Establishment of Suspense Account. . . . 6

5 PLAN INVESTMENTS . . . . . . . . . . . . . . . . 6

5.01 Primary Investments. . . . . . . . . . . 6
5.02 Diversification Requirements . . . . . . 7

<PAGE>

SECTION PAGE

6 VALUATION OF PARTICIPANTS' ACCOUNTS. . . . . . . 7

6.01 Valuations . . . . . . . . . . . . . . . 7
6.02 Method of Adjustment . . . . . . . . . . 8

7 RETIREMENT BENEFITS. . . . . . . . . . . . . . . 9

7.01 Time of Retirement . . . . . . . . . . . 9
7.02 Amount of Retirement Benefits. . . . . . 9

8 DEATH BENEFITS . . . . . . . . . . . . . . . . . 9

8.01 Amount of Death Benefit. . . . . . . . . 9
8.02 Designation of Beneficiary . . . . . . . 9
8.03 Distribution of Death Benefit. . . . . . 10

9 DISABILITY BENEFITS. . . . . . . . . . . . . . . 11

9.01 Amount of Disability Benefit . . . . . . 11
9.02 Determination of Total and Permanent
Disability . . . . . . . . . . . . . . 11

10 TERMINATION OF EMPLOYMENT. . . . . . . . . . . . 11

10.01 Amount of Benefits Upon Termination of
Employment . . . . . . . . . . . . . . 11

11 VESTING. . . . . . . . . . . . . . . . . . . . . 12

11.01 Fully Vested Benefits. . . . . . . . . . 12
11.02 Full Vesting at Normal Retirement Age,
Death or Disability. . . . . . . . . . 12
11.03 Termination After Eligibility for
Retirement . . . . . . . . . . . . . . 12

12 PAYMENT OF BENEFITS. . . . . . . . . . . . . . . 13

12.01 Method of Payment. . . . . . . . . . . . 13
12.02 Timing of Payments . . . . . . . . . . . 13
12.03 Installment Payments . . . . . . . . . . 13
12.04 Distributions After Death. . . . . . . . 14

<PAGE>

SECTION PAGE

12.05 Cash-Outs. . . . . . . . . . . . . . . . 15
12.06 Put Option . . . . . . . . . . . . . . . 15
12.07 Right of First Refusal . . . . . . . . . 16
12.08 Eligible Rollover Distributions. . . . . 17

13 BREAK IN SERVICE RULES . . . . . . . . . . . . . 18

13.01 Effect of Break in Service on
Eligibility. . . . . . . . . . . . . . 18
13.02 Effect of Break in Service on Vesting. . 19
13.03 Authorized Leaves of Absence . . . . . . 19

14 TRUST AGREEMENT. . . . . . . . . . . . . . . . . 20

14.01 Description of Trust Agreement. . . . . . 20

15 PLAN ADMINISTRATION. . . . . . . . . . . . . . . 20

15.01 Plan Administrator . . . . . . . . . . . 20
15.02 Duties of Plan Administrator . . . . . . 20

16 AMENDMENTS . . . . . . . . . . . . . . . . . . . 21

16.01 Employer's Right to Amend Plan. . . . . . 21

17 DISTRIBUTIONS ON PLAN TERMINATION. . . . . . . . 22

17.01 Full Vesting on Plan Termination . . . . 22
17.02 Payment on Plan Termination. . . . . . . 22
17.03 Discontinuance of Contributions;
Partial Termination of Plan. . . . . . 22

18 CREDITORS OF PARTICIPANTS. . . . . . . . . . . . 22

18.01 Non-Assignability. . . . . . . . . . . . 22
18.02 Qualified Domestic Relations Orders. . . 23

19 CLAIMS PROCEDURES. . . . . . . . . . . . . . . . 23

19.01 Filing a Claim for Benefits. . . . . . . 23
19.02 Denial of Claim. . . . . . . . . . . . . 23
19.03 Remedies Available to Participants . . . 24

<PAGE>

SECTION PAGE

20 VOTING RIGHTS. . . . . . . . . . . . . . . . . . 24

20.01 Participant Voting Rights with
Respect to Allocated Shares. . . . . . 24
20.02 Participant Voting Rights with
Respect to Unallocated Shares. . . . . . 25

21 TOP HEAVY RULES. . . . . . . . . . . . . . . . . 25

21.01 Definitions. . . . . . . . . . . . . . . 25
21.02 Top Heavy Status . . . . . . . . . . . . 26
21.03 Minimum Contributions. . . . . . . . . . 27

22 EXEMPT LOANS . . . . . . . . . . . . . . . . . . 28

22.01 Authority to Borrow. . . . . . . . . . . 28
22.02 Requirements for Plan Loans. . . . . . . 28

23 MISCELLANEOUS. . . . . . . . . . . . . . . . . . 30

23.01 Employment Rights. . . . . . . . . . . . 30
23.02 Gender . . . . . . . . . . . . . . . . . 30
23.03 Notice Requirement . . . . . . . . . . . 30
23.04 Merger or Consolidation. . . . . . . . . 30
23.05 Social Security Benefits . . . . . . . . 30
23.06 Forfeitures. . . . . . . . . . . . . . . 31
23.07 Named Fiduciaries. . . . . . . . . . . . 31
23.08 Limitations on Payment . . . . . . . . . 31
23.09 Interpretation of Document . . . . . . . 31
23.10 Nonterminable Protections and Rights . . 32
23.11 Use of Income With Respect to
Employer Shares. . . . . . . . . . . . 32

24 CERTAIN DEFINITIONS. . . . . . . . . . . . . . . 32

24.01 Account. . . . . . . . . . . . . . . . . 32
24.02 Adjustment Factor. . . . . . . . . . . . 32
24.03 Affiliate. . . . . . . . . . . . . . . . 32
24.04 Annual Additions . . . . . . . . . . . . 33
24.05 Beneficiary. . . . . . . . . . . . . . . 33
24.06 Code . . . . . . . . . . . . . . . . . . 33
24.07 Compensation . . . . . . . . . . . . . . 34

<PAGE>

SECTION PAGE

24.08 Current Participant. . . . . . . . . . . 34
24.09 Intentionally Omitted. . . . . . . . . . 34
24.10 Effective Date . . . . . . . . . . . . . 34
24.11 Employee . . . . . . . . . . . . . . . . 34
24.12 Employer . . . . . . . . . . . . . . . . 35
24.13 Employer Contributions Account . . . . . 35
24.14 Employer Shares or Shares. . . . . . . . 35
24.15 Employment Commencement Date . . . . . . 35
24.16 Entry Date . . . . . . . . . . . . . . . 35
24.17 ERISA. . . . . . . . . . . . . . . . . . 35
24.18 Family Member. . . . . . . . . . . . . . 35
24.19 Forfeiture . . . . . . . . . . . . . . . 36
24.20 Full Time. . . . . . . . . . . . . . . . 36
24.21 Highly-Compensated Employee. . . . . . . 36
24.22 Hour of Service. . . . . . . . . . . . . 37
24.23 Late Retirement Date . . . . . . . . . . 38
24.24 Leased Employee. . . . . . . . . . . . . 39
24.25 Limitation Year. . . . . . . . . . . . . 39
24.26 Normal Retirement Age. . . . . . . . . . 39
24.27 Normal Retirement Date . . . . . . . . . 39
24.28 One-Year Break in Service. . . . . . . . 40
24.29 Participant. . . . . . . . . . . . . . . 40
24.30 Plan . . . . . . . . . . . . . . . . . . 40
24.31 Plan Administrator . . . . . . . . . . . 40
24.32 Plan Year. . . . . . . . . . . . . . . . 40
24.33 Projected Annual Benefit . . . . . . . . 40
24.34 Spouse or Surviving Spouse . . . . . . . 41
24.35 Trust Agreement. . . . . . . . . . . . . 41
24.36 Trust Fund . . . . . . . . . . . . . . . 41
24.37 Trustee. . . . . . . . . . . . . . . . . 41
24.38 Valuation Date . . . . . . . . . . . . . 41
24.39 Year of Service. . . . . . . . . . . . . 41

25 MULTIEMPLOYER PROVISIONS . . . . . . . . . . . . 42

25.01 Adoption by Affiliates of Market
Financial Corporation. . . . . . . . . 42
25.02 Administration . . . . . . . . . . . . . 42
25.03 Common Fund. . . . . . . . . . . . . . . 42
25.04 Withdrawal-Termination . . . . . . . . . 42

<PAGE>

MARKET FINANCIAL CORPORATION

EMPLOYEE STOCK OWNERSHIP PLAN

Market Financial Corporation hereby adopts the following employee
stock ownership plan (hereinafter referred to as the "Plan"), effective as of
the Effective Date. The Plan shall be for the exclusive benefit of eligible
Employees and, where applicable, the designated Beneficiaries of such
Employees. It is intended that this Plan, together with the Trust Agreement,
shall comply with the applicable provisions of the Code and ERISA.

SECTION L

PARTICIPATION

1.01. ELIGIBILITY REQUIREMENTS

Each Employee who was (i) a Full-Time Employee during the 12 month
period immediately preceding the Effective Date, and (ii) employed by the
Employer and at least 21 years of age on the Effective Date, shall become a
Participant in the Plan on the Effective Date. Each other Employee of the
Employer shall be eligible to participate in the Plan on the Entry Date
coinciding with or first following the date on which he has attained 21 years
of age and has completed 12 months of service as a Full-Time Employee.

1.02. SERVICE FOR ELIGIBILITY

The 12-month period during which the Employee must meet the
Full-Time requirement shall initially be the 12 consecutive months beginning
with his Employment Commencement Date, and, thereafter shall be each Plan
Year beginning with the Plan Year that includes the first anniversary of the
Employee's Employment Commencement Date.

<PAGE>

SECTION 2

CONTRIBUTIONS

2.01. REGULAR EMPLOYER CONTRIBUTION

Subject to its right to terminate or amend this Plan, the Employer
may contribute and pay to the Trustee of the Trust Fund created for the
purpose of carrying out this Plan a contribution in cash or Employer Shares
as the Board of Directors of the Employer may in its discretion determine.

The amount of such contribution by the Employer to be paid to the
Plan in any year shall be such amount as the Board of Directors of the
Employer may in its discretion determine; provided, however, that in any year
the amount contributed shall not exceed the maximum amount deductible from
the Employer's income for such year under Section 404(a)(3) of the Code, or
any succeeding statute of similar import.

2.02. EMPLOYER CONTRIBUTION TO REDUCE LOAN OBLIGATION

In addition to the contributions authorized by Section 2.01, the
Employer may in its discretion contribute amounts sufficient to enable the
Trustee to pay, on or before the due date thereof, each installment of
principal and interest on any Plan loan used to acquire Employer Shares;
provided, that the amounts contributed by the Employer pursuant to this
Section 2.02, in any year, shall not exceed the maximum amount deductible
from the Employer's income for such year under Section 404(a)(9) of the Code,
or any succeeding statute of similar import.

2.03. ROLLOVER CONTRIBUTIONS/PARTICIPANT CONTRIBUTIONS

Neither rollover contributions nor participant contributions to the
Plan are permitted.

2.04. LIMITATIONS ON ANNUAL ADDITIONS

Annual Additions to each Participant's Account shall not exceed the
lesser of (a) $30,000 [or if greater, 1/4th of the defined benefit dollar
limitation in effect under Code Section 415(b)(l) for the Limitation Year];
or (b) 25% of the Participant's compensation for the Limitation Year;
provided, however, that for any Plan Year in which the conditions of Code

<PAGE>

Section 415(c)(6) are satisfied by the Plan, the limitations contained in
this Section 2.04 shall be adjusted to the maximum amount permitted under
such section of the Code. For purposes of this Section 2.04, the portion of
such Employer contribution which is deemed to be allocated to a Participant's
Account shall be an amount which bears the same ratio to the total
contribution made by or on behalf of the Employer for such Plan Year which is
used to repay principal on one or more Plan loans, or to purchase Employer
Shares, as the number of Employer Shares allocated to such Participant's
Account in respect of such Plan Year bears to the total number of Employer
Shares allocated to the Accounts of all Participants in respect of such Plan
Year.

For purposes of this Section 2.04, "compensation" shall mean
compensation as defined in Treasury Regulation Section 1.415-2(d) and shall
include wages, salaries, fees for professional services, percentage of
profits, earned income in the case of a self-employed Participant, disability
payments under Code Section 105(d), paid or reimbursed moving expenses to the
extent not deductible by the Participant, medical reimbursement items and the
value of a non-qualified stock option to the extent includable in an
Employee's gross income upon making the election under Code Section 83(b).
Specifically excluded are salary deferral contributions; contributions to or
distributions from most deferred compensation plans; amounts realized from
the sale of a non-qualified stock option plan or from the sale, exchange or
other disposition of stock acquired under a qualified stock option plan and
most amounts which receive special tax benefits.

2.05. DUAL PLAN LIMITATION

If the Participant is, or was, covered under a defined benefit plan
and a defined contribution plan maintained by the Employer, the sum of the
Participant's defined benefit plan fraction and defined contribution plan
fraction may not exceed 1.0 in any Limitation Year.

The defined benefit plan fraction is a fraction, the numerator of
which is the sum of the Participant's Projected Annual Benefits under all
defined benefit plans (whether or not terminated) maintained by the Employer
and the denominator of which is the lesser of (a) 1.25 times the dollar
limitation of Section 415(b)(1)(A) of the Code in effect for the Limitation

<PAGE>

Year; or (b) 1.4 times the Participant's average compensation for the three
consecutive years that produced the highest average.

The defined contribution plan fraction is a fraction, the numerator
of which is the sum of the Annual Additions to the Participant's Accounts
under all defined contribution plans maintained by the Employer (whether or
not terminated) for the current and all prior Limitation Years, and the
denominator of which is the sum of the lesser of the following amounts
determined for such year and for each prior Year of Service with the
Employer: (a) 1.25 times the dollar limitation in effect under Section
415(c)(1)(A) of the Code for such year; or (b) 1.4 times the amount which may
be taken into account under Section 415(c)(1)(B) of the Code.

For any years in which the Plan is "top heavy," "1.0" shall be
substituted for "1.25" in the preceding two paragraphs.

If, in any Limitation Year, the sum of the defined benefit plan
fraction and the defined contribution plan fraction exceeds 1.0, the rate of
benefit accruals under this Plan will be reduced so that the sum of the
fractions equals 1.0.

2.06. CORRECTIVE ADJUSTMENTS

If, due to a reasonable error in estimating a Participant's annual
compensation or due to the allocation of Forfeitures an excess Annual
Addition exists, such excess will be used to reduce Employer contributions
for such Participant in the next, and succeeding, Limitation Years. If the
Participant was not covered by the Plan at the end of the Limitation Year,
such excess will be applied to reduce Employer contributions for all
remaining Participants in the next, and succeeding, Limitation Years.

2.07. CONTRIBUTIONS CONDITIONED ON PLAN QUALIFICATION

All Employer contributions under this Plan will be made with the
understanding that the Plan will qualify under the provisions of Section
401(a) of the Code. In the event the Internal Revenue Service initially
determines that this Plan fails to meet the requirements for a qualified plan
and the Employer is unable to amend the Plan so as to receive a favorable
determination, then all Employer contributions under the Plan,

<PAGE>

less any expenses and adjusted by any gains or losses, will be refunded to
the Employer.

SECTION 3

ALLOCATION OF EMPLOYER CONTRIBUTIONS

3.01. ALLOCATION OF REGULAR CONTRIBUTIONS AND FORFEITURES

Each Plan Year, the Employer's regular contribution made pursuant
to Section 2.01, and any Forfeitures available for such year, shall be
allocated to the Accounts of Current Participants. In that regard, the
amount allocated to the Account of a particular Current Participant shall be
in the same proportion to the total amounts available for allocation as the
Compensation of such Current Participant for the Plan Year bears to the
Compensation of all Current Participants for such Plan Year.

3.02. ALLOCATION OF EMPLOYER SHARES PURCHASED WITH PROCEEDS OF PLAN LOAN

Any Employer Shares purchased with the proceeds of Plan loans shall
be held in a suspense account and allocated to Participants' Employer
Contributions Accounts as such loans are reduced and such Shares are released
pursuant to the terms of the loans. Each year the number of Employer Shares
released under all Plan loans shall be allocated to each Participant's
Employer Contributions Account in the same manner as the Employer's regular
contribution is allocated under Section 3.01.

3.03. SPECIAL RESTRICTION ON ALLOCATION

Notwithstanding any provision contained herein, no portion of the
assets of the Plan attributable to Employer Shares acquired by the Plan in a
sale to which either Sections 1042 or 2057 of the Code applies may be
allocated, either directly or indirectly, (i) to the Employer Contributions
Account of a Participant who owns, after application of Section 318(a) of the
Code, more than 25% of either (a) any class of outstanding stock of the
Employer; or (b) the total value of any outstanding stock of the Employer; or
(ii) during the nonallocation period [as defined in Code Section 409(n)] to
the Employer Contributions Account of a Participant -- or any person related
to such Participant within the meaning of Code Section 267(b) -- who

<PAGE>

makes an election under Code Section 1042(a) with respect to Employer Shares.

SECTION 4

PARTICIPANTS' ACCOUNTS

4.01. ESTABLISHMENT OF EMPLOYER CONTRIBUTIONS ACCOUNTS

The Plan Administrator shall establish and maintain an Employer
Contributions Account for each Participant to record:

(a) his share of the Employer contributions and Forfeitures
allocated under Section 3; and

(b) his share of the net income, or net losses, resulting from the
investment thereof.

4.02. ESTABLISHMENT OF SUSPENSE ACCOUNT

The Plan Administrator shall establish and maintain a suspense
account to record the number of Employer Shares encumbered under all
outstanding Plan loans. As described in Section 3.02, Employer Shares shall
be transferred from the suspense account and allocated to the Participants'
Employer Contributions Accounts as such Shares are released from encumbrance
under the terms of such Plan loans.

SECTION 5

PLAN INVESTMENTS

5.01. PRIMARY INVESTMENTS

As an employee stock ownership plan, this Plan shall invest
primarily in Employer Shares. Any Plan assets not invested in Employer
Shares shall be invested in other investment vehicles by the Trustee, in its
discretion, pursuant to the provisions of the Trust Agreement.

<PAGE>

5.02. DIVERSIFICATION REQUIREMENTS

(a) Any Participant who has completed at least ten years of
participation in the Plan and who has attained age 55 (the "diversification
requirements"), may elect within the first 90 days of each of the six Plan
Years immediately following the Plan Year in which he first satisfies the
diversification requirements, to direct the Plan as to the investment of up
to 25% of the total balance of his Account attributable to Employer Shares
(to the extent such 25% portion exceeds the amount to which a prior election
under this paragraph applies). In the case of the Plan Year in which the
Participant can make his last such election, the preceding sentence shall be
applied by substituting "50%" for "25%." The Participant's direction (i)
shall be provided to the Plan Administrator in writing.

(b) The Plan shall, in each instance, distribute
[notwithstanding Section 409(d) of the Code] the portion of the Participant's
Account that is covered by the election within the first 180 days of the Plan
Year in which the election is made. This paragraph (b) shall apply
notwithstanding any other provision of the Plan other than such provisions as
require the consent of the Participant to a distribution with a present value
in excess of $3,500. If the Participant does not consent, such amount shall
be retained in the Plan.

(c) In lieu of making the distribution described in paragraph (b)
above, the Plan may satisfy the requirements of paragraph (a) by offering at
least three investment options (other than Employer Shares) to each
Participant making the election described in paragraph (a); and if the
Participant so elects by investing, within the 180 day period specified in
paragraph (b), the amount in question in the option(s) selected by the
Participant.

SECTION 6

VALUATION OF PARTICIPANTS' ACCOUNTS

6.01. VALUATIONS

As of each Valuation Date, or more frequently at the election of
the Plan Administrator, the Plan Administrator shall obtain an evaluation of
the assets of the Trust Fund from the Trustee on the basis of the market
value of the assets of the

<PAGE>

Trust Fund. On the basis of such valuation, the Participants' Accounts shall
be adjusted as of such Valuation Date to reflect the effect of income
received or accrued, realized and unrealized profits and losses, expenses,
Forfeitures, payments to Participants and all other transactions in the
period since the last preceding Valuation Date.

For purposes of valuation of Employer Shares under this Section and
with respect to all other activities carried on by the Plan which require the
valuation of Employer Shares, at all times during which the Employer Shares
are not readily tradable on an established securities market, such valuations
shall be made by an independent appraiser, within the meaning of Section
401(a)(28)(C) of the Code.

6.02. METHOD OF ADJUSTMENT

The amount to the credit of each Participant's Account as of each
Valuation Date shall be adjusted as of each succeeding Valuation Date by the
following credits and charges in the order specified:

(a) In the case of each Participant to, for or on behalf of whom
disbursements from the Plan have been made, there shall be debited the total
amount of any disbursements made to him or for his account from his Account
during the period since the last Valuation Date.

(b) In the case of each Participant (including former Employees
for whom Accounts are being maintained), there shall be credited or debited
to his Account that portion of the net increase (including an amount equal to
the non-distributed dividends on allocated Employer Shares) or net decrease
of the value of the assets of the Trust Fund since the last Valuation Date
which the balance of his Account (after completion of the adjustment called
for in Section 6.02(a) above) bears to the total balance of all Accounts
after completion of the adjustments called for in Section 6.02(a) above.

(c) In the case of each Current Participant, there shall be
credited to his Account the Employer's contributions, Forfeiture and Employer
Shares released under Plan loans that are allocable to him under Section 3 of
this Plan. In allocating Forfeitures, Employer Shares shall be allocated only
after other

<PAGE>

assets in the terminated Participants' Accounts have been allocated.

SECTION 7

RETIREMENT BENEFITS

7.01. TIME OF RETIREMENT

A Participant may retire from the employ of the Employer on his Normal
Retirement Date or his Late Retirement Date.

7.02. AMOUNT OF RETIREMENT BENEFITS

The amount which a Participant shall be entitled to receive upon
reaching his Normal Retirement Date or his Late Retirement Date shall be an
amount equal to the value of the Employer Shares credited to his Account and
the net value of the other assets of such Account as of the first Valuation
Date following his Normal Retirement Date or his Late Retirement Date.

SECTION 8

DEATH BENEFITS

8.01. AMOUNT OF DEATH BENEFIT

The death benefit under this Plan shall be an amount equal to the
value of the Employer Shares and the net value of the other assets credited
to the deceased Participant's Account as of the first Valuation Date
following the date of his death.

8.02. DESIGNATION OF BENEFICIARY

Subject to the provisions of Section 8.03, each Participant shall
designate, by a written instrument filed with the Plan Administrator, one or
more Beneficiaries who, upon the death of the Participant, shall be entitled
to receive the death benefit described in Section 8.01. If more than one
Beneficiary is named, the Participant may specify the sequence and/or
proportion in which payments must be made to each Beneficiary. In the
absence of such specification, payments shall be made in equal shares to all
named Beneficiaries then living at the time of the Participant's death. To
the extent otherwise consistent

<PAGE>

with this Plan, a Participant may change his Beneficiary from time to time by
written notice delivered to the Plan Administrator in the manner prescribed
by the Plan Administrator. The Plan Administrator may, in its discretion,
limit the number of Beneficiaries that may be designated by a Participant.
If no Beneficiary has been designated or if no designated Beneficiary is
living at the time of the Participant's death, payment of such death benefit,
if any, to the extent permitted by law, shall be made to the surviving person
or persons in the first of the following classes of successive preference of
beneficiaries: (a) Surviving Spouse; (b) issue, then living, per stirpes; (c)
executors or administrators. Any minor's share shall be paid to such adult or
adults as have, in the opinion of the Plan Administrator, assumed custody and
support of such minor. Proof of death satisfactory to the Plan Administrator
must be furnished prior to the payment of any death benefit under the Plan.
Once benefits begin to be paid to a Beneficiary pursuant to this Section,
such Beneficiary shall name an individual or individuals to receive the
remainder of such benefit, if any, upon the death of the Beneficiary. In the
absence of such a designation by the Beneficiary, such remaining benefit, if
any, shall be paid to the estate of the Beneficiary.

8.03. DISTRIBUTION OF DEATH BENEFIT

If a Participant dies without a Surviving Spouse either before
retirement or after retirement, but before a complete distribution of his
Accounts, the death benefit described in Section 8.01 shall be distributed to
the person or persons specified in Section 8.02, in accordance with the
provisions of Section 12 hereof.

If a Participant dies with a Surviving Spouse either before
retirement or after retirement, but before a complete distribution of his
Accounts, then, notwithstanding the provisions of Section 8.02 hereof, the
death benefit described in Section 8.01 shall be paid to his Surviving Spouse
in accordance with the provisions of Section 12 hereof, UNLESS such Surviving
Spouse, in accordance with the provisions of this paragraph, has consented to
an alternate Beneficiary, in which case, such death benefit shall be
distributed to such alternate Beneficiary in accordance with the provisions
of Section 12. For purposes of the preceding sentence, the consent of the
Spouse must (a) be in writing; (b) designate a specific Beneficiary,
including any class of beneficiaries or contingent beneficiaries, which may
not

<PAGE>

be changed without spousal consent (or the Spouse expressly permits
designations by the Participant without further spousal consent); (c)
acknowledge the effect of such consent; and (d) be witnessed by a Plan
representative or notary public.

SECTION 9

DISABILITY BENEFITS

9.01. AMOUNT OF DISABILITY BENEFIT

If a Participant becomes "totally and permanently disabled" as
defined in Section 9.02 below, such Participant shall be entitled to receive
as a disability benefit an amount equal to the value of the Employer Shares
credited to his Account and the net value of other assets of such Account as
of the first Valuation Date following the date that the Plan Administrator
determines him to be "totally and permanently disabled".

9.02. DETERMINATION OF TOTAL AND PERMANENT DISABILITY

A Participant shall be considered to be "totally and permanently
disabled" if it is established by a licensed physician selected by the Plan
Administrator that (i) the Participant has suffered a disability which is
expected to result in his death or last for not less than 12 months; and (ii)
the Participant is not able to perform his job or any job for which he is
reasonably suited as a result of his education, training and experience. The
determination by the Plan Administrator with respect to whether a Participant
is totally and permanently disabled shall be made in a nondiscriminatory
manner.

SECTION 10

TERMINATION OF EMPLOYMENT

10.01. AMOUNT OF BENEFITS UPON TERMINATION OF EMPLOYMENT

If a Participant leaves the employ of the Employer for any reason
other than retirement, death or disability in accordance with Sections 7, 8
or 9 hereof, he shall be entitled to receive an amount equal to the
nonforfeitable percentage of the value of the Employer Shares and the net
value of the other assets credited to his Account as of the first Valuation
Date following the date of his termination of employment. Such

<PAGE>

nonforfeitable percentage shall be determined in accordance with Section
11.01 hereof.

SECTION 11

VESTING

11.01. FULLY VESTED BENEFITS

Notwithstanding any provision of this Plan to the contrary, each
Participant shall at all times be fully vested in all amounts allocated to
his Employer Contribution Account.

11.02. FULL VESTING AT NORMAL RETIREMENT AGE, DEATH OR DISABILITY

Notwithstanding any provision in this Plan to the contrary, the
value of a Participant's Accounts shall be fully vested and nonforfeitable
upon the Participant's (i) attaining his Normal Retirement Age, (ii) becoming
totally and permanently disabled, or (iii) death.

11.03. TERMINATION AFTER ELIGIBILITY FOR RETIREMENT

The termination of a Participant's employment after he has attained
his Normal Retirement Age shall be considered a retirement for purposes of
this Plan.

<PAGE>

SECTION 12

PAYMENT OF BENEFITS

12.01. METHOD OF PAYMENT

At the time a Participant becomes entitled to receive any amount
because of his retirement, death, disability or termination of employment,
the Trustee, acting in accordance with the written instructions of the Plan
Administrator, shall make payment from the Trust Fund to such individual (or
his Beneficiary) in a lump sum. All such payments shall be made by the
Trustee, at the option of the Participant (or his Beneficiary) in Employer
Shares, in cash or both.

12.02. TIMING OF PAYMENTS

Unless the Participant or Beneficiary elects otherwise, the payment
of retirement, death, disability and termination benefits shall begin no
later than 60 days after the close of the Plan Year in which the Participant
retires, dies, becomes disabled or otherwise terminates service with the
Employer.

Notwithstanding any provisions hereof to the contrary, benefit
payments under this Plan shall in all instances commence by the April 1
following the end of the calendar year in which the Participant attains age
70 1/2.

12.03. INSTALLMENT PAYMENTS

Notwithstanding any provisions in this Plan to the contrary, if a
Participant's entire interest is to be distributed in other than an immediate
lump sum, minimum annual payments under the Plan must be paid over one of the
following periods (or a combination thereof):

(a) a period certain not extending beyond the life expectancy of
the Participant; or

(b) a period certain not extending beyond the joint and last
survivor expectancy of the Participant and a designated Beneficiary.

If a Participant's entire interest is to be distributed in other
than a lump sum, then the amount to be distributed each

<PAGE>

year must be at least an amount equal to the quotient obtained by dividing
the Participant's entire interest by the life expectancy of the Participant
or joint and last survivor expectancy of the Participant and designated
Beneficiary. If the Participant's Spouse is not the designated Beneficiary,
the method of distribution selected must assure that at least 50% of the
present value of the amount available for distribution is paid within the
life expectancy of the Participant.

12.04. DISTRIBUTIONS AFTER DEATH

If the distribution of the Participant's Account has begun and he
dies before his entire Account has been distributed to him, the remaining
portion of such Account will be distributed at least as rapidly as under the
method of distribution being used prior to the Participant's death.

Subject to the succeeding paragraph, if the Participant dies before
his distribution has begun, his entire Account shall be distributed within
five years of his death unless (a) a portion of his Account is payable to or
on behalf of a designated Beneficiary; (b) such portion will be distributed
over the life of such designated Beneficiary; and (c) such distribution
begins not later than one year after the date of the Participant's death (or
such date as prescribed by the Secretary of Treasury).

Notwithstanding the preceding paragraph if the designated
Beneficiary is the Participant's Surviving Spouse, the date by which
distribution must commence under (c) in the preceding paragraph shall be the
date the Participant would have attained age 70 1/2. If the Surviving Spouse
dies before distribution to said Spouse begins, this section shall apply as
if the Surviving Spouse were the Participant. Life expectancy of a Surviving
Spouse may be recalculated annually; however, in the case of any other
designated Beneficiary, such life expectancy will be calculated at the time
that payment first commences without further calculations. In addition, any
amount paid to a child of the Participant will be treated as if it had been
paid to the Surviving Spouse if the amount becomes payable to the Surviving
Spouse when the child reaches the age of majority.

The provisions of this Section 12.04 are subject to the provisions
of Section 12.01 hereof.

<PAGE>

12.05. CASH-OUTS

If for any reason a Participant terminates service and the value of
his nonforfeitable Accounts does not exceed (or at the time of any prior
distribution has not exceeded) $3,500, the Participant shall receive a
distribution of the value of the entire nonforfeitable portion of such
Accounts as soon as administratively feasible after the first Valuation Date
following his date of termination; and the remainder of such Accounts will be
treated as a Forfeiture. For purposes of this section, if the value of a
Participant's nonforfeitable Accounts is zero, the Participant shall be
deemed to have received a distribution of such nonforfeitable Account.

If a Participant receives a distribution pursuant to this Section
which is less than the value of his Employer Contributions Account and
resumes employment covered under this Plan, the Participant's Accounts will
be restored to the amount on the date of distribution if he repays to the
Plan the full amount of his distribution before the earlier of (a) five years
after the first date on which the Participant is subsequently reemployed by
the Employer; or (b) the date on which he incurs five consecutive One Year
Breaks in Service following the date of distribution.

12.06. PUT OPTION

Except as otherwise provided in this Section 12.06, any Employer
Shares which are not publicly traded at the time they are distributed to
Participants or former Participants shall be subject to a put option which
will permit the Participant to put those Employer Shares to the Employer.
Put options shall be exercisable at least during the 16-month period which
begins on the date the Employer Shares subject to the option are distributed
by this Plan. Such an option may be exercised by the holder of the Shares
notifying the Employer in writing that the put option is being exercised.
The price at which the put option must be exercisable is the fair market
value of the Shares determined in accordance with the provisions of Treasury
Regulation Section 54.4975-11(d)(5).

If, pursuant to this Section, the Employer is required to
repurchase Employer Shares which are distributed to a Participant within one
taxable year in a distribution that represents the balance to the credit of
the Participant's

<PAGE>

Account, the amount to be paid for such Employer Shares shall be paid in
substantially equal periodic payments (not less frequently than annually)
over a period beginning not later than 30 days after the exercise of the put
option described in this Section and not exceeding five years. Adequate
security shall be provided and reasonable interest shall be paid on the
unpaid amounts referred to in the preceding sentence.

If, pursuant to this Section, the Employer is required to
repurchase Employer Shares which are distributed to a Participant as part of
an installment distribution, the amount to be paid for such Employer Shares
shall be paid not later than 30 days after the exercise of the put option
described in this Section.

Notwithstanding any provision of this Plan to the contrary, to the
extent that the Employer is prohibited by law from redeeming or purchasing it
own securities, consistent with the provisions of Section 409(h)(3) of the
Code, Employer Shares under this Plan shall not be subject to the put option
described in this Section 12.06 and, as such, a Participant will not be
permitted to put such Employer Shares to the Employer.

12.07. RIGHT OF FIRST REFUSAL

(a) During any period when Employer Shares are not publicly
traded, all distributions of Employer Shares to any Participant or his
Beneficiary by the Plan shall be subject to a "right of first refusal" upon
the terms and conditions hereinafter set forth. The "right of first refusal"
shall provide that prior to any transfer (as determined by the Plan
Administrator) of the Employer Shares, the Participant or Beneficiary must
first offer to sell such shares to the Plan; and if the Plan refuses to
exercise its right to purchase the Employer Shares, then the Employer shall
have a "right of first refusal" to purchase such Shares. Neither the Plan
nor the Employer shall be required to exercise the "right of first refusal."
This Section 12.07 shall not be operative unless and until the Board of
Directors of the Employer so directs.

(b) The terms and conditions of the "right of first refusal" shall
be determined as follows:

(i) If the Participant or Beneficiary receives a bona fide offer
for the purchase of all or any part of

<PAGE>

his Employer Shares from a third party, the Participant or
Beneficiary shall forthwith deliver (by registered mail, return
receipt requested) a copy of any such offer to the Plan
Administrator. The Trustee (as directed by the Plan Administrator)
or the Employer, as the case may be, shall then have 14 days
after receipt by the Plan Administrator of the written offer to
exercise the right to purchase all or any portion of the Employer
Shares.

(ii) The selling price and other terms under the "right of first
refusal" must not be less favorable to the Participant or Beneficiary
than the purchase price and other terms offered by a buyer other than
the Employer or the Plan, making a good faith offer to purchase the
security.

12.08. ELIGIBLE ROLLOVER DISTRIBUTIONS

(a) Notwithstanding any provision of this Plan to the contrary
that would otherwise limit a distributee's election under the Plan, a
distributee may elect at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover distribution made
on or after January l, 1993 paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.

(b) The following definitions will apply for purposes of this Section
12.08:

(i) Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of the balance
to the credit of the distributee, except that an eligible rollover
distribution does not include: (A) any distribution that is one of a
series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life expectancies) of the
distributee and the distributee's designated Beneficiary; (B) any
distribution that is for a specified period of ten years or more; (C)
any distribution to the extent such distribution is required under
Code Section 401(a)(9); and (D) the portion of any distribution that
is not includable in

<PAGE>

gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).

(ii) Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in Code Section 408(a), an
individual retirement annuity described in Code Section 408(b), an
annuity plan described in Code Section 403(a) or a qualified trust
described in Code Section 401(a) that accepts the distributee's
eligible rollover distribution. However, in the case of an eligible
rollover distribution to the Surviving Spouse, an eligible retirement
plan is an individual retirement account or individual retirement
annuity.

(iii) Distributee: A distributee includes an Employee or former
Employee. In addition, the Spouse or Surviving Spouse of an Employee
or former Employee is a distributee with regard to the interest of the
Spouse or Surviving Spouse.

(iv) Direct rollover: A direct rollover is a payment by the Plan
to the eligible retirement plan specified by the distributee.

SECTION 13

BREAK IN SERVICE RULES

13.01. EFFECT OF BREAK IN SERVICE ON ELIGIBILITY

If a Participant terminates his employment with the Employer and
subsequently resumes employment after incurring a One Year Break in Service,
the rehired Participant shall again participate in the Plan as of the date of
his reemployment.

13.02. EFFECT OF BREAK IN SERVICE ON VESTING

In the case of a Participant who has five or more consecutive
One-Year Breaks in Service, Years of Service performed by such Participant
after such One-Year Breaks in Service will be disregarded for the purpose of
determining the vested percentage of any Employer Contributions that accrued
to his Account before the commencement of such One-Year Breaks in Service.

<PAGE>

Accordingly, upon the occurrence of five consecutive One-Year Breaks in
Service, the non-vested portion of the Participant's, if any, Account shall be
treated as a Forfeiture.

Moreover, if a Participant incurs five or more consecutive One-Year
Breaks in Service, such Participant's pre-break service will be disregarded in
determining the vested percentage of any post-break Employer Contributions that
accrue to his Account if (a) he has no vested interest in his Account at the
time of his separation from service, and (b) upon returning to service, the
number of his consecutive One-Year Breaks in Service is greater than the number
of his pre-break Years of Service.

Separate accounts will be maintained for the Participant's
pre-break and post-break Employer contributions. Both accounts will share in
the earnings and losses of the Trust Fund.

In the case of a Participant who does not have five consecutive One-
Year Breaks in Service, both pre-break and post- break Years of Service will
count in determining the vested percentage of pre-break and post-break Employer
contributions that accrue to his Account.

13.03. AUTHORIZED LEAVES OF ABSENCE

Authorized leaves of absence, as determined by the Plan Administrator,
including military service recognized by law as leave of absence, will be
included in determining Years of Service for both eligibility and vesting
purposes. All Employees in similar circumstances will be treated alike.

SECTION 14

TRUST AGREEMENT

14.01. DESCRIPTION OF TRUST AGREEMENT

The Employer proposes to enter into a Trust Agreement with the Trustee
to provide for the administration of the Trust Fund. The Trust Agreement shall
be deemed to form a part of this Plan, and any and all rights or benefits which
may accrue to any person under this Plan shall be subject to all the terms and
provisions of the Trust Agreement. The Plan is designed to

<PAGE>

invest primarily in Employer Shares. If and to the extent that Employer
Shares are not available at a price acceptable to the Trustee, the Trustee is
authorized to make other investments as provided in the Trust Agreement.

SECTION 15

PLAN ADMINISTRATION

15.01. PLAN ADMINISTRATOR

The Plan shall be administered by a Plan Administrator. Such Plan
Administrator shall be a committee of one or more individuals who shall be
appointed by and serve at the pleasure of the Employer. In the event that no
such appointment is made, Market Financial Corporation shall serve as Plan
Administrator.

15.02. DUTIES OF PLAN ADMINISTRATOR

The Plan Administrator shall supervise the maintenance of such
accounts and records as shall be necessary or desirable to show the
contributions of the Employer, allocation to Participants' Accounts, payments
from Participants' Accounts, valuations of the Trust Fund and all other
transactions pertinent to the Plan.

The Plan Administrator is authorized to perform all functions
necessary to administer the Plan, including, without limitation, to determine
the eligibility and qualification of Employees for benefits under the Plan;
to determine the allocation and vesting of contributions, earnings and
profits of the Plan; to interpret and construe the terms of Plan; to adopt
rules, regulations and procedures consistent therewith and to decide all
disputes with respect to the rights and obligations of Participants in the
Plan. If the Trust Agreement permits, the Plan Administrator may direct the
Trustee with respect to investment of the assets of the Trust Fund or may
employ investment counsel to do so. The Plan Administrator will have
absolute discretion in carrying out its duties and responsibilities under
this paragraph.

The Plan Administrator may employ one or more persons to render
advice with regard to any responsibility it has under

<PAGE>

the Plan and may designate others to carry out any of' its responsibilities.

SECTION 16

AMENDMENTS

16.01. EMPLOYER'S RIGHT TO AMEND PLAN

The Employer shall have the right at any time, by an instrument in
writing, to modify, alter or amend this Plan in whole or in part; provided,
that no such change shall in any way affect the vested rights of the
Employees under this Plan; and provided further, that the provisions of this
Plan with respect to the amount, price and timing of awards to officers shall
not be amended more than once every six months, other than to comply with
applicable provisions of the Code, ERISA or regulations thereunder. If an
amendment changes the nonforfeitable rights provided in Section 11, each
Participant having not less than three Years of Service may elect, during the
period beginning when the amendment is adopted and ending no earlier than the
latest of (a) 60 days after the amendment's adoption; (b) 60 days after the
amendment's effective date; or (c) 60 days after the Participant is issued a
written notice of the amendment, to have his nonforfeitable rights computed
without regard to such amendment. No amendment to the Plan shall decrease a
Participant's Account balance or eliminate an optional form of distribution.
Any amendment to the Plan shall be executed by any individual authorized by
the Board of Directors of the Employer.

SECTION 17

DISTRIBUTIONS ON PLAN TERMINATION

17.01. FULL VESTING ON PLAN TERMINATION

When and if this Plan is terminated, or upon dissolution or
liquidation of the Employer, after the payment of all expenses and after all
adjustments of Participants' Accounts to reflect such expenses, fund profits
or losses, income and allocations-to date of termination, each Participant
shall be entitled to receive that number of Employer Shares as is then
credited to his Accounts and the net value of other assets of such Accounts.

<PAGE>

17.02. PAYMENT ON PLAN TERMINATION

The Plan Administrator shall make payment of each Participant's
Account in cash or Employer Shares. Such payment shall be made to each
Participant in a single lump sum payment.

17.03. DISCONTINUANCE OF CONTRIBUTIONS; PARTIAL TERMINATION OF PLAN

Any complete discontinuance of contributions by the Employer or
partial termination of the Plan will be treated as a termination with all
affected Participants acquiring nonforfeitable interests in amounts
contributed to such date of termination.

SECTION 18

CREDITORS OF PARTICIPANTS

18.01. NON-ASSIGNABILITY

Except to the extent permitted by ERISA, assignment, pledge or
encumbrance of any character of the benefits under the Plan is not permitted
or recognized under any circumstances; and such benefits shall not be subject
to claims of creditors, execution, attachment, garnishment or any other legal
process.

18.02. QUALIFIED DOMESTIC RELATIONS ORDERS

Section 18.01 shall also apply to the creation, assignment or
recognition of a right to any benefit payable with respect to a Participant
pursuant to a domestic relations order, unless such order is determined to be
a qualified domestic relations order
[as defined in Section 414(p) of the Code], or any domestic relations order
entered before January l, 1985.

SECTION 19

CLAIMS PROCEDURES

19.01. FILING A CLAIM FOR BENEFITS

A Participant or Beneficiary, or the Employer acting on behalf of
such Participant or Beneficiary, shall notify the Plan Administrator of a
claim for benefits under the Plan. Such

<PAGE>

request shall be in writing to the Plan Administrator and shall set forth the
basis of such claim and shall authorize the Plan Administrator to conduct
such examinations as may be necessary to determine the validity of the claim
and to take such steps as may be necessary to facilitate the payment of
benefits to which the Participant or Beneficiary may be entitled under the
terms of the Plan.

A decision by the Plan Administrator shall be made promptly and not
later than 90 days after the Plan Administrator's receipt of the claim for
benefits under the Plan, unless special circumstances require an extension of
the time for processing, in which case a decision shall be rendered as soon as
possible, but not later than 180 days after the initial receipt of the claim for
benefits.

19.02. DENIAL OF CLAIM

Whenever a claim for benefits by any Participant or Beneficiary has
been denied by the Plan Administrator, a written notice prepared in a manner
calculated to be understood by the Participant or Beneficiary shall be provided
setting forth (a) the specific reasons for the denial; (b) the specific
reference to the pertinent Plan provisions on which the denial is based; (c) a
description of any additional material or information necessary for the claimant
to perfect the claim and an explanation of why such material or information is
necessary; and (d) an explanation of the Plan's claim review procedure.

19.03. REMEDIES AVAILABLE TO PARTICIPANTS

Upon denial of his claim by the Plan Administrator, a Participant or
Beneficiary

(a) may request a review by a named fiduciary, other than the Plan
Administrator, upon written application to the Plan;

(b) may review pertinent Plan documents; and

<PAGE>

A Participant or Beneficiary shall have 60 days after receipt by the
claimant of written notification of a denial of a claim to request a review of a
denied claim.

A decision by a named fiduciary shall be made promptly and not
later than 60 days after the named fiduciary's receipt of a request for
review, unless special circumstances require an extension of the time for
processing; in which case, a decision shall be rendered as soon as possible,
but not later than 120 days after receipt of a request for review. The
decision on review by a named fiduciary shall be in writing and shall include
specific reasons for the decision, written in a manner calculated to be
understood by the claimant, and specific references to the pertinent Plan
provisions on which the decision is based.

SECTION 20

VOTING RIGHTS

20.01. PARTICIPANT VOTING RIGHTS WITH RESPECT TO ALLOCATED SHARES

All Employer Shares held in the Trust Fund and allocated to
Participants' Accounts shall be voted by the Trustee pursuant to written
instructions received from the Participants. With respect to Allocated Shares
for which the Trustee does not receive written instructions from Participants,
such Shares shall be voted by the Trustee in its sole discretion.

20.02. PARTICIPANT VOTING RIGHTS WITH RESPECT TO UNALLOCATED SHARES

All Employer Shares held in the Trust Fund and not allocated to
Participants' Accounts shall be voted by the Trustee in its sole discretion.

SECTION 21

TOP HEAVY RULES

21.01. DEFINITIONS

If the Plan is or becomes top heavy in any Plan Year, the
provisions of this Section 21 will supersede any conflicting

<PAGE>

provisions in the Plan. The following definitions and rules are necessary to
comply with related federal tax requirements:

(a) Key Employee: Any Employee or former Employee (and the
Beneficiaries of such Employee) who at any time during the determination
period was (i) an officer of the Employer if such individual's annual
compensation exceeds 50% of the dollar limitation under Code Section
415(b)(1)(A); (ii) an owner (or considered an owner under Code Section 318)
of one of the ten largest interests in the Employer if such individual's
annual compensation exceeds the dollar limitation under Code Section
415(c)(l)(A); (iii) a 5% owner of the Employer; or (iv) a 1% owner of the
Employer who has annual compensation of more than $150,000. For purposes of
this section, annual compensation means compensation as defined in Code
Section 415(c)(3), but including amounts contributed by the Employer pursuant
to a salary reduction agreement which are excludable from the Employee's
gross income under Code Section 125, 402(a)(8), 402(h) or 403(b). The
determination period is the Plan Year containing the Determination Date and
the four preceding Plan Years. The determination of who is a Key Employee
will be made in accordance with Code Section 416(i)(1) and the regulations
thereunder.

(b) Non-Key Employee: Any Employee or former Employee of the
Employer who is not a Key Employee. The Beneficiary of a Non-Key Employee
will be treated as a Non-Key Employee, and the Beneficiary of a former
Non-Key Employee will be treated as a former Non-Key Employee.

(c) Determination Date: For any Plan Year subsequent to the first
Plan Year, the last day of the preceding Plan Year. For the first Plan Year,
the last day of such Plan Year.

(d) Permissive Aggregation Group: The Required Aggregation Group
of plans plus any other plan or plans of the Employer which, when considered
as a group with the Required Aggregation Group, would continue to satisfy the
requirements of Code Sections 401(a)(4) and 410.

(e) Required Aggregation Group: (i) Each qualified plan of the
Employer in which at least one Key Employee participates or participated at
any time during the determination period (regardless of whether the Plan has
terminated); and (ii) any other qualified plan of the Employer which enables
a plan

<PAGE>

described in (i) to meet the requirements of Code Sections 401(a)(4) or 410.

(f) Top-Heavy Plan: The Plan, if it meets the requirements of
Section 21.02.

21.02. TOP HEAVY STATUS

This Plan, and any other plans aggregated with it, will become top
heavy pursuant to this Section 21.02, as of the Determination Date, if the
present value of accrued benefits for Key Employees is more than 60% (90% in
the case of "super top heavy") of the sum of the present value of accrued
benefits of all Employees, excluding former Key Employees. In the case of
more than one plan which is to be aggregated, the present value of the
accrued benefits (including distributions for Key Employees and all
Employees) is first determined separately for each plan as of each plan's
determination date. The plans then will be aggregated by adding the results
of each plan as of the determination dates for such plans that fall within
the same calendar year. The combined results will indicate whether the plans
are top heavy.

The account balances and accrued benefits of a Participant who has
not been credited with an Hour of Service for the Employer maintaining the
Plan during the five-year period ending on the Determination Date will be
disregarded.

The present value of accrued benefits as of the Determination Date
for any individual is the sum of (a) the Account balance as of the most
recent Valuation Date occurring within a 12-month period ending on the
Determination Date; (b) an adjustment for contributions due as of the
Determination Date; and (c) the aggregate distributions made with respect to
such individual under the Plan during the five-year period ending on the
Determination Date. For an employee stock-ownership plan, the adjustment in
(b) is generally the amount of contributions actually made after the
Valuation Date but on or before the Determination Date.

In determining whether the Plan is top heavy, it must be aggregated
with each plan included in the Required Aggregation Group. In addition, the
Employer may aggregate plans included in the Permissive Aggregation Group.

<PAGE>

21.03. MINIMUM CONTRIBUTIONS

For each Plan Year in which the Plan is top heavy, each Participant
who is a Non-Key Employee (including those Participants who did not complete
1,000 Hours of Service in the Plan Year) must receive an annual allocation of
contributions and Forfeitures (disregarding Social Security benefits) equal
to at least 3% of his Compensation; provided that if the largest percentage
of Compensation allocated to a Key Employee for a Plan Year is less than 3%,
that largest percentage will be substituted for 3%. For any year in which
the Employer maintains a defined benefit plan in addition to this Plan, the
requirements of this paragraph will be satisfied by providing each Non-Key
Employee with the minimum annual benefit provided under the top heavy
provisions of the defined benefit plan. For any year in which the Employer
maintains another defined contribution plan in addition to this Plan, the
minimum benefit described in this paragraph shall be provided by such other
defined contribution plan.

<PAGE>

SECTION 22

EXEMPT LOANS

22.01. AUTHORITY TO BORROW

The Trustee may borrow funds on behalf of the Plan to purchase
Employer Shares, provided that any Plan loan is an exempt loan within the
meaning of Treasury Regulation Section 54.4975-7(b)(l)(iii).

22.02. REQUIREMENTS FOR PLAN LOANS

Any loan made to the Plan pursuant to this Section 22 must meet the
following requirements:

(a) The proceeds of the loan must be used within a reasonable time
after their receipt by the Plan either (i) to acquire Employer Shares; (ii)
to repay such loan; or (iii) to repay a prior exempt loan.

(b) The interest rate of the loan must not be in excess of a
reasonable rate of interest. All relevant factors will be considered in
determining a reasonable rate of interest, including the amount and duration
of the loan, the security and guarantee (if any) involved, the credit
standing of the Plan and the guarantor (if any) and the interest rate
prevailing for comparable loans.

(c) The loan must be for a specific term. Such loan may not be
payable at the demand of any person, except in the case of default.

(d) The loan must be without recourse against the Plan.
Furthermore, the only assets of the Plan that may be given as collateral for
the loan are Employer Shares of two classes--those acquired with the proceeds
of the loan and those that were used as collateral on a prior exempt loan
repaid with the proceeds of the current loan. No person entitled to payment
under the exempt loan shall have any rights to assets of the Plan other than
(i) collateral given for the loan; (ii) contributions (other than
contributions of Employer Shares) that are made under the Plan to meet its
obligations under the loan; and (iii)

<PAGE>

earnings attributable to such collateral and the investment of such
contributions.

(e) The loan must provide for the release from encumbrance of Plan
assets used as collateral for the loan. For each Plan Year during the
duration of the loan, the number of securities released must equal the number
of encumbered securities held immediately before release for the current
Plan Year multiplied by a fraction. The numerator of the fraction is the
amount of principal and interest paid for the year. The denominator of the
fraction is the sum of the numerator plus the principal and interest to be
paid for all future years. The number of future years under the loan must be
definitely ascertainable and must be determined without taking into account
any possible extensions or renewal periods. If the interest rate under the
loan is variable, the interest to be paid in future years must be computed by
using the interest rate applicable as of the end of the Plan Year. If
collateral includes more than one class of securities, the number of
securities of each class to be released for a Plan Year must be determined by
applying the same fraction to each class.

(f) All other requirements of Treasury Regulation Section
54.4975-7(b).

SECTION 23

MISCELLANEOUS

23.01. EMPLOYMENT RIGHTS

The right of the Employer to terminate the employment of any of its
Employees shall not in any way be affected by the Employee's participation in
this Plan.

23.02. GENDER

Wherever used in this Plan the masculine pronoun refers to both men
and women.

23.03. NOTICE REQUIREMENT

Notice of the existence and provisions of the Plan and of any
amendment thereto shall be communicated by the Employer to those entitled to
notice thereof.

<PAGE>

23.04. MERGER OR CONSOLIDATION

In case of any merger or consolidation with, or transfer of assets
or liabilities to, any other plan, each Participant in the Plan would (if
this Plan then terminated) receive a benefit immediately after the merger,
consolidation or transfer which is equal to, or greater than, the benefit he
would have been entitled to receive immediately before the merger,
consolidation or transfer (if the Plan then terminated).

23.05. SOCIAL SECURITY BENEFITS

Post-separation Social Security benefit increases shall not affect
benefits under this Plan.

23.06. FORFEITURES

Forfeitures resulting from termination of employment shall be
allocated to other Participants as of the first day of the month coincident
with or following the earlier of the date on which the Participant (a)
receives an actual distribution of his nonforfeitable Account; or (b) incurs
five consecutive One-Year Breaks in Service. In the event that a Participant
who received a distribution of his nonforfeitable Account returns to the
employment of the Employer before he incurs five consecutive One Year Breaks
in Service and takes such action as is necessary to reinstate the portion of
his account that was previously forfeited, the forfeited portion of his
Account shall be restored first from Forfeitures available for allocation in
that year and then from additional Employer contributions, if necessary.

23.07. NAMED FIDUCIARIES

The named fiduciary of this Plan shall be Market Financial
Corporation.

23.08. LIMITATIONS ON PAYMENT

No payment shall be made to any incompetent person (through
minority or otherwise) until the Plan Administrator shall have been furnished
evidence satisfactory to it of the person to whom such payment shall be made
and his right to receive the same. Until furnished such evidence, all amounts
so payable shall be held in trust for the person or persons entitled

<PAGE>

to receive them, separate and apart from the Plan's general Trust Fund.

23.09. INTERPRETATION OF DOCUMENT

The construction and interpretation of the Plan provisions are
vested with the Plan Administrator, in its absolute discretion, including,
without limitation, the determination of benefits, eligibility and
interpretation of Plan provisions. All such decisions, determinations and
interpretations shall be final, conclusive and binding upon all parties
having an interest in the Plan.

23.10. NONTERMINABLE PROTECTIONS AND RIGHTS

Notwithstanding anything contained herein to the contrary, no
security acquired with the proceeds of an exempt loan may be subject to a
put, call or other option, or buy-sell or similar arrangement while held by
and or distributed from this Plan. The rights and protections specified in
the preceding sentence, together with the put option rights provided for in
Section 12.06 hereof, shall be non-terminable regardless of whether this Plan
ceases to be an employee stock ownership plan or an exempt loan is paid in
full.

23.11. USE OF INCOME WITH RESPECT TO EMPLOYER SHARES

The Plan reserves the right to use income with respect to Employer
Shares acquired with the proceeds of an exempt loan to repay such loan.

SECTION 24

CERTAIN DEFINITIONS

Whenever used in this Plan, the following words and phrases shall
have the meanings specified below. Additional words and phrases may be
defined in the text of the Plan.

24.01. ACCOUNT

"Account" means a Participant's Employer Contributions Account.

24.02. ADJUSTMENT FACTOR

<PAGE>

"Adjustment Factor" means the cost-of-living adjustment prescribed
by the Secretary of the Treasury under Code Section 415(d) for years
beginning after December 31, 1987, as applied to such items and in such
manner as the Secretary shall provide.

24.03. AFFILIATE

"Affiliate" means any other employer which, together with Market
Financial Corporation, is a member of a controlled group of corporations or
of a commonly controlled trade or business [as defined in Code
Sections 414(b) and (c) and as modified by Code Section 415(h)]
or of an affiliated service group [as defined in Code Section 414(m)] or
other organization described in Code Section 414(o).

24.04. ANNUAL ADDITIONS

"Annual Additions" means the sum of the following amounts credited
to a Participant for the Limitation Year under all defined contribution plans
maintained by the Employer:

(a) Employer contributions;

(b) Forfeitures;

(c) amounts allocated after March 31, 1984 to an individual
medical account, as defined in Section 415(l) (l) of the Code, which is part
of a defined benefit plan maintained by the Employer; and

(d) amounts derived from contributions paid or accrued after
December 31, 1985 in taxable years ending after such date which are
attributable to post-retirement medical benefits allocated to the separate
account of a key employee [as defined in Section 416(i) of the Code] under a
welfare benefit fund [as defined in Section 419(e) of the Code] maintained by
the Employer. The amounts described under this paragraph (d) shall not be
subject to the 25% of compensation limit provided in Section 2.04.

<PAGE>

24.05. BENEFICIARY

"Beneficiary" means the individual, individuals or trust designated
by the Participant under the terms of Section 8.02 hereof to receive the
death benefit payable under the Plan.

24.06. CODE

"Code" means the Internal Revenue Code of 1986, as may be amended
from time to time, and corresponding provisions of future federal internal
revenue codes.

24.07. COMPENSATION

"Compensation" means compensation, as defined in Section 2.04
hereof, including, to the extent applicable, Earned Income; provided,
however, that Compensation shall not include (i) any amounts paid or accrued
to Participant during any Plan Year under any Recognition and Retention Plan
adopted by the Employer after the Effective Date, or (ii) any amounts paid by
the Employer during any Plan Year in excess of $150,000, adjusted under Code
Section 401(a)(17). In determining the compensation of a Participant for
purposes of the $150,000 limit, the family aggregation rules of Code Section
414(g)(6) will apply, except in applying such rules, the term "family" will
include only the Spouse of the participant and any lineal descendants of the
participant who have not attained age 19 before the close of the year. If,
as a result of the application of such rules, compensation would exceed the
adjusted $150,000 limitation, then the limitation will be prorated among the
affected persons in proportion to each such person's compensation as
determined under this paragraph prior to the application of this limitation.
For purposes of a Participant's first Plan Year of eligibility, only
Compensation paid to such Participant after the Entry Date on which he begins
to participate in the Plan shall be considered for purposes of determining
allocations under Section 3 hereof.

24.08. CURRENT PARTICIPANT

"Current Participant" means, for any Plan Year, (i) a Participant
who was both a Full-Time Employee during such Plan Year and employed by the
Employer on the last day of such Plan Year, and (ii) a Participant who died,
retired or became totally and permanently disabled during such Plan Year.

<PAGE>

24.09. INTENTIONALLY OMITTED

24.10. EFFECTIVE DATE

"Effective Date" means January 1, 1996.

24.11. EMPLOYEE

"Employee" means any person who is an employee in the regular
employment of the Employer. For this purpose, the term "Employee" shall not
include any Leased Employee.

24.12. EMPLOYER

"Employer" means Market Financial Corporation and any Affiliate
that adopts this Plan pursuant to the provisions of Section 25 hereof.

24.13. EMPLOYER CONTRIBUTIONS ACCOUNT

"Employer Contributions Account" means the account established for
each Participant under this Plan pursuant to Section 4.01.

24.14. EMPLOYER SHARES OR SHARES

"Employer Shares" or "Shares" means securities which constitute
"employer securities" under Section 409(l) of the Code and "qualifying
employer securities" under Section 4975(e)(8) of the Code and Section
407(d)(5) of ERISA.

24.15. EMPLOYMENT COMMENCEMENT DATE

"Employment Commencement Date" means the date on which an Employee
first performs an Hour of Service for the Employer.

24.16. ENTRY DATE

"Entry Date" means April 1 and October l of each year.

24.17. ERISA

"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

<PAGE>

24.18. FAMILY MEMBER

"Family Member" means, with respect to any individual, such
individual's Spouse and lineal ascendants or descendants and the spouses of such
lineal ascendants or descendants.

24.19. FORFEITURE

"Forfeiture" means the amount of the value of any Participant's
Account that such Participant is not entitled to receive under Section 11 on
the termination of his employment.

24.20. FULL TIME

"Full Time" means employment with the Employer for not less than
1,000 hours during the 12 consecutive calendar months for which a
determination is made.

24.21. HIGHLY-COMPENSATED EMPLOYEE

"Highly-Compensated Employee" means a highly-compensated active
employee and a highly-compensated former employee. A highly-compensated
active employee includes any Employee who performs service for the Employer
during the determination year and who, during the look-back year (a) received
compensation from the Employer in excess of $75,000 multiplied by the
Adjustment Factor; (b) received compensation from the Employer in excess of
$50,000 multiplied by the Adjustment Factor and was a member of the top-paid
group for such year; or (c) was an officer of the Employer and received
compensation during such year that is greater than 50% of the dollar
limitation in effect under Code Section 415(b)(l)(A).

The term Highly-Compensated Employee also includes: (a) Employees
who are both described in the preceding paragraph if the term "determination
year" is substituted for the term "look-back year" and the Employee is one of
the 100 Employees who received the most compensation from the Employer during
the determination year; and (b) Employees who are 5% owners at any time
during the look-back year or determination year. If no officer has satisfied
the compensation requirement of (c) in the preceding paragraph during either
a determination year or look-back year, the highest paid officer for such
year shall be treated as a Highly-Compensated Employee. For this purpose,
the determination year shall be the Plan Year. The look-back year

<PAGE>

shall be the 12-month period immediately preceding the determination year.

A highly-compensated former Employee includes any Employee who
separated from service (or was deemed to have separated) prior to the
determination year, performs no service for the Employer during the
determination year and was a highly compensated active employee for either
the separation year or any determination year ending on or after the
Employee's 55th birthday. If an Employee is, during a determination year or
look-back year, a Family Member of either a 5% owner who is an active or
former Employee or a Highly-Compensated Employee who is one of the 10 most
highly-compensated employees ranked on the basis of compensation paid by the
Employer during such year, then the Family Member and the 5% owner or top-10
highly-compensated employee shall be aggregated. In such case, the Family
Member and 5% owner or top-10 highly-compensated employee shall be treated as
a single Employee receiving compensation and Plan contributions or benefits
equal to the sum of such compensation and contributions or benefits of the
Family Member and 5% owner or top-10 highly-compensated employee.

The determination of who is a Highly-Compensated Employee,
including the determinations of the number and identity of Employees in the
top-paid group, the top 100 Employees, the number of Employees treated as
officers and the compensation that is considered, will be made in accordance
with Code Section 414(q) and the regulations thereunder.

24.22. HOUR OF SERVICE

"Hour of Service" means

(a) each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for the Employer or an Affiliate.
These hours shall be credited to the Employee for the computation period or
periods in which the duties are performed; and

(b) each hour for which an Employee is paid, or entitled to
payment, by the Employer or an Affiliate on account of a period of time
during which no duties are performed (irrespective of whether the employment
relationship has terminated) due to vacation, holiday, illness, incapacity
(including disability), layoff, absence for maternity or

<PAGE>

paternity reasons, jury duty, military duty or leave of absence. No more
than 501 hours of service shall be credited under this paragraph for any
single continuous period (whether or not such period occurs in a single
computation period). Hours under this paragraph shall be calculated and
credited pursuant to Section 2530.200b-2 of the Department of Labor
Regulations, which are incorporated herein by this reference; and

(c) each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer or an Affiliate. The
same hours of service shall not be credited both under paragraph (a) or
paragraph (b), as the case may be, and under this paragraph (c). These hours
shall be credited to the computation period or periods to which the award or
agreement pertains rather than the computation period in which the award,
agreement or payment is made; and

(d) in the case of a Participant who is absent from work for
maternity or paternity reasons, such Participant shall have credited, solely
for purposes of determining whether a One-Year Break in Service has occurred
for eligibility and vesting, in the year in which the absence begins if
necessary to prevent a One Year Break in Service for such year; or in the
following year, the number of hours that would normally have been credited
but for such absence; or in any case in which such hours cannot be
determined, 8 hours of service per day of such absence. The total number of
hours treated as hours of service under this paragraph shall not exceed 501
hours. For purposes of this paragraph, an absence from work for maternity or
paternity reasons means an absence (i) by reason of pregnancy of the
Participant; (ii) by reason of the birth of a child of the Participant; (iii)
by reason of the placement of a child with the Participant in connection with
the adoption of such child by such Participant; or (iv) for purposes of
caring for such child for a period beginning immediately following such birth
or placement.

24.23. LATE RETIREMENT DATE

"Late Retirement Date" means the first day of the month following
the date on which a Participant elects to retire after his Normal Retirement
Date.

<PAGE>

24.24. LEASED EMPLOYEE

"Leased Employee" means any person (other than an employee of the
recipient) who, pursuant to an agreement between the recipient and any other
person (leasing organization), has performed services for the recipient
[or for the recipient and related persons determined in accordance with
Code Sections 414(n) and 414(o)] on a substantially full-time basis for
a period of at least one year, and such services are of a type historically
performed by employees in the business field of the recipient employer.
Contributions or benefits provided a Leased Employee by the leasing
organization which are attributable to services performed for the recipient
employer shall be treated as provided by the recipient employer.

A Leased Employee shall not be considered an employee of the
recipient if (a) such employee is covered by a money purchase pension plan
providing (i) a nonintegrated employer contribution rate of at least 10% of
compensation, as defined in Code Section 415(c)(3), but including amounts
contributed by the employer pursuant to a salary reduction agreement which
are excludable from the employee's gross income under Code Section 125,
Section 402(a)(8), Section 402(h) or Section 403(b); (ii) immediate
participation; and (iii) full and immediate vesting; and (b) Leased Employees
do not constitute more than 20% of the recipient's non-highly-compensated
work force.

24.25. LIMITATION YEAR

"Limitation Year" means the Plan Year.

24.26. NORMAL RETIREMENT AGE

"Normal Retirement Age" means age 65.

24.27. NORMAL RETIREMENT DATE

"Normal Retirement Date" means the first day of the month
coincident with or following the date on which the Participant attains Normal
Retirement Age; provided, however, that this Plan shall not be interpreted to
require that a Participant retire prior to attaining any specific age.

<PAGE>

24.28. ONE-YEAR BREAK IN SERVICE

"One-Year Break in Service" means, for eligibility and vesting
purposes, a Plan Year during which a Participant has not completed more than
500 Hours of Service.

24.29. PARTICIPANT

"Participant" means either (a) an Employee who is participating in
the Plan in accordance with Section 1.01 for whom Accounts are being
maintained; or (b) a former Employee for whom Accounts are being maintained.

24.30. PLAN

"Plan" means the Market Financial Corporation Employee Stock
Ownership Plan as in effect from time to time.

24.31. PLAN ADMINISTRATOR

"Plan Administrator" means an administrative committee appointed by
the Employer to administer this Plan pursuant to Section 15, or if no such
appointment is made, Market Financial Corporation.

24.32. PLAN YEAR

"Plan Year" means the fiscal year of the Plan which begins each
January l and ends each December 30.

24.33. PROJECTED ANNUAL BENEFIT

"Projected Annual Benefit" means the annual benefit to which the
Participant would be entitled under all Employer sponsored defined benefit
plans, assuming that the Participant continues employment until his Normal
Retirement Date, that the Participant's Compensation continues until his
Normal Retirement Date at the rate in effect during the current calendar year
and that all other factors relevant for determining benefits under the plans
remain constant at the level in effect during the current calendar year.

<PAGE>

24.34. SPOUSE OR SURVIVING SPOUSE

"Spouse" or "Surviving Spouse" means an individual who is legally
married to the Participant, provided that an individual who was formerly
married to the Participant will be treated as the Spouse or Surviving Spouse
to the extent provided under a qualified domestic relations order as
described in Section 414(p) of the Code.

24.35. TRUST AGREEMENT

"Trust Agreement" means the agreement, and any amendments made
thereto, by and between the Employer and the Trustee for the management,
investment and disbursement of funds held in the Trust Fund.

24.36. TRUST FUND

"Trust Fund" means the fund established pursuant to the terms of
the Trust Agreement.

24.37. TRUSTEE

"Trustee" means the bank, trust company and/or individual or
individuals designated by the Employer to hold and invest the Trust Fund and
to pay benefits and expenses as authorized by the Plan Administrator in
accordance with the terms and provisions of the agreement by and between the
Employer and such bank, trust company and/or individual or individuals.

24.38. VALUATION DATE

"Valuation Date" means the last day of each Plan Year and any other
date fixed by the Plan Administrator for the valuation of assets and
adjustments of individual Accounts.

24.39. YEAR OF SERVICE

"Year of Service" means a Plan Year during which a Participant is,
and each 12 month period (beginning on October 1 and ending on September 30)
prior to the Effective Date during which such Participant was, a Full-Time
Employee of the Employer.

<PAGE>

SECTION 25

MULTIEMPLOYER PROVISIONS

25.01. ADOPTION BY AFFILIATES OF MARKET FINANCIAL CORPORATION

Effective as of the Effective Date, any Affiliate may adopt the
Plan with the approval of the Board of Directors of Market Financial
Corporation. However, notwithstanding such adoption by any Affiliate, or any
other provision of this Plan, Market Financial Corporation shall have the
sole and exclusive right to amend the Plan or Trust Agreement and it shall
not be necessary for any adopting Affiliate to execute the original or any
amended Plan or Trust Agreement.

25.02. ADMINISTRATION

Market Financial Corporation shall have the exclusive right to
appoint the Plan Administrator under Section 15 hereof, and Market Financial
Corporation and the Plan Administrator shall have exclusive administrative
authority over the Plan, although responsibility for those internal matters
peculiar to a particular Affiliate may be delegated to that Affiliate.

25.03. COMMON FUND.

The Trustee of the Plan need not earmark or keep separate the
assets attributable to each Affiliate, but may commingle them with assets
attributable to other Affiliates. The Trust shall be available to pay
benefits to Participants and their Beneficiaries without distinction as to
the Affiliate to which particular assets or amounts are attributable.

25.04. WITHDRAWAL - TERMINATION.

Any Affiliate, by action of its Board of Directors or other
governing authority, and notice to the Plan Administrator and the Trustee,
may withdraw from the Plan, or may terminate the Plan with respect to its
employees, without affecting any other Affiliates. A withdrawing Affiliate
may arrange for the continuation of this Plan in separate form for its own
employees, with such amendments as it may deem proper, and may arrange for
continuation of the Plan by merger with an existing plan and trust, and
transfer of Trust Fund assets. Notwithstanding anything contained herein to
the contrary, by action of its Board

<PAGE>

of Directors, Market Financial Corporation, in its absolute discretion, may
terminate the entire Plan or an Affiliate's participation at any time,
without the consent of any Affiliate, Participant or Beneficiary.

IN WITNESS WHEREOF, the undersigned has caused this Plan to be
executed by its duly authorized officer effective as of the Effective Date.

MARKET FINANCIAL CORPORATION

By:____________________________

Name (Print):__________________

Title:_________________________

Date:_____________________

<PAGE>

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this "AGREEMENT"),
is entered into this __th of ________, 1997, by and between The Market
Building and Saving Company, a savings and loan association incorporated
under Ohio law (hereinafter referred to as the "EMPLOYER"), and John T.
Larimer, an individual (hereinafter referred to as the "EMPLOYEE");

WITNESSETH:

WHEREAS, the EMPLOYEE is currently employed as the President and
Managing Officer of the EMPLOYER;

WHEREAS, as a result of the skill, knowledge and experience of the
EMPLOYEE, the Board of Directors of the EMPLOYER desire to retain the
services of the EMPLOYEE as the President and Managing Officer of the
EMPLOYER;

WHEREAS, the EMPLOYEE desires to continue to serve as the President and
Managing Officer of the EMPLOYER; and

WHEREAS, the EMPLOYEE and the EMPLOYER desire to enter into this
AGREEMENT to set forth the terms and conditions of the employment
relationship between the EMPLOYER and the EMPLOYEE.

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the EMPLOYER and the EMPLOYEE hereby agree as follows:

1. EMPLOYMENT AND TERM. Upon the terms and subject to the conditions of
this AGREEMENT, the EMPLOYER hereby employs the EMPLOYEE, and the EMPLOYEE
hereby accepts employment, as the President and Managing Officer of the
EMPLOYER. The term of this AGREEMENT shall commence on the date hereof, and
shall end on ____________, 2000 (hereinafter referred to as the "TERM"). In
January of each year, the Boards of Directors of the EMPLOYER shall review
the EMPLOYEE's performance and record the results of such review in the
minutes of the Boards of Directors. This AGREEMENT shall not be renewed or
extended without a taking of affirmative action by the Board of Directors of
the EMPLOYER to cause such renewal or extension. Any such extension shall be
subject to the written consent of the EMPLOYEE.

2. DUTIES OF EMPLOYEE.

(a) GENERAL DUTIES AND RESPONSIBILITIES. The EMPLOYEE shall serve as
the President and Managing Officer of the EMPLOYER. Subject to the direction
of the Board of Directors of the EMPLOYER, the EMPLOYEE shall have
responsibility for the general management and control of the business and
affairs of the EMPLOYER and shall perform

<PAGE>

all duties and shall have all powers which are commonly incident to the
office of President and Managing Officer or which, consistent therewith, are
delegated to him by the Board of Directors. Such duties shall include, but
not be limited to, (1) managing the day-to-day operations of the EMPLOYER,
(2) managing the efforts of the EMPLOYER to comply with applicable laws and
regulations, (3) marketing of the EMPLOYER and its services, (4) supervising
other employees of the EMPLOYER, (5) providing prompt and accurate reports to
the Board of Directors of the EMPLOYER regarding the affairs and conditions
of the EMPLOYER, and (6) making recommendations to the Board of Directors of
the EMPLOYER concerning the strategies, capital structure, tactics, and
general operations of the EMPLOYER.

(b) DEVOTION OF ENTIRE TIME TO THE BUSINESS OF THE EMPLOYER. The
EMPLOYEE shall devote his entire productive time, ability and attention
during normal business hours throughout the TERM to the faithful performance
of his duties under this AGREEMENT. The EMPLOYEE shall not directly or
indirectly render any services of a business, commercial or professional
nature to any person or organization other than the EMPLOYER and Market
Financial Corporation without the prior written consent of the Board of
Directors of the EMPLOYER; provided, however, that the EMPLOYEE shall not be
precluded from (i) vacations and other leave time in accordance with Section
3(d) hereof; (ii) reasonable participation in community, civic, charitable or
similar organizations; or (iii) the pursuit of personal investments which do
not interfere or conflict with the performance of the EMPLOYEE's duties to
the EMPLOYER. Nothing in this section shall limit the EMPLOYEE's right to
invest in securities of any business that does not provide services or
products of the type or competing with those provided by the EMPLOYER or its
subsidiaries or affiliates.

3. COMPENSATION, BENEFITS AND REIMBURSEMENTS.

(a) SALARY. The EMPLOYEE shall receive during the TERM an annual
salary payable in equal installments not less often than monthly. The amount
of such annual salary shall be $________ until changed by the Board of
Directors of the EMPLOYER in accordance with Section 3(b) of this AGREEMENT.

(b) ANNUAL SALARY REVIEW. In January of each year throughout the TERM,
the annual salary of the EMPLOYEE shall be reviewed by the Board of Directors
of the EMPLOYER and shall be set at an amount not less than $_____________,
based upon the EMPLOYEE's individual performance and the overall
profitability and financial condition of the EMPLOYER (hereinafter referred
to as the "ANNUAL REVIEW"). The results of the ANNUAL REVIEW shall be
reflected in the minutes of the Board of Directors of the EMPLOYER.

(c) EMPLOYEE BENEFIT PROGRAM. During the TERM, the EMPLOYEE shall be
entitled to participate in all formally established employee benefit, bonus,
pension and profit-sharing plans and similar programs that are maintained by
the EMPLOYER from time to time, and all employee benefit plans or programs
hereafter adopted in writing by the Board of Directors of

<PAGE>

the EMPLOYER, for which senior management personnel are eligible including
any employee stock ownership plan, stock option plan or other stock benefit
plan (hereinafter collectively referred to as the "BENEFIT PLANS").
Notwithstanding any statement to the contrary contained elsewhere in this
Agreement, the EMPLOYER may discontinue or terminate at any time any such
BENEFIT PLANS, now existing or hereafter adopted, to the extent permitted by
the terms of such plans and shall not be required to compensate the EMPLOYEE
for such discontinuance or termination.

(d) VACATION AND SICK LEAVE. The EMPLOYEE shall be entitled, without
loss of pay, to be absent voluntarily from the performance of his duties
under this AGREEMENT, in accordance with the policies periodically
established by the Boards of Directors of the EMPLOYER for senior management
officials of the EMPLOYER. The EMPLOYEE shall not be entitled to receive any
additional compensation from the EMPLOYER in the event of his failure to take
the full allotment of vacation time in any calendar year. In the event that
any sick leave time shall not have been used during any calendar year, such
leave shall accrue to subsequent calendar years, only to the extent
authorized by the Boards of Directors of the EMPLOYER. Upon termination of
employment, the EMPLOYEE shall not be entitled to receive any additional
compensation from the EMPLOYER for unused sick leave.

4. TERMINATION OF EMPLOYMENT.

(a) GENERAL. In addition to the termination of the employment of the
EMPLOYEE upon the expiration of the TERM, the employment of the EMPLOYEE
shall terminate at any other time during the TERM upon the delivery by the
EMPLOYER of written notice of employment termination to the EMPLOYEE.
Without limiting the generality of the foregoing sentence, the following
subparagraphs (i), (ii) and (iii) of this Section 4(a) shall govern the
obligations of the EMPLOYER to the EMPLOYEE upon the occurrence of the events
described in such subparagraphs:

(i) TERMINATION FOR JUST CAUSE. In the event that the EMPLOYER
terminates the employment of the EMPLOYEE during the TERM because of the
EMPLOYEE's personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure or refusal to
perform the duties and responsibilities assigned in this AGREEMENT, willful
violation of any law, rule, regulation or final cease-and-desist order (other
than traffic violations or similar offenses), conviction of a felony or for
fraud or embezzlement, or material breach of any provision of this AGREEMENT
(hereinafter collectively referred to as "JUST CAUSE"), the EMPLOYEE shall
not receive, and shall have no right to receive, any compensation or other
benefits for any period after such termination.

(ii) TERMINATION AFTER CHANGE OF CONTROL. In the event that,
before the expiration of the TERM and in connection with or within one year
after a CHANGE OF CONTROL (as defined hereinafter) of the EMPLOYER or Market
Financial Corporation, (A) the employment of the EMPLOYEE is terminated for
any reason other than JUST CAUSE before the expiration of the TERM, (B) the
present capacity or circumstances in which the EMPLOYEE is employed are
materially changed before the expiration of the TERM, or (C)

<PAGE>

the EMPLOYEE's responsibilities, authority, compensation or other benefits
provided under this AGREEMENT are materially reduced, then the following
shall occur:

(I) The EMPLOYER shall promptly pay to the EMPLOYEE or
to his beneficiaries, dependents or estate an amount equal to the sum of (1)
the amount of compensation to which the EMPLOYEE would be entitled for the
remainder of the TERM under this AGREEMENT, plus (2) the difference between
(x) the product of three, multiplied by the greater of the annual salary set
forth in Section 3(a) of this AGREEMENT or the annual salary payable to the
EMPLOYEE as a result of any ANNUAL REVIEW, less (xx) the amount paid to the
EMPLOYEE pursuant to clause (1) of this subparagraph (I);

(II) The EMPLOYEE, his dependents, beneficiaries and
estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYER
at the EMPLOYER's expense as if the EMPLOYEE were still employed under this
AGREEMENT until the earliest of the expiration of the TERM or the date on
which the EMPLOYEE is included in another employer's benefit plans as a
full-time employee; and

(III) The EMPLOYEE shall not be required to mitigate
the amount of any payment provided for in this AGREEMENT by seeking other
employment or otherwise, nor shall any amounts received from other employment
or otherwise by the EMPLOYEE offset in any manner the obligations of the
EMPLOYER hereunder, except as specifically stated in subparagraph (II).

In the event that payments pursuant to this subsection (ii) would
result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of
the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder (hereinafter collectively referred to as "SECTION
280G"), such payments shall be reduced to the maximum amount which may be
paid under SECTION 280G without exceeding such limits. Payments pursuant to
this subsection also may not exceed the limit set forth in Regulatory
Bulletin 27a of the Office of Thrift Supervision.

(iii) TERMINATION WITHOUT CHANGE OF CONTROL. In the event that
the employment of the EMPLOYEE is terminated before the expiration of the
TERM other than (A) for JUST CAUSE or (B) in connection with or within one
year after a CHANGE OF CONTROL, the EMPLOYER shall be obligated to continue
(1) to pay on a monthly basis to the EMPLOYEE, his designated beneficiaries
or his estate, his annual salary provided pursuant to Section 3(a) or (b) of
this AGREEMENT until the expiration of the TERM and (2) to provide to the
EMPLOYEE, at the EMPLOYER's expense, health, life, disability, and other
benefits substantially equal to those being provided to the EMPLOYEE at the
date of termination of his employment until the earliest to occur of the
expiration of the TERM or the date the EMPLOYEE becomes employed full-time by
another employer. In the event that payments pursuant to this subsection
(iii) would result in the imposition of a penalty tax pursuant to SECTION
280G, such payments shall be reduced to the maximum amount which may be paid
under SECTION 280G without

<PAGE>

exceeding those limits. Payments pursuant to this subsection also may not
exceed the limit set forth in Regulatory Bulletin 27a of the Office of Thrift
Supervision.

(b) DEATH OF THE EMPLOYEE. The TERM automatically termi nates upon the
death of the EMPLOYEE. In the event of such death, the EMPLOYEE's estate
shall be entitled to receive the compensation due the EMPLOYEE through the
last day of the calendar month in which the death occurred, except as
otherwise specified herein.

(c) "GOLDEN PARACHUTE" PROVISION. Any payments made to the EMPLOYEE
pursuant to this AGREEMENT or otherwise are subject to and conditioned upon
their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated
thereunder.

(d) DEFINITION OF "CHANGE OF CONTROL". A "CHANGE OF CONTROL" shall mean
any one of the following events; (i) the acquisition of ownership or power to
vote more than 25% of the voting stock of the EMPLOYER or Market Financial
Corporation; (ii) the acquisition of the ability to control the election of a
majority of the directors of the EMPLOYER or Market Financial Corporation;
(iii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the EMPLOYER or
Market Financial Corporation cease for any reason to constitute at least
two-thirds thereof; provided, however, that any individual whose election or
nomination for election as a member of the Board of Directors of the EMPLOYER
or Market Financial Corporation was approved by a vote of at least two-thirds
of the directors then in office shall be considered to have continued to be a
member of the Board of Directors of the EMPLOYER or Market Financial
Corporation; or (iv) the acquisition by any person or entity of "conclusive
control" of the EMPLOYER within the meaning of 12 C.F.R. Section 574.4(a), or
the acquisition by any person or entity of "rebuttable control" within the
meaning of 12 C.F.R. Section 574.4(b) that has not been rebutted in
accordance with 12 C.F.R. Section 574.4(c). For purposes of this paragraph,
the term "person" refers to an individual or corporation, partnership, trust,
association, or other organization, but does not include the EMPLOYEE and any
person or persons with whom the EMPLOYEE is "acting in concert" within the
meaning of 12 C.F.R. Part 574.

5. SPECIAL REGULATORY EVENTS. Notwithstanding Section 4 of this AGREEMENT,
the obligations of the EMPLOYER to the EMPLOYEE shall be as follows in the
event of the following circumstances:

(a) If the EMPLOYEE is suspended and/or temporarily prohibited from
participating in the conduct of the EMPLOYER's affairs by a notice served
under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act
(hereinafter referred to as the "FDIA"), the EMPLOYER's obligations under
this AGREEMENT shall be suspended as of the date of service of such notice,
unless stayed by appropriate proceedings. If the charges in the notice are
dismissed, the EMPLOYER may, in its discretion, pay the EMPLOYEE all or part
of the compensation withheld while the obligations in this AGREEMENT were
suspended and reinstate, in whole or in part, any of the obligations that
were suspended;

<PAGE>

(b) If the EMPLOYEE is removed and/or permanently prohibited from
participating in the conduct of the EMPLOYER's affairs by an order issued
under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYER
under this AGREEMENT shall terminate as of the effective date of such order;
provided, however, that vested rights of the EMPLOYEE shall not be affected
by such termination;

(c) If the EMPLOYER is in default, as defined in sec tion 3(x)(1) of
the FDIA, all obligations under this AGREEMENT shall terminate as of the date
of default; provided, however, that vested rights of the EMPLOYEE shall not
be affected; and

(d) All obligations under this AGREEMENT shall be terminated, except to
the extent of a determination that the continuation of this AGREEMENT is
necessary for the continued operation of the EMPLOYER, (i) by the Director of
the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or
his or her designee at the time that the Federal Deposit Insurance
Corporation enters into an agreement to provide assistance to or on behalf of
the EMPLOYER under the authority contained in Section 13(c) of the FDIA or
(ii) by the Director of the OTS, or his or her designee, at any time the
Director of the OTS approves a supervisory merger to resolve problems related
to the operation of the EMPLOYER or when the EMPLOYER is determined by the
Director of the OTS to be in an unsafe or unsound condition. No vested
rights of the EMPLOYEE shall not be affected by any such action.

6. CONSOLIDATION, MERGER OR SALE OF ASSETS. Nothing in this AGREEMENT
shall preclude the EMPLOYER or Market Financial Corporation from
consolidating with, merging into, or transferring all, or substantially all,
of their assets to another corporation that assumes all of their obligations
and undertakings hereunder. Upon such a consolidation, merger or transfer of
assets, the term "EMPLOYER" as used herein, shall mean such other corporation
or entity, and this AGREEMENT shall continue in full force and effect.

7. CONFIDENTIAL INFORMATION. The EMPLOYEE acknowledges that during his
employment he will learn and have access to confidential information
regarding the EMPLOYER and its customers and businesses. The EMPLOYEE agrees
and covenants not to disclose or use for his own benefit, or the benefit of
any other person or entity, any confidential information, unless or until the
EMPLOYER consents to such disclosure or use or such information is otherwise
legally in the public domain. The EMPLOYEE shall not knowingly disclose or
reveal to any unauthorized person any confidential information relating to
the EMPLOYER, its subsidiaries, or affiliates, or to any of the businesses
operated by them, and the EMPLOYEE confirms that such information constitutes
the exclusive property of the EMPLOYER. The EMPLOYEE shall not otherwise
knowingly act or conduct himself (a) to the material detriment of the
EMPLOYER, its subsidiaries, or affiliates, or (b) in a manner which is
inimical or contrary to the interests of the EMPLOYER.

8. NON-ASSIGNABILITY. Neither this AGREEMENT nor any right or interest
hereunder shall be assignable by the EMPLOYEE, his beneficiaries or legal
representatives without the EMPLOYER's prior written consent; provided,
however, that nothing in this Section 8 shall preclude (a) the EMPLOYEE from
designating a beneficiary to receive any benefits payable

<PAGE>

hereunder upon his death, or (b) the executors, administrators, or other
legal representatives of the EMPLOYEE or his estate from assigning any rights
hereunder to the person or persons entitled thereto.

9. NO ATTACHMENT. Except as required by law, no right to receive payment
under this AGREEMENT shall be subject to antici pation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or
to execution, attachment, levy, or similar process of assignment by operation
of law, and any attempt, voluntary or involuntary, to effect any such action
shall be null, void and of no effect.

10. BINDING AGREEMENT. This AGREEMENT shall be binding upon, and inure to
the benefit of, the EMPLOYEE and the EMPLOYER and its respective permitted
successors and assigns.

11. AMENDMENT OF AGREEMENT. This AGREEMENT may not be modified or amended,
except by an instrument in writing signed by the parties hereto.

12. WAIVER. No term or condition of this AGREEMENT shall be deemed to have
been waived, nor shall there be an estoppel against the enforcement of any
provision of this AGREEMENT, except by written instrument of the party
charged with such waiver or estoppel. No such written waiver shall be deemed
a continuing waiver, unless specifically stated therein, and each waiver
shall operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than the act specifically waived.

13. SEVERABILITY. If, for any reason, any provision of this AGREEMENT is
held invalid, such invalidity shall not affect the other provisions of this
AGREEMENT not held so invalid, and each such other provision shall, to the
full extent consistent with applicable law, continue in full force and
effect. If this AGREEMENT is held invalid or cannot be enforced, then any
prior AGREEMENT between the EMPLOYER (or any predecessor thereof) and the
EMPLOYEE shall be deemed reinstated to the full extent permitted by law, as
if this AGREEMENT had not been executed.

14. HEADINGS. The headings of the paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this AGREEMENT.

15. GOVERNING LAW. This AGREEMENT has been executed and delivered in the
State of Ohio and its validity, interpretation, performance, and enforcement
shall be governed by the laws of this State of Ohio, except to the extent
that federal law is governing.

16. EFFECT OF PRIOR AGREEMENTS. This AGREEMENT contains the entire
understanding between the parties hereto and supercedes any prior employment
agreement between the EMPLOYER or any predecessor of the EMPLOYER and the
EMPLOYEE.

<PAGE>

17. NOTICES. Any notice or other communication required or permitted
pursuant to this AGREEMENT shall be deemed delivered if such notice or
communication is in writing and is delivered personally or by facsimile
transmission or is deposited in the United States mail, postage prepaid,
addressed as follows:

If to the EMPLOYER:

The Market Building and Saving Company
7522 Hamilton Avenue
Mt. Healthy, Ohio 45231
Attn: Secretary

If to the EMPLOYEE:

Mr. John T. Larimer
4315 Redstar Court
Cincinnati, Ohio 45238

with copies to:

John C. Vorys, Esq.
Vorys, Sater, Seymour and Pease
Atrium Tow, Suite 2100
221 East Fourth Street
Cincinnati, Ohio 45202

<PAGE>

IN WITNESS WHEREOF, the EMPLOYER has caused this AGREEMENT
to be executed by its duly authorized officer, and the EMPLOYEE
has signed this AGREEMENT, each as of the day and year first
above written.

Attest: The Market Building and Saving Company

_______________________ ______________________________________
By:___________________________________
its _______________________________

Attest:

________________________ ______________________________________
John T. Larimer

<PAGE>

ACCOUNTANTS' CONSENT

We have issued our report dated November 22, 1996 accompanying the
financial statements of The Market Building and Saving Company contained in
Pre-Effective Amendment No. One to Forms S-1, AC and OC of Market Financial
Corporation to be filed with the Securities and Exchange Commission and the
Office of Thrift Supervision on or about January 22, 1997. We consent to the
use of the aforementioned report in the Registration Statement and
Prospectus, and to the use of our name as it appears under the caption
"experts".

Grant Thornton LLP

Cincinnati, Ohio
January 17, 1997

<PAGE>

[LETTERHEAD]

January 20, 1997

Re: Valuation Appraisal of Market Financial Corporation
The Market Building and Saving Company
Mt. Healthy, Ohio

We hereby consent to the use of our firm's name, Keller & Company, Inc.,
and the reference to our firm as experts in the Application for Approval of
Conversion on Form AC to be filed with the Office of Thrift Supervision on or
about January 22, 1997, and to the statements with respect to us and the
reference to our Valuation Appraisal Report in the Prospectus and in
Amendment No. 1 to the Form AC and Pre-Effective Amendment No. 1 to the Form S-1
to be filed with the Securities and Exchange Commission.

Sincerely,

KELLER & COMPANY, INC.

by: /s/ Michael R. Keller
----------------------------------------
Michael R. Keller
President

<PAGE>

(513) 723-4000

CONSENT

Board of Directors
Market Financial Corporation
7522 Hamilton Avenue
Mt. Healthy, Ohio 45321

Gentlemen:

We hereby consent to the use of our firm's name in Pre-Effective
Amendment No. 1 to the Registration Statement on Form S-1 (the "Amendment")
filed by Market Financial Corporation ("MFC") to register 1,335,725 common
shares, without par value, of MFC; to the statements with respect to our firm
appearing under the heading "Legal Matters" in the Prospectus which is included
in the Amendment and to the reference to our firm name under the heading
"Principal Effects of the Conversion" in the Prospectus which is included in the
Amendment.

Very truly yours,

VORYS, SATER, SEYMOUR AND PEASE

Cincinnati, Ohio
January 20, 1997

<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<CASH> 512
<INT-BEARING-DEPOSITS> 943
<FED-FUNDS-SOLD> 2,627
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 17,651<F1>
<INVESTMENTS-MARKET> 712
<LOANS> 21,996
<ALLOWANCE> 52
<TOTAL-ASSETS> 45,547
<DEPOSITS> 38,056
<SHORT-TERM> 0
<LIABILITIES-OTHER> 751
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> 7,514<F2>
<TOTAL-LIABILITIES-AND-EQUITY> 45,547
<INTEREST-LOAN> 1,867
<INTEREST-INVEST> 759<F3>
<INTEREST-OTHER> 635
<INTEREST-TOTAL> 3,261
<INTEREST-DEPOSIT> 1,758
<INTEREST-EXPENSE> 1,758
<INTEREST-INCOME-NET> 1,503
<LOAN-LOSSES> 13
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1153
<INCOME-PRETAX> 344
<INCOME-PRE-EXTRAORDINARY> 224
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 224
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 7.18
<LOANS-NON> 0
<LOANS-PAST> 139
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 39
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 52
<ALLOWANCE-DOMESTIC> 2
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 50
<FN>
<F1>Includes Certificates of Deposit.
<F2>Includes net unrealized gains on securities.
<F3>Includes interest from mortgage-based securities.
</FN>

</TABLE>

<PAGE>

THE MARKET BUILDING AND SAVING COMPANY
7522 HAMILTON AVENUE
MT. HEALTHY, OHIO 45231
(513) 521-9772

NOTICE OF SPECIAL MEETING OF MEMBERS

Notice is hereby given that a Special Meeting of Members of The Market
Building and Saving Company (the "Association") will be held at
, Mt. Healthy, Ohio 45231, on , 1997, at
:00 .m., Eastern Time (the "Special Meeting"), for the following purposes, all
of which are more completely set forth in the accompanying Summary Proxy
Statement:

1. To consider and act upon a resolution to approve the Plan of
Conversion (the "Plan"), a copy of which is attached hereto as Exhibit A,
pursuant to which the Association would convert from a mutual savings and
loan association incorporated under Ohio law to a permanent capital stock
savings and loan association incorporated under Ohio law (the "Conversion")
and become a wholly-owned subsidiary of Market Financial Corporation, an
Ohio corporation organized for the purpose of purchasing all of the capital
stock to be issued by the Association in connection with the Conversion;

2. To consider and act upon a resolution to adopt the Amended
Articles of Incorporation of the Association, a copy of which is attached
to the Plan as Exhibit I;

3. To consider and act upon a resolution to adopt the Amended
Constitution of the Association, a copy of which is attached to the Plan
as Exhibit II; and

4. To transact such other business as may properly come before the
Special Meeting and any adjournments thereof.

Only those members of the Association who have a deposit account with the
Association at the close of business on , 1997 (the "Voting Record
Date"), are members of the Association entitled to notice of and to vote at the
Special Meeting and any adjournments thereof. WHETHER OR NOT YOU EXPECT TO
ATTEND THE SPECIAL MEETING, WE URGE YOU TO CONSIDER THE ACCOMPANYING SUMMARY
PROXY STATEMENT CAREFULLY, TO COMPLETE THE ENCLOSED PROXY CARD(S) AND TO RETURN
THE COMPLETED PROXY CARD(S) TO THE ASSOCIATION IN THE ENCLOSED POSTAGE-PAID
RETURN ENVELOPE AS SOON AS POSSIBLE TO ASSURE THAT YOUR VOTE(S) WILL BE COUNTED.

By Order of the Board of Directors

John T. Larimer, President

Mt. Healthy, Ohio
, 1997

<PAGE>

THE MARKET BUILDING AND SAVING COMPANY
7522 HAMILTON AVENUE
MT. HEALTHY, OHIO 45231
(513) 521-9772

SUMMARY PROXY STATEMENT

INTRODUCTION

The enclosed proxy (the "Proxy") is being solicited by the Board of
Directors of The Market Building and Saving Company (the "Association") for use
at the special meeting of members of the Association to be held at
, Mt. Healthy, Ohio 45231, on 1997, at :00
.m., Eastern Time, and at any adjournments thereof (the "Special Meeting").
The Special Meeting is being held for the following purposes:

2. To consider and act upon a resolution to adopt the Amended
Articles of Incorporation of the Association (the "Amended Articles"), a
copy of which is attached to the Plan as Exhibit I;

3. To consider and act upon a resolution to adopt the Amended
Constitution of the Association (the "Amended Constitution"), a copy of
which is attached to the Plan as Exhibit II; and

4. To transact such other business as may properly come before the
Special Meeting.

The Board of Directors of the Association has unanimously adopted the Plan.
The Plan has also been approved by the Office of Thrift Supervision (the "OTS")
and the Ohio Department of Commerce, Division of Financial Institutions (the
"Division"), subject to the approval of the Plan by the members of the
Association at the Special Meeting and the satisfaction of certain other
conditions.

Pursuant to the Plan, the Association will become a wholly-owned subsidiary
of MFC, a corporation which was incorporated under Ohio law for the purpose of
acquiring all of the capital stock to be issued by the Association in connection
with the Conversion. See "THE BUSINESS OF MFC." MFC will conduct a
subscription offering (the "Subscription Offering") in which up to 1,335,725
common shares, no par value, of MFC (the "Common Shares") will be offered to
subscribers in the following priority categories.

(i) Eligible depositors of the Association as of December 31, 1994
("Eligible Account Holders");

(ii) The Market Financial Corporation Employee Stock Ownership Plan
(the "ESOP");

(iii) Eligible depositors of the Association as of June 30, 1996
("Supplemental Eligible Account Holders"); and

(iv) Certain other depositors of the Association.

See "THE CONVERSION - Subscription Offering." Common shares not subscribed for
the Subscription Offering may be offered to the general public in a direct
community offering (the "Community Offering") in the manner established pursuant
to the Plan and described in this Summary Proxy Statement. See "THE CONVERSION
- - Community Offering." The offering of the Common Shares is made only through
the Prospectus of MFC dated , 1996, a copy of which is included with
this Summary Proxy Statement (the "Prospectus"). See "ADDITIONAL INFORMATION
AND ORDER FORMS."

<PAGE>

The aggregate purchase price of the Common Shares to be offered by MFC
under the Plan is currently estimated to be between $8,585,000 and $11,615,000
(the "Valuation Range"). The total number of Common Shares sold in connection
with the Conversion will be determined in the sole discretion of the Boards of
Directors of MFC and the Association if the aggregate value of the Common Shares
sold is within the Valuation Range or does not exceed the maximum of the
Valuation Range by more than 15%. The Valuation Range was determined by
reference to an independent appraisal of the Association's estimated pro forma
market value, as converted, prepared by Keller & Company, Inc. ("Keller"). See
"THE CONVERSION - Pricing and Number of Common Shares to be Sold."

Upon the consummation of the Conversion, the Amended Articles of
Incorporation of the Association, a copy of which is attached to the Plan as
Exhibit I, and the Amended Constitution, a copy of which is attached to the Plan
as Exhibit II, will be the Articles of Incorporation and Constitution of the
Association as a stock savings and loan association.

The approval of the Plan will have the effect of (i) terminating the voting
rights of the present members of the Association and (ii) modifying, and
eventually eliminating, their right to receive any surplus in the event of a
complete liquidation of the Association. Except for certain rights in the
special liquidation account established by the Plan (the "Liquidation Account"),
such voting and liquidation rights after the Conversion will vest exclusively in
the holders of the common shares of MFC. See "THE CONVERSION - Principal
Effects of the Conversion."

During and upon the completion of the Conversion, the Association will
continue to provide services to depositors and borrowers pursuant to its current
policies at its existing office. In addition, the Association will continue to
be a member of the Federal Home Loan Bank (the "FHLB") system, and savings
accounts at the Association will continue to be insured up to applicable limits
by the Savings Association Insurance Fund (the "SAIF") administered by the
Federal Deposit Insurance Corporation (the "FDIC").

This Summary Proxy Statement is dated , 1997, and is first being
mailed to members of the Association on or about , 1997.

VOTING RIGHTS AND VOTE REQUIRED FOR APPROVAL

All depositors, including beneficiaries of Individual Retirement Accounts
("IRAs") at the Association, having a deposit account of record with the
Association on , 1997 (the "Voting Record Date"), are members of the
Association eligible to vote at the Special Meeting ("Voting Members"). Voting
Members will be entitled to cast one vote for each $500, and a proportional vote
for any fraction thereof, of the withdrawable value of their deposit accounts on
the Voting Record Date.

A deposit account in which one or more persons has an interest shall be
deemed to be held by only one Voting Member for the purpose of voting at the
Special Meeting. Any questions as to the eligibility of a member to vote, the
number of votes allocated to each Voting Member or any other matter relating to
voting will be resolved at the time of the Special Meeting by reference to the
records of the Association.

The Association's records disclose that, as of the Voting Record Date,
there were votes entitled to be cast at the Special Meeting, a majority
of which are required to approve the Plan. A vote of three-fifths of the votes
cast in person or by proxy at the Special Meeting are necessary to adopt the
Amended Articles and Amended Constitution of the Association.

PROXIES

Voting Members may vote in person or by proxy at the Special Meeting. For
Voting Members wishing to vote in person, ballots will be distributed at the
Special Meeting. For Voting Members wishing to vote by proxy at the Special
Meeting, the enclosed Proxy may be completed and given in accordance with this
Summary Proxy Statement. Any other proxy held by the Association will not be
used by the Association for the Special Meeting.

A Proxy will be voted in the manner indicated thereon or, in the absence of
specific instructions, will be voted FOR the approval of the Plan, FOR the
adoption of the Amended Articles and FOR the adoption of the Amended
Constitution.

-2-
<PAGE>

Without affecting any vote previously taken, a Voting Member may revoke a Proxy
at any time before such proxy is exercised by executing a later dated proxy or
by giving the Association notice of revocation in writing or in open meeting at
the Special Meeting. Attendance at the Special Meeting will not, of itself,
revoke a Proxy.

Proxies may be solicited by the directors, officers and employees of the
Association in person or by telephone, telegraph or mail, for use only at the
Special Meeting and any adjournments thereof and will not be used for any other
meeting. The cost of soliciting Proxies will be borne by the Association.

MANAGEMENT'S RECOMMENDATIONS AND REASONS FOR CONVERSION

THE BOARD OF DIRECTORS RECOMMENDS THAT MEMBERS VOTE FOR THE APPROVAL OF THE
PLAN AND FOR THE ADOPTION OF THE AMENDED ARTICLES AND THE AMENDED CONSTITUTION.

In unanimously adopting the Plan, the Board of Directors determined that
the Association will derive substantial benefits from the Conversion and that
the Conversion is in the best interests of the Association, its members and the
public. The principal factors considered by the Association's Board of
Directors in reaching the decision to pursue a mutual-to-stock conversion are
the numerous competitive disadvantages which the Association faces if it
continues in mutual form. These disadvantages relate to a variety of factors,
including growth opportunities, employee retention and regulatory uncertainty.
If the Association is to continue to grow and prosper, the mutual form of
organization is the least desirable form from a competitive standpoint.
Although the Association does not have any specific acquisitions planned at this
time, the Conversion will position the Association to take advantage of any
acquisition opportunities which may present themselves. Because a conversion to
stock form is a time-consuming and complex process, the Association cannot wait
until an acquisition is imminent to embark on the conversion process.

As an increasing number of the Association's competitors convert to stock
form and can use stock-based compensation programs, the Association, as a
mutual, is at a disadvantage when it comes to attracting and retaining qualified
management. The Association believes that the ESOP for all employees and the
Market Financial Corporation 1997 Stock Option and Incentive Plan (the "Stock
Option Plan") and the Market Financial Corporation Recognition and Retention
Plan (the "RRP") for directors and management are important tools, even though
the Association will be required to wait until after the Conversion to implement
the Stock Option Plan and the RRP.

In view of the competitive disadvantages and ongoing debate about the
future of mutual institutions in the wake of regulatory consolidation and other
forces, the Association is choosing to reject the uncertainty inherent in the
mutual structure in favor of the more widely used, recognized and understood
form of ownership.

The Conversion will also give members of the Association, at their option,
the opportunity to become shareholders of MFC. No member of the Association
will be obligated to subscribe or not to subscribe for common shares of MFC by
voting on the Plan, nor will any member's deposit account be converted into
Common Shares by such vote. After completion of the Conversion, the Association
will continue to provide the services presently offered to depositors and
borrowers, will maintain its existing offices and will retain its existing
management and employees.

Upon the consummation of the Conversion, the Amended Articles, a copy of
which is attached to the Plan as Exhibit I, and the Amended Constitution, a copy
of which is attached to the Plan as Exhibit II, will be the Articles of
Incorporation and Constitution of the Association as a stock savings and loan
association.

THE BUSINESS OF MFC

-3-
<PAGE>

The office of MFC is located at 7522 Hamilton Avenue, Mt. Healthy, Ohio
45231, and its telephone number is (513) 521-9772.

THE BUSINESS OF THE ASSOCIATION

The Association is principally engaged in the business of originating
mortgage loans secured by first mortgages on one- to four-family residential
real estate located in its primary market area of Hamilton County, Ohio, and
portions of the contiguous counties. The Association also originates a limited
number of loans for the construction of one- to four-family residential real
estate, permanent mortgage loans secured by multifamily real estate (over four
units) and nonresidential real estate in its primary market area, and secured
consumer loans. For liquidity and interest rate risk management purposes, the
Association invests in interest-bearing deposits in other financial
institutions, U.S. Government and agency obligations and mortgage-backed
securities. Funds for lending and other investment activities are obtained
primarily from savings deposits, which are insured up to applicable limits by
the FDIC, and loan principal repayments.

For a more detailed discussion of the Association's business and its
operating strategy, see "THE BUSINESS OF THE ASSOCIATION," "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE
ASSOCIATION," and "RISK FACTORS" in the Prospectus.

The Association conducts business from its main office located at 7522
Hamilton Avenue, Mt. Healthy, Ohio, and its full-service branch office at 125
Miami Avenue, North Bend, Ohio.

THE CONVERSION

THE OTS AND THE DIVISION HAVE APPROVED THE PLAN, SUBJECT TO THE APPROVAL OF
THE PLAN BY THE MEMBERS OF THE ASSOCIATION ENTITLED TO VOTE ON THE PLAN AND
SUBJECT TO THE SATISFACTION OF CERTAIN OTHER CONDITIONS IMPOSED BY THE OTS AND
THE DIVISION. OTS AND DIVISION APPROVAL DOES NOT CONSTITUTE A RECOMMENDATION OR
ENDORSEMENT OF THE PLAN.

GENERAL

Based on the current Valuation Range, between 858,500 and 1,161,500 Common
Shares are expected to be offered in the Subscription Offering and the
concurrent Community Offering at a price of $10 per share. Federal regulations
require, with certain exceptions, that shares offered in connection with the
Conversion must be sold up to at least the minimum point of the Valuation Range
in order for the Conversion to become effective. The actual number of Common
Shares sold in connection with the Conversion will be determined upon completion
of the Offering in the sole discretion of the Boards of Directors of MFC and the
Association based on the final valuation of the Association at the completion of
the Subscription Offering and the Community Offering. See "Pricing and Number
of Common Shares to be Sold."

-4-
<PAGE>

The Common Shares will be offered in the Subscription Offering to (1)
Eligible Account Holders, (2) the ESOP, (3) Supplemental Eligible Account
Holders and (4) Voting Members. Any Common Shares not subscribed for in the
Subscription Offering will be concurrently offered to the general public in the
Community Offering in a manner which will seek to achieve the widest
distribution of the Common Shares, but which will give preference to natural
persons residing in Hamilton County, Ohio. Under OTS regulations, the Community
Offering must be completed within 45 days after the completion of the
Subscription Offering, unless such period is extended by the Association with
the approval of the OTS and the Division. If the Community Offering is
determined not to be feasible, an occurrence that is not currently anticipated,
the Boards of Directors of MFC and the Association will consult with the OTS and
the Division to determine an appropriate alternative method of selling, up to
the minimum of the Valuation Range, the Common Shares for which subscriptions
were not received. No alternative sales methods are currently planned.

OTS and Division regulations require the completion of the Conversion
within 24 months after the date of the approval of the Plan by the voting
members of the Association. The commencement and completion of the Conversion
will be subject to market conditions and other factors beyond the Association's
control. Due to changing economic and market conditions, no assurance can be
given as to the length of time that will be required to complete the sale of the
Common Shares. If delays are experienced, significant changes may occur in the
estimated pro forma market value of the Association. In such circumstances, the
Association may also incur substantial additional printing, legal and accounting
expenses in completing the Conversion. In the event the Conversion is not
successfully completed, the Association will be required to charge all
Conversion expenses against current earnings.

PRINCIPAL EFFECTS OF THE CONVERSION

VOTING RIGHTS. Deposit holders who are members of the Association in its
mutual form will have no voting rights in the Association as converted and will
not participate, therefore, in the election of directors or otherwise control
the Association's affairs. Voting rights in MFC will be held exclusively by its
shareholders, and voting rights in the Association will be held exclusively by
MFC as the sole shareholder of the Association. Each holder of MFC's common
shares will be entitled to one vote for each share owned on any matter to be
considered by MFC's shareholders. See "DESCRIPTION OF AUTHORIZED SHARES."

DEPOSIT ACCOUNTS AND LOANS. Deposit accounts in the Association, as
converted, will be equivalent in amount, interest rate and other terms to the
present deposit accounts in the Association, and the existing FDIC insurance on
such deposits will not be affected by the Conversion. The Conversion will not
affect the terms of loan accounts or the rights and obligations of borrowers
under their individual contractual arrangements with the Association.

TAX CONSEQUENCES. The consummation of the Conversion is expressly
conditioned on receipt by the Association of a private letter ruling from the
Internal Revenue Service (the "IRS") or an opinion of counsel to the effect that
the Conversion will constitute a tax-free reorganization as defined in Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). The
Association intends to proceed with the Conversion based upon an opinion
rendered by its special counsel, Vorys, Sater, Seymour and Pease, to the
following effect:

(1) The Conversion constitutes a reorganization within the
meaning of Section 368(a)(1)(F) of the Code, and no gain or loss will be
recognized by the Association in its mutual form or in its stock form as a
result of the Conversion. The Association in its mutual form and the
Association in its stock form will each be a "party to a reorganization"
within the meaning of Section 368(b) of the Code;

(2) No gain or loss will be recognized by the Association upon
the receipt of money from MFC in exchange for the capital stock of the
Association, as converted;

(3) The assets of the Association will have the same basis in
its hands immediately after the Conversion as they had in its hands
immediately prior to the Conversion, and the holding period of the assets
of the Association after the Conversion will include the period during
which the assets were held by the Association before the Conversion;

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<PAGE>

(4) No gain or loss will be recognized by the deposit account
holders of the Association upon the issuance to them, in exchange for their
respective withdrawable deposit accounts in the Association immediately
prior to the Conversion, of withdrawable deposit accounts in the
Association immediately after the Conversion, in the same dollar amount as
their withdrawable deposit accounts in the Association immediately prior to
the Conversion, plus, in the case of Eligible Account Holders and
Supplemental Eligible Account Holders, the interests in the Liquidation
Account of the Association, as described below;

(5) The basis of the withdrawable deposit accounts in the
Association held by its deposit account holders immediately after the
Conversion will be the same as the basis of their deposit accounts in the
Association immediately prior to the Conversion. The basis of the
interests in the Liquidation Account received by the Eligible Account
Holders and Supplemental Eligible Account Holders will be zero. The basis
of the nontransferable subscription rights received by Eligible Account
Holders, Supplemental Eligible Account Holders and Other Eligible Members
will be zero (assuming that at distribution such rights have no
ascertainable fair market value);

(6) No gain or loss will be recognized by Eligible Account
Holders, Supplemental Eligible Account Holders or Other Eligible Members
upon the distribution to them of nontransferable subscription rights to
purchase Common Shares (assuming that at distribution such rights have no
ascertainable fair market value), and no taxable income will be realized by
such Eligible Account Holders, Supplemental Eligible Account Holders or
Other Eligible Members as a result of their exercise of such
nontransferable subscription rights;

(8) For purposes of Section 381 of the Code, the Association
will be treated as if there had been no reorganization. The taxable year
of the Association will not end on the effective date of the Conversion.
Immediately after the Conversion, the Association in its stock form will
succeed to and take into account the tax attributes of the Association in
its mutual form immediately prior to the Conversion, including the
Association's earnings and profits or deficit in earnings and profits;

For Ohio tax purposes, the tax consequences of the Conversion will be as
follows:

(1) The Association is a "financial institution" for State of Ohio tax
purposes, and the Conversion will not change such status;

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<PAGE>

(2) The Association is subject to the Ohio corporate franchise tax on
"financial institutions," which is imposed annually at a rate of 1.5% of the
Association's equity capital determined in accordance with generally accepted
accounting principles ("GAAP"), and the Conversion will not change such
status;

(3) As a "financial institution," the Association is not subject to any
tax based upon net income or net profit imposed by the State of Ohio, and the
Conversion will not change such status;

(4) The Conversion will not be a taxable transaction to the Association
in its mutual or stock form for purposes of the Ohio corporate franchise tax.
As a consequence of the Conversion, however, the annual Ohio corporate
franchise tax liability of the Association will increase if the taxable net
worth of the Association (i.e., book net worth computed in accordance with
GAAP at the close of the Association's taxable year for federal income tax
purposes) increases thereby; and

EACH ELIGIBLE ACCOUNT HOLDER, SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDER AND
VOTING MEMBER WHO IS NOT AN ELIGIBLE ACCOUNT HOLDER OR SUPPLEMENTAL ELIGIBLE
ACCOUNT HOLDER (AN "OTHER ELIGIBLE MEMBER") IS URGED TO CONSULT HIS OR HER
OWN TAX ADVISOR WITH RESPECT TO THE EFFECT OF SUCH TAX CONSEQUENCES ON HIS OR
HER OWN PARTICULAR FACTS AND CIRCUMSTANCES.

LIQUIDATION ACCOUNT. In the unlikely event of a complete liquidation of
the Association in its present mutual form, each depositor in the Association
would receive a pro rata share of any assets of the Association remaining
after payment of the claims of all creditors, including the claims of all
depositors to the withdrawable value of their deposit accounts. A
depositor's pro rata share of such remaining assets would be the same
proportion of such assets as the value of such depositor's deposit accounts
bears to the total aggregate value of all deposit accounts in the Association
at the time of liquidation.

In the event of a complete liquidation of the Association in its stock
form after the Conversion, each depositor would have a claim of the same
general priority as the claims of all other general creditors of the
Association. Except as described below, each depositor's claim would be
solely in the amount of the balance in such depositor's deposit account plus
accrued interest. The depositor would have no interest in the assets of the
Association above that amount. Such assets would be distributed to MFC as
the sole shareholder of the Association.

For the purpose of granting a limited priority claim to the assets of
the Association in the event of a complete liquidation thereof to Eligible
Account Holders and Supplemental Eligible Account Holders who continue to
maintain deposit accounts at the Association after the Conversion, the
Association will, at the time of Conversion, establish a liquidation account
in an amount equal to the regulatory capital of the Association as of the
latest practicable date prior to the Conversion at which such regulatory
capital can be determined (the "Liquidation Account"). For this purpose, the
Association will use the regulatory capital figure set forth in its latest
statement of regulatory capital contained in the Prospectus. The Liquidation
Account will not operate to restrict the use or application of any of the
regulatory capital of the Association.

Each Eligible Account Holder and Supplemental Eligible Account Holder
will have a separate inchoate interest (the "Subaccount") in a portion of the
Liquidation Account for savings accounts held on December 31, 1994 (the
"Eligibility Record Date") or June 30, 1996 (the "Supplemental Eligibility
Record Date") as the case may be, the aggregate balance of which is equal to
or greater than $50 (the "Qualifying Deposit").

the last day of each fiscal year of MFC subsequent to the respective record
dates, the balance in the deposit account to which a Subaccount relates is
less than the lesser of (i) the deposit balance in such deposit account at
the close of business on the last day of any other fiscal year of MFC
subsequent to the Eligibility Record Date or the Supplemental Eligibility
Record Date or (ii) the amount of the Qualifying Deposit as of the
Eligibility Record Date or the Supplemental Eligibility Record Date, the
balance of the Subaccount for such deposit account shall be adjusted
proportionately to the reduction in such deposit account balance. In the
event of any such downward adjustment, such Subaccount balance shall not be
subsequently increased notwithstanding any increase in the deposit balance of
the related deposit account. If any deposit account is closed, its related
Subaccount shall be reduced to zero upon such closing.

In the event of a complete liquidation of the converted Association (and
only in such event), each Eligible Account Holder and Supplemental Eligible
Account Holder shall receive from the Liquidation Account a distribution
equal to the current balance in each of such account holder's Subaccounts
before any liquidation distribution may be made to MFC as the sole
shareholder of the Association. Any assets remaining after satisfaction of
such liquidation rights and the claims of the Association's creditors would
be distributed to MFC as the sole shareholder of the Association. No merger,
consolidation, purchase of bulk assets or similar combination or transaction
with another financial institution, the deposits of which are insured by the
FDIC, will be deemed to be a complete liquidation for this purpose and, in
any such transaction, the Liquidation Account shall be assumed by the
surviving institution.

COMMON SHARES. SHARES ISSUED UNDER THE PLAN CANNOT AND WILL NOT BE
INSURED BY THE FDIC. For a description of the characteristics of the Common
Shares, see "DESCRIPTION OF AUTHORIZED SHARES."

INTERPRETATION AND AMENDMENT OF THE PLAN

The Boards of Directors of the Association and MFC will interpret the
Plan. To the extent permitted by law, all interpretations of the Plan by the
Boards of Directors of MFC and the Association will be final. The Plan may
be amended by the Boards of Directors of MFC and the Association at any time
with the concurrence of the OTS and the Division. If the Association and MFC
determine upon advice of counsel and after consultation with the OTS and the
Division that any such amendment is material, subscribers will be notified of
the amendment and will be provided the opportunity to affirm, increase,
decrease or cancel their subscriptions. Any person who does not
affirmatively elect to continue his subscription or elects to rescind his
subscription before the date specified in the notice will have all of his
funds promptly refunded with interest. Any person who elects to decrease his
subscription will have the appropriate portion of his funds promptly refunded
with interest.

CONDITIONS AND TERMINATION

The completion of the Conversion requires the approval of the Plan and
the adoption of the Amended Articles and the Amended Constitution by the
Voting Members of the Association at the Special Meeting and the sale of the
requisite amount of Common Shares within 24 months following the date of such
approval. If these conditions are not satisfied, the Plan will automatically
terminate and the Association will continue its business in the mutual form
of organization. The Plan may be voluntarily terminated by the Board of
Directors at any time before the Special Meeting and at any time thereafter
with the approval of the OTS and the Division.

SUBSCRIPTION OFFERING

THE SUBSCRIPTION OFFERING WILL EXPIRE AT 4:30 P.M., EASTERN TIME, ON
_________, 1997 (THE "SUBSCRIPTION EXPIRATION DATE"). SUBSCRIPTION RIGHTS
NOT EXERCISED BEFORE THE SUBSCRIPTION EXPIRATION DATE WILL BE VOID, WHETHER
OR NOT THE ASSOCIATION HAS BEEN ABLE TO LOCATE EACH PERSON ENTITLED TO SUCH
SUBSCRIPTION RIGHTS.

Nontransferable subscription rights to purchase Common Shares are being
issued at no cost to all eligible persons and entities in accordance with the
preference categories established by the Plan, as described below. Each
subscription right may be exercised only by the person to whom it is issued
and only for his or her own account. EACH PERSON SUBSCRIBING FOR COMMON
SHARES MUST REPRESENT TO THE ASSOCIATION THAT HE OR SHE IS PURCHASING SUCH
SHARES FOR HIS OR HER OWN ACCOUNT AND THAT HE OR SHE HAS NO AGREEMENT OR
UNDERSTANDING WITH ANY OTHER PERSON FOR THE SALE OR TRANSFER OF SUCH SHARES.
ANY PERSON WHO ATTEMPTS TO TRANSFER HIS OR HER SUBSCRIPTION RIGHTS MAY BE
SUBJECT TO PENALTIES AND SANCTIONS, INCLUDING LOSS OF THE SUBSCRIPTION RIGHTS.

The number of Common Shares which a person who has subscription rights
may purchase will be determined, in part, by the total number of Common
Shares to be issued and the availability of Common Shares for purchase under
the preference categories set forth in the Plan and certain other
limitations. See "Limitations on Purchases of Common Shares." The sale of
any

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<PAGE>

Common Shares pursuant to subscriptions received is contingent upon approval
of the Plan by the voting members of the Association at the Special Meeting.

The preference categories and preliminary purchase limitations which
have been established by the Plan, in accordance with applicable regulations,
are as follows:

(a) Each Eligible Account Holder shall receive, without payment
therefor, a nontransferable subscription right to purchase up to the greater
of (i) 2% of the total number of Common Shares to be sold in the Conversion
(26,715 shares at the maximum of the Valuation Range, as adjusted) or (ii) 15
times the product (rounded down to the next whole number) obtained by
multiplying the total number of Common Shares to be sold in connection with
the Conversion by a fraction, the numerator of which is the amount of the
Eligible Account Holder's Qualifying Deposit and the denominator of which is
the total amount of Qualifying Deposits of all Eligible Account Holders,
subject to the overall purchase limitations set forth in Section 10 of the
Plan. See "Limitations on Purchases of Common Shares."

If the exercise of subscription rights by Eligible Account Holders
results in an over-subscription, Common Shares will be allocated among
subscribing Eligible Account Holders in a manner which will, to the extent
possible, make the total allocation of each subscriber equal 100 shares or
the amount subscribed for, whichever is less. Any Common Shares remaining
after such allocation has been made will be allocated among the subscribing
Eligible Account Holders whose subscriptions remain unfilled in the
proportion which the amount of their respective Qualifying Deposits on the
Eligibility Record Date bears to the total Qualifying Deposits of all
Eligible Account Holders on such date. Notwithstanding the foregoing, Common
Shares in excess of 1,161,500, the maximum of the Valuation Range, may be
sold to the ESOP before fully satisfying the subscriptions of Eligible
Account Holders. No fractional shares will be issued. For purposes of this
paragraph (a), increases in the Qualifying Deposits of directors and
executive officers of the Association during the twelve months preceding the
Eligibility Record Date shall not be considered.

(b) The ESOP shall receive, without payment therefor, a nontransferable
subscription right to purchase Common Shares in an aggregate amount of up to
10% of the Common Shares sold in the Conversion, provided that shares remain
available after satisfying the subscription rights of Eligible Account
Holders up to the maximum of the Valuation Range pursuant to paragraph (a)
above. Although the Plan and OTS regulations permit the ESOP to purchase up
to 10% of the Common Shares, MFC anticipates that the ESOP will purchase 8%
of the Common Shares. If the ESOP is unable to purchase all or part of the
Common Shares for which it subscribes, the ESOP may purchase Common Shares on
the open market or may purchase authorized but unissued Common Shares. If
the ESOP purchases authorized but unissued Common Shares, such purchases
could have a dilutive effect on the interests of MFC's shareholders.

(c) Each Supplemental Eligible Account Holder will receive, without
payment therefor, a nontransferable subscription right to purchase up to the
greater of (i) 2% of the total number of Common Shares to be sold in the
Conversion (26,715 shares at the maximum of the Valuation Range, as adjusted)
or (ii) 15 times the product (rounded down to the next whole number) obtained
by multiplying the total number of Common Shares to be sold in connection
with the Conversion by a fraction, the numerator of which is the amount of
the Supplemental Eligible Account Holder's Qualifying Deposit and the
denominator of which is the total amount of Qualifying Deposits of all
Supplemental Eligible Account Holders, subject to the overall purchase
limitations set forth in Section 10 of the Plan. See "Limitations on
Purchases of Common Shares."

If the exercise of subscription rights by Supplemental Eligible Account
Holders results in an oversubscription, Common Shares will be allocated among
subscribing Supplemental Eligible Account Holders in a manner which will, to
the extent possible, make the total allocation of each subscriber equal 100
shares or the amount subscribed for, whichever is less. Any Common Shares
remaining after such allocation has been made will be allocated among the
subscribing Supplemental Eligible Account Holders whose subscriptions remain
unfilled in the proportion which the amount of their respective Qualifying
Deposits on the Supplemental Eligibility Record Date bears to the total
Qualifying Deposits of all Supplemental Eligible Account Holders on such
date. No fractional shares will be issued.

Subscription rights received by Supplemental Eligible Account
Holders will be subordinate to the subscription rights of Eligible Account
Holders and the ESOP.

(d) Each Other Eligible Member, shall receive, without payment
therefor, a nontransferable right to purchase a number of Common shares equal
to up to 2% of the total number of Common Shares to be sold in the

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<PAGE>

Conversion (26,715 shares at the maximum of the Valuation Range, as
adjusted), subject to the overall purchase limitations set forth in Section
10 of the Plan.

In the event of an oversubscription by Other Eligible Members, the
available Common Shares will be allocated among subscribing Other Eligible
Members in the same proportion that their subscriptions bear to the total
amount of subscriptions by all Other Eligible Members; provided, however,
that, to the extent sufficient Common Shares are available, each subscribing
Other Eligible Member shall receive 25 Common Shares before the remaining
available Common Shares are allocated.

The subscription rights granted under this Plan are nontransferable.
Each subscription right may be exercised only by the person to whom it is
issued and only for such person's own account. Each person exercising
subscription rights will be required to certify that such person is
purchasing for such person's own account and that such person has no
agreement or understanding for the sale or transfer of the Common Shares to
which such person subscribes. The Association will use the information
provided on the order form to ensure that those persons subscribing in the
Subscription Offering have subscription rights and that the orders submitted
do not exceed applicable purchase limitations. In order to ensure proper
identification of subscription rights and proper allocations in the event of
an oversubscription, it is the responsibility of each subscriber to provide
correct account verification information and the correct address of the
subscriber's primary residence. The Board of Directors may reject any one or
more subscriptions if based upon the Board of Directors' interpretation of
applicable regulations, such subscriber is not entitled to the shares for
which he or she has subscribed or if the sale of the shares subscribed for
would be in violation of applicable statutes, regulations or rules.

The Association will make reasonable efforts to comply with the
securities laws of all states in the United States in which persons having
subscription rights reside. However, no such person will be offered or
receive any Common Shares under the Plan who resides in a foreign country or
in a state of the United States with respect to which each of the following
apply: (i) a small number of persons otherwise eligible to subscribe for
shares under the Plan resides in such country or state; (ii) under the
securities laws of such country or state, the granting of subscription rights
or the offer or sale of Common Shares to such persons would require MFC or
its officers or directors to register as a broker or dealer or to register or
otherwise qualify its securities for sale in such country or state; and (iii)
such registration or qualification would be impracticable for reasons of cost
or otherwise.

The term "resident" as used herein with respect to the Subscription
Offering means any person who, on the date of submission of an Order Form,
maintained a bona fide residence within a jurisdiction in which the Common
Shares are being offered for sale. If a person is a business entity, the
person's residence shall be the location of the principal place of business.
If the person is a personal benefit plan, the residence of the beneficiary
shall be the residence of the plan. In the case of all other benefit plans,
the residence of the trustee shall be the residence of the plan. In all
cases, the determination of a subscriber's residency shall be in the sole
discretion of the Association and MFC.

COMMUNITY OFFERING

Concurrently with the Subscription Offering, the Association is hereby
offering Common Shares in the Community Offering, subject to the limitations
set forth below and to the extent such shares remain available after the
satisfaction of all subscriptions received in the Subscription Offering. If
subscriptions are received in the Subscription Offering for up to 1,335,725
Common Shares, Common Shares may not be available in the Community Offering.

THE COMMUNITY OFFERING MAY BE TERMINATED AT ANY TIME AFTER ORDERS FOR AT
LEAST 1,335,725 COMMON SHARES HAVE BEEN RECEIVED BUT IN NO EVENT LATER THAN
45 DAYS AFTER THE SUBSCRIPTION EXPIRATION DATE ON ___________, 1997, UNLESS
EXTENDED BY THE ASSOCIATION AND MFC WITH THE APPROVAL OF THE OTS AND THE
DIVISION, IF NECESSARY. IN NO EVENT, HOWEVER, WILL THE COMMUNITY OFFERING
EXTEND BEYOND ___________, ______, WITHOUT THE CONSENT OF THE OTS.

In the event shares are available for the Community Offering, each
person, together with any Associate or groups Acting in Concert, may purchase
in the Community Offering up to 2% of the Common Shares sold in connection
with the Conversion (26,715 shares at the maximum of the Valuation Range, as
adjusted). If an insufficient number of Common Shares is available to fill
all of the orders received in the Community Offering, the available Common
Shares will be allocated in a manner to be determined by the Boards of
Directors of MFC and the Association, subject to the following:

(i) Preference will be given to natural persons who are residents of
Hamilton County, Ohio, the county in which the offices of the Association are
located;

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<PAGE>

(iii) The right of any person to purchase Common Shares in the
Community Offering is subject to the right of MFC and the Association to accept
or reject such purchases in whole or in part.

The term "resident," as used herein with respect to the Community
Offering, means any natural person who, on the date of submission of an Order
Form, maintains a bona fide residence within, as appropriate, Hamilton
County, Ohio, or a jurisdiction in which the Common Shares are being offered
for sale.

LIMITATIONS ON PURCHASES OF COMMON SHARES

The Plan provides for certain additional limitations to be placed upon
the purchase of Common Shares. To the extent Common Shares are available,
the minimum number of Common Shares that may be purchased by any party is 25.
No fractional shares will be issued.

Currently, each Eligible Account Holder, Supplemental Eligible Account
Holder and Other Eligible Member in the Subscription Offering, and each
person, together with his Associates (hereinafter defined) and persons Acting
in Concert, (hereinafter defined) in the Community Offering, may purchase up
to 2% of the Common Shares, subject to the limitation that no person,
together with such person's Associates and persons Acting in Concert, may
purchase more than 4% of the Common Shares sold in connection with the
Conversion. Such limitation does not apply to the ESOP. Subject to
applicable regulations but without further approval of the members of the
Association, the purchase limitation may be increased or decreased after the
commencement of the Offering in the sole discretion of the Boards of
Directors of MFC and the Association. If such amount is increased, persons
who subscribed for the maximum amount will be given the opportunity to
increase their subscriptions up to the then applicable limits, subject to the
rights and preferences of any person who has priority subscription rights.
The Board of Directors of MFC and the Association may, in their sole
discretion, increase the maximum purchase limitation referred to above up to
10%, provided that orders for shares exceeding 5% of the shares to be issued
in the Conversion shall not exceed, in the aggregate, 10% of the shares to be
issued in the Conversion. In the event that the purchase limitation is
decreased after commencement of the Subscription Offering, the order of any
person who subscribed for the maximum number of Common Shares shall be
decreased by the minimum amount necessary so that such person shall be in
compliance with the then maximum number of Common Shares permitted to be
subscribed for by such person.

"Acting in Concert" is defined as "knowing participation in a joint
activity or independent conscious parallel action towards a common goal" or
"a combination or pooling of voting or other interests in the securities of
an issuer for a common purpose." Persons shall be presumed to be acting in
concert with each other if: (i) both are purchasing Common Shares in the
Conversion and are (a) executive officers, directors, trustees, or any one
who performs, or whose nominee or representative performs, a similar policy
making function at a company (other than the Association or MFC) or principal
business units or subsidiaries of a company, or (b) any person who directly
or indirectly owns or controls 10% or more of the stock of a company (other
than the Association or MFC); or (ii) one person provides credit to the other
for the purchase of Common Shares or is instrumental in obtaining that
credit. In addition, if a person is presumed to be acting in concert with
another person, then the person is presumed to act in concert with anyone
else who is, or is presumed to be, acting in concert with that other person.

For purposes of the Plan, (i) the Directors of the Association are not
deemed to be Acting in Concert solely by reason of their membership on the
Board of Directors of the Association and (ii) an associate of a person (an
"Associate") is: (a) any corporation or organization (other than the
Association) of which such person is an officer, partner or, directly or
indirectly, the beneficial owner of 10% or more of any class of equity
securities; (b) any trust or other estate in which such person has a substantial
beneficial interest or as to which such person serves as trustee or in a similar
fiduciary capacity; and (c) any relative or spouse of such person, or relative
of such spouse, who either has the same home as such person or who is a director
or officer of the Association. Executive officers and directors of the
Association and their Associates, may not purchase, in the aggregate, more than
35% of the total number of Common Shares sold in the Conversion. Shares
acquired by the ESOP will not, pursuant to regulations governing the Conversion,
be aggregated with the shares purchased by the directors, officers and employees
of the Association.

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<PAGE>

Purchases of Common Shares in the Offering are also subject to the
change in control regulations which restrict direct and indirect purchases of
10% or more of the stock of any savings association by any person or group of
persons acting in concert, under certain circumstances. See "RESTRICTIONS ON
ACQUISITION OF MFC AND THE ASSOCIATION AND RELATED ANTI-TAKEOVER PROVISIONS
- -Federal Law and Regulation" in the Prospectus.

After the Conversion, Common Shares, except for Common Shares purchased
by officers and directors of MFC and the Association, will be freely
transferable, subject to OTS and Division regulations. See "Restrictions on
Transferability of Common Shares by Officers and Directors."

MARKETING PLAN

The offering of the Common Shares is made only pursuant to this
Prospectus which is available to all eligible subscribers by mail.
Additional copies are available at the offices of the Association. See
"ADDITIONAL INFORMATION AND ORDER FORMS." Officers and directors of the
Association will be available to answer questions about the Conversion and
may also hold informational meetings for interested persons. Such officers
and directors will not be permitted to make statements about MFC or the
Association unless such information is also set forth in this Prospectus, nor
will they render investment advice. MFC will rely on Rule 3a4-1 under the
Securities Exchange Act of 1934 (the "Exchange Act"), and sales of Common
Shares will be conducted within the requirements of Rule 3a4-1, which will
permit officers, directors and employees of MFC and the Association to
participate in the sale of Common Shares. No officer, director or employee
of MFC or the Association will be compensated in connection with his
participation by the payment of commissions or other remuneration based
either directly or indirectly on the transactions in the Common Shares.

To assist MFC and the Association in marketing the Common Shares, the
Association has retained the services of Charles Webb & Company, a division
of Keefe, Bruyette & Woods, Inc. ("WEBB"), a broker-dealer registered with
the SEC and member of the National Association of Securities Dealers, Inc.
("NASD"). Webb will assist the Association in (i) training and educating the
Association's employees regarding the mechanics and regulatory requirements
of the conversion process; (ii) conducting information meetings for
subscribers and other potential purchasers; and (iii) keeping records of all
stock subscriptions. For providing these services, the Association has
agreed to pay Webb (a) a management fee of $25,000, all of which has been
paid, and (b) a marketing fee of 1.5% of the aggregate dollar amount of
Common Shares sold in the Subscription Offering and the Community Offering,
excluding shares sold by Selected Brokers (as defined below), if any, and
shares purchased by the ESOP and directors, officers, and employees of the
Association and members of their immediate families. The management fee will
be deducted from the marketing fee. Webb will also receive a fee of $6,500
for the performance of conversion agent and other data processing duties,
which Webb shall subcontract. Webb is not obligated to purchase any Common
Shares.

The Association has also agreed to reimburse Webb for its legal fees and
disbursements in an amount not to exceed $25,000. The Association and MFC
have also agreed to indemnify Webb, under certain circumstances, against
liabilities and expenses (including legal fees) arising out of or based upon
untrue statements or omissions contained in the materials used in the
Offering or in various documents submitted to regulatory authorities in
respect of the Conversion, including liabilities under the Securities Act of
1933, as amended (the "Act").

SELECTED BROKERS

If Common Shares remain available after the satisfaction of all
subscriptions received in the Subscription Offering, Webb may enter into an
agreement with certain brokers (the "Selected Brokers") to assist in the sale
of Common Shares in the Community Offering. If Selected Brokers are used,
Webb will receive commissions of no more than 5.5% of the aggregate purchase
price of the Common Shares sold in the Community Offering by the Selected
Brokers, and Webb will pay to the Selected Brokers a portion of the 5.5%
commission pursuant to selected dealer agreements. During the Community
Offering, Selected Brokers may only solicit indications of interest from
their customers to place orders with the Association as of a certain date
(the "Order Date") for the purchase of Common Shares. When and if the
Association believes that enough indications of interest and orders have been
received in the Community Offering to consummate the Conversion, Webb will
request, as of the Order Date, Selected Brokers to submit orders to purchase
shares for which they have previously received indications of interest from
the customers. Selected Brokers will send confirmations of the orders to
such customers on the next business day after the Order Date. Selected
Brokers will debit the accounts of their customers on the date which will be
three business days from the Order Date (the "Settlement Date"). On the
Settlement Date, funds received by Selected Brokers will be remitted to the
Association. It is anticipated that the Conversion will be consummated on
the Settlement Date. However, if consummation is delayed after payment has
been received by the Association from

-12-
<PAGE>

Selected Brokers, funds will earn interest at the passbook rate, currently an
annual percentage yield of ____%, until the completion of the offering.
Funds will be returned promptly in the event the Conversion is not
consummated.

EFFECT OF EXTENSION OF COMMUNITY OFFERING

If the Community Offering extends beyond 45 days after the Subscription
Expiration Date, persons who have subscribed for Common Shares in the
Subscription Offering or in the Community Offering will receive a written
notice that they have the right to increase, decrease or rescind their
subscriptions for Common Shares at any time prior to 20 days before the end
of the extension period. Any person who does not affirmatively elect to
continue his subscription or elects to rescind his subscription during any
such extension will have all of his funds promptly refunded with interest.
Any person who elects to decrease his subscription during any such extension
shall have the appropriate portion of his funds promptly refunded with
interest.

USE OF ORDER FORMS

Subscriptions for Common Shares in the Subscription Offering and in the
Common Shares in the Community Offering may be made only by completing and
submitting an order form (the "Order Form"). Any person who desires to
subscribe for Common Shares in the Subscription Offering or order Common
Shares in the Community Offering must do so by delivering to the Association
at 7522 Hamilton Avenue, Mt. Healthy, Ohio 45231, by mail or in person, prior
to 4:30 p.m., Eastern Time, on _______, 1996, a properly executed and
completed Order Form, together with full payment of the subscription price of
$10 for each Common Share for which subscription is made. ANY ORDER FORM
WHICH IS NOT RECEIVED BY THE ASSOCIATION PRIOR TO 4:30 P.M., EASTERN TIME, ON
________, 1996, OR FOR WHICH FULL PAYMENT HAS NOT BEEN RECEIVED BY THE
ASSOCIATION PRIOR TO SUCH TIME, WILL NOT BE ACCEPTED. PHOTOCOPIES,
TELECOPIES OR OTHER REPRODUCTIONS OF ORDER FORMS WILL NOT BE ACCEPTED. See
"ADDITIONAL INFORMATION AND ORDER FORMS." THE FAILURE TO DELIVER A PROPERLY
EXECUTED ORIGINAL ORDER FORM AND FULL PAYMENT IN A MANNER BY WHICH THEY ARE
ACTUALLY RECEIVED BY MFC NO LATER THAN 4:30 P.M. ON THE SUBSCRIPTION
EXPIRATION DATE WILL PRECLUDE THE PURCHASE OF COMMON SHARES IN THE
SUBSCRIPTION OFFERING AND THE COMMUNITY OFFERING.

AN EXECUTED ORDER FORM, ONCE RECEIVED BY MFC, MAY NOT BE MODIFIED,
AMENDED OR RESCINDED WITHOUT THE CONSENT OF MFC, UNLESS (I) THE COMMUNITY
OFFERING IS NOT COMPLETED WITHIN 45 DAYS AFTER THE SUBSCRIPTION EXPIRATION
DATE OR (II) THE FINAL VALUATION OF THE ASSOCIATION, AS CONVERTED, IS LESS
THAN $8,585,000 OR MORE THAN $13,357,250. IF EITHER OF THOSE EVENTS OCCUR,
PERSONS WHO HAVE SUBSCRIBED FOR COMMON SHARES IN THE SUBSCRIPTION OFFERING OR
ORDERED COMMON SHARES IN THE COMMUNITY OFFERING WILL RECEIVE WRITTEN NOTICE
THAT, UNTIL A DATE SPECIFIED IN THE NOTICE, THEY HAVE A RIGHT TO AFFIRM,
INCREASE, DECREASE OR RESCIND THEIR SUBSCRIPTIONS OR ORDERS. ANY PERSON WHO
DOES NOT AFFIRMATIVELY ELECT TO CONTINUE HIS SUBSCRIPTION OR ORDER OR ELECTS
TO RESCIND HIS SUBSCRIPTION OR ORDER DURING ANY SUCH EXTENSION WILL HAVE ALL
OF HIS FUNDS PROMPTLY REFUNDED WITH INTEREST. ANY PERSON WHO ELECTS TO
DECREASE HIS SUBSCRIPTION OR ORDER DURING ANY SUCH EXTENSION WILL HAVE THE
APPROPRIATE PORTION OF HIS FUNDS PROMPTLY REFUNDED WITH INTEREST. IN
ADDITION, IF THE MAXIMUM PURCHASE LIMITATION IS INCREASED TO MORE THAN 26,715
COMMON SHARES, PERSONS WHO HAVE SUBSCRIBED FOR 26,715 COMMON SHARES WILL BE
GIVEN THE OPPORTUNITY TO INCREASE THEIR SUBSCRIPTIONS.

PAYMENT FOR COMMON SHARES

Payment of the subscription or order price for all Common Shares for
which subscription or order is made must accompany all completed Order Forms
in order for subscriptions or orders to be valid. Payment for Common Shares
may be made (i) in cash, if delivered in person; (ii) by check, bank draft or
money order made payable to the Association; or (iii) by authorization of
withdrawal from deposit accounts in the Association (other than non
self-directed IRAs). The Association cannot lend money or otherwise extend
credit to any person to purchase Common Shares, other than the ESOP.

Payments made in cash or by check, bank draft or money order will be
placed in a segregated savings account insured by the FDIC up to applicable
limits until the Conversion is completed or terminated. Interest will be
paid by the Association on such account at the Association's passbook savings
account rate, currently annual percentage yield of ___%, from the date
payment is received until the Conversion is completed or terminated.
Payments made by check will not be deemed to have been received until such
check has cleared for payment.

-13-
<PAGE>

for any purpose other than to purchase Common Shares, unless the Conversion
is terminated. All sums authorized for withdrawal will continue to earn
interest at the contract rate for such account or certificate until the
completion or termination of the Conversion. Interest penalties for early
withdrawal applicable to certificate accounts will be waived in the case of
withdrawals authorized for the purchase of Common Shares. If a partial
withdrawal from a certificate account results in a balance less than the
applicable minimum balance requirement, the certificate will be canceled and
the remaining balance will earn interest at the Association's passbook rate
subsequent to the withdrawal.

Persons who are beneficial owners of IRAs maintained at the Association
do not personally have subscription rights related to such account. The
account itself, however, may have subscription rights. In order to utilize
funds in an IRA maintained at the Association, the funds must be transferred
to a self-directed IRA that permits the funds to be invested in stock. The
beneficial owner of the IRA must direct the trustee of the account to use
funds from such account to purchase Common Shares in connection with the
Conversion. THIS CANNOT BE DONE THROUGH THE MAIL. Persons who are
interested in utilizing IRAs at the Association to subscribe for Common
Shares should contact the Conversion Information Center at (513)___-____ for
instructions and assistance.

Subscriptions and orders will not be filled by the Association until
subscriptions and orders have been received in the Offering for up to 858,000
Common Shares, the minimum point of the Valuation Range. If the Conversion
is terminated, all funds delivered to the Association for the purchase of
Common Shares will be returned with interest, and all charges to deposit
accounts will be rescinded. If subscriptions and orders are received for at
least 833,000 Common Shares, subscribers and other purchasers will be
notified by mail, promptly on completion of the sale of the Common Shares, of
the number of shares for which their subscriptions or orders have been
accepted. The funds on deposit with the Association for the purchase of
Common Shares will be withdrawn and paid to MFC in exchange for the Common
Shares. Certificates representing Common Shares will be delivered promptly
thereafter. The Common Shares will not be insured by the FDIC.

If the ESOP subscribes for Common Shares in the Subscription Offering,
the ESOP will not be required to pay for the shares subscribed for at the
time it subscribes but may pay for such Common Shares upon consummation of
the Conversion.

SHARES TO BE PURCHASED BY MANAGEMENT PURSUANT TO SUBSCRIPTION RIGHTS

<TABLE>

Name Total shares(2) Percent of total offering(1) Aggregate purchase price(2)
- ---- --------------- ---------------------------- ---------------------------

<S> <C> <C> <C>
Robert Gandenberger 2,000 0.20% $ 20,000
L. Craig Martin 40,400 4.00 404,000
John T. Larimer (3) 20,200 2.00 202,000
------ ---- -------
------ ---- -------
Rae Skirvin Larimer (3) 15,200 1.50 152,000
------ ---- -------
------ ---- -------
R. C. Meyerenke 2,500 0.25 25,000
Edgar H. May 5,000 0.50 50,000
----- ---- ------
----- ---- ------
Una Schaeperklaus (3) 5,000 0.50 50,000
----- ---- ------
----- ---- ------
Wilbur H. Tisch 5,000 0.50 50,000
Kathleen A. White 500 0.05 5,000
Julie M. Bertsch 5,000 0.50 50,000
----- ---- ------
----- ---- ------
Thomas A. Gerdes 3,000 0.30 30,000
----- ---- ------
----- ---- ------
All directors and
executive officers 103,800 10.28% $1,038,000
as a group (11 ------- ------ ----------
persons) ------- ------ ----------

</TABLE>

_____________________________

(1) Assumes that 1,010,000 Common Shares, the mid-point of the
Valuation Range, will be sold in connection with the Conversion at $10 per
share and that a sufficient number of Common Shares will be available to
satisfy the intended purchases by directors and executive officers. See
"Pricing and Number of Common Shares to be Sold."

(2) Amounts under "Total shares" and "Aggregate purchase price" may increase
in the event that more than 1,010,000 Common Shares are sold in connection
with the Conversion.

-14-
<PAGE>

<PAGE>

(3) John T. Larimer is Rae Skirvin Larimer's spouse and Una Schaeperklaus'
sister-in-law. Rae Skirvin Larimer and Una Schaeperklaus are sisters.

All purchases by executive officers and directors of the Association are
being made for investment purposes only and with no present intent to resell.

PRICING AND NUMBER OF COMMON SHARES TO BE SOLD

Three valuation methods were used by Keller: price to book value; price to
earnings; and price to assets. The most emphasis was placed on the price to
book value method. The price to book value method compares the pro forma book
value of the Association, which takes into consideration the going concern value
of a thrift institution, to the book value of the comparable group. Upward and
downward adjustments are made, as appropriate, to account for variations between
the Association and the comparable group on specific factors. The net
Conversion proceeds are included for purposes of determining the pro forma book
value of the Association. The book value method focuses on the Association's
financial condition and does not give as much consideration to earnings. The
price to earnings method is used to ascertain the multiple of earnings at which
the Association is likely to trade, based on the multiple of earnings at which a
comparable group of thrift institutions trades. The comparable group consisted
of 10 thrift institutions located in the Midwest which had similar operating and
financial characteristics to the Association. In calculating the price to
earnings ratio, Keller used the Association's core earnings for the year ended
March 31, 1996. The use of core earnings eliminates items which are not
generated by the principal business activities of the Association. The price to
assets method does not consider the Association's financial condition or
earnings. Consequently, it is not heavily relied on in valuing financial
institutions. In determining the reasonableness and adequacy of the appraisal,
the Board of Directors reviewed and considered the foregoing methodology and the
appropriateness of the assumptions used by Keller in the preparation of the
appraisal.

The Pro Forma Value of the Association, as converted, determined by Keller,
is $10,100,000 as of August 2, 1996. The Valuation Range established in
accordance with the Plan is $8,585,000 to $1,615,000, which, based upon a per
share offering price of $10, will result in the sale of between 858,000 and
1,161,500 Common Shares. The total number of Common Shares sold in the
Conversion will be determined in the discretion of the Board of Directors, based
on the Valuation Range. Pro forma shareholders' equity per share and pro forma
earnings per share decrease moving from the low end to the high end of the
Valuation Range. See "PRO FORMA DATA."

-15-

<PAGE>

who does not affirmatively elect to continue his subscription or elects to
rescind his subscription before the date specified in the notice will have
all of his funds promptly refunded with interest. Any person who elects to
decrease his subscription will have the appropriate portion of his funds
promptly refunded with interest.

RESTRICTIONS ON REPURCHASE OF COMMON SHARES

Ohio regulations prohibit MFC from repurchasing shares during the first
year after the Conversion if the effect thereof would cause the Association not
to meet its capital requirements.

RESTRICTIONS ON TRANSFER OF COMMON SHARES BY DIRECTORS AND OFFICERS

-16-

<PAGE>

affiliates) is generally entitled to sell in the public market, without
registration, in any three-month period, a number of shares which does not
exceed the greater of (i) 1% of the number of outstanding shares of MFC or
(ii) if the shares are admitted to trading on a national securities exchange
or reported through the automated quotation system of a registered securities
association, such as Nasdaq Small Cap, the average weekly reported volume of
trading during the four weeks preceding the sale.

RIGHTS OF REVIEW

USE OF PROCEEDS

The following table presents the estimated gross and net proceeds from the
sale of the Common Shares, based on the Valuation Range:

<TABLE>
<CAPTION>
Minimum Mid-point Maximum Maximum, as adjusted
------- --------- ------- --------------------
<S> <C> <C> <C> <C>
Gross proceeds $8,585,000 $10,100,000 $11,615,000 $13,357,250
Less estimated expenses 417,000 435,000 453,000 473,000
---------- ----------- ----------- -----------
Total net proceeds $8,168,000 $ 9,665,000 $11,162,000 $12,884,250
---------- ----------- ----------- -----------
---------- ----------- ----------- -----------
</TABLE>

The remainder of the net proceeds received from the sale of the Common
Shares, approximately $4.8 million at the mid-point of the Valuation Range,
will be invested by MFC in the capital stock to be issued by the Association
to MFC as a result of the Conversion and will increase the regulatory capital
of the Association. Initially, for liquidity purposes and to fund purchases
of common shares for the RRP, the Association will invest approximately
$800,000 in U.S. Treasury and government agency securities with maturities of
three years or less and short-term interest-bearing deposits. The
Association expects to increase its loan origination staff and utilize the
balance of the net proceeds to originate fixed-rate and adjustable rate
mortgage loans. No assurance can be provided, however, with respect to when
such hiring or originations will occur or the effect such efforts will have
on the Association's financial condition or earnings.

MARKET FOR COMMON SHARES

-17-

<PAGE>

The aggregate offering price for the Common Shares is based upon an
independent appraisal of the Association. The appraisal of the pro forma market
value of the Association, as converted, does not represent Keller's opinion as
to the price at which the Common Shares may trade, and such appraisal is not a
recommendation as to the advisability of purchasing Common Shares. No assurance
can be given that the Common Shares may later be resold at the price at which
they are purchased in connection with the Conversion. See "RISK FACTORS -
Absence of Market for Common Shares" in the Prospectus.

DIVIDEND POLICY

Other than earnings on the investment of the proceeds retained by MFC and
interest earned on the loan to the ESOP, the only source of income of MFC will
be dividends periodically declared and paid by the Board of Directors of the
Association on the common shares of the Association held by MFC. The
declaration and payment of dividends by the Association to MFC will be subject
to the discretion of the Board of Directors of the Association, to the earnings
and financial condition of the Association, to general economic conditions and
to federal and state restrictions on the payment of dividends by thrift
institutions. Under regulations of the OTS applicable to converted
associations, the Association will not be permitted to pay a cash dividend on
its capital stock after the Conversion if its regulatory capital would, as a
result of the payment of such dividend, be reduced below the amount required for
the Liquidation Account or the applicable regulatory capital requirement
prescribed by the OTS. See "THE CONVERSION - Principal Effects of the
Conversion -- Liquidation Account" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity and Capital Resources"
in the Prospectus. The Association may not pay a dividend unless such dividend
also complies with an OTS regulation limiting capital distributions by savings
and loan associations. Capital distributions, for purposes of such regulation,
include, without limitation, payments of cash dividends, repurchases and certain
other acquisitions by an association of its shares and payments to stockholders
of another association in an acquisition of such other association. See
"REGULATION - Office of Thrift Supervision -- Limitations on Capital
Distributions" in the Prospectus.

-18-

<PAGE>

CAPITALIZATION

<TABLE>
<CAPTION>
Pro forma capitalization of MFC
at September 30, 1996, assuming the sale of:
---------------------------------------------------------------------------
858,500 1,010,000 1,161,500 1,335,725
Historical Common Common Common Common
capitalization Shares Shares Shares Shares
of the Association (Offering (Offering (Offering (Offering
at September 30, price of price of price of price of
1996 $10.00 per share) $10.00 per share) $10.00 per share) $10.00 per share)
------------------ ----------------- ----------------- ----------------- ----------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Deposits(1) $37,282 $37,282 $37,282 $37,282 $37,282
======= ======= ======= ======= =======

Borrowings $ - $ - $ - $ - $ -
======= ======= ======= ======= =======

Capital and retained earnings:
Preferred Shares, no par value
per share: authorized - 1,000,000
shares, assumed outstanding - none $ - $ - $ - $ - $ -

Common Shares, no par value per
share: authorized - 4,000,000
shares; assumed outstanding - as
shown (2)

Additional paid-in capital - 8,168 9,665 11,162 12,884

Less Common Shares acquired by the
ESOP (3) - (687) (808) (929) (1,069)

Less Common Shares acquired by
the RRP (4) - (343) (404) (465) (534)

Retained earnings, net, substantially
restricted (5) 7,514 7,514 7,514 7,514 7,514
------- ------- ------- ------- -------

Total capital and retained
earnings $ 7,514 $14,652 $15,967 $17,282 $18,795
======= ======= ======= ======= =======

</TABLE>

____________________________________

(2) The number of Common Shares to be issued will be determined on the basis of
the final valuation of the Association. See "THE CONVERSION - Pricing and
Number of Common Shares to be Sold." Common Shares assumed outstanding
does not reflect the issuance of any common shares which may be reserved
for issuance under the Stock Option Plan. See "MANAGEMENT - Stock Benefit
Plans -- Stock Option Plan." Reflects receipt of the proceeds from the
sale of the Common Shares, net of estimated expenses. Estimated expenses
include estimated sales commissions payable to Webb. Such sales
commissions have been computed based on the following assumptions: (i)
approximately 19% of the Common Shares sold in the Offering will be
purchased by directors, officers and employees of the Association and the
members of their immediate families; (ii) 8% of the Common Shares sold in
the Offering will be purchased by the ESOP; and (iii) 73% of the Common
Shares sold in the Offering will be purchased in the Subscription Offering
with sales commissions of 1.5% of the aggregate dollar amount of such
Common Shares.

-19-

<PAGE>

PRO FORMA DATA

-20-
<PAGE>

At and for the year ended September 30, 1996, assuming the sale of:
------------------------------------------------------------------------------
858,500 1,010,000 1,161,500 1,335,725
Common Shares Common Shares Common Shares Common Shares
(Offering price of (Offering price of (Offering price of (Offering price of
$10.00 per share) $10.00 per share) $10.00 per share) $10.00 per share)
------------------ ------------------ ------------------ ------------------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Gross proceeds $ 8,585 $10,100 $11,615 $13,357
Estimated expenses 417 435 453 473
------- ------- ------- -------
Estimated net proceeds 8,168 9,665 11,162 12,884

Less Common Shares acquired by the RRP (1) (343) (404) (465) (534)

Net earnings:
Historical $ 224 $ 224 $ 224 $ 224
Pro forma income on net proceeds 269 319 369 426
Pro forma adjustment for the RRP (1) (45) (53) (61) (70)
Pro forma adjustment for the ESOP (2) (45) (53) (61) (71)
------- ------- ------- -------
Pro forma net earnings $ 403 $ 437 $ 471 $ 509
------- ------- ------- -------
------- ------- ------- -------

Earnings per share:
Historical $ .26 $ .22 $ .19 $ .17
Pro forma income on net proceeds .31 .32 .32 .32
Pro forma adjustment for the RRP (1) (.05) (.05) (.05) (.05)
Pro forma adjustment for the ESOP (2) (.05) (.05) (.05) (.05)
------- ------- ------- -------

Pro forma earnings per share (3)(4) $ .47 $ .44 $ .41 $ .39
------- ------- ------- -------
------- ------- ------- -------

Offering price as a multiple of pro forma
earnings per share 21.28x 22.73x 24.39x 25.64x
------- ------- ------- -------
------- ------- ------- -------

Shareholders' equity: (5)
Historical $ 7,514 $ 7,514 $ 7,514 $ 7,514
Estimated net proceeds from the sale of
Common Shares 8,168 9,665 11,162 12,884
Less unearned RRP shares (1) (343) (404) (465) (534)
Less unearned ESOP shares (2) (687) (808) (929) (1,069)
------- ------- ------- -------
Pro forma shareholders' equity $14,652 $15,967 $17,282 $18,795
------- ------- ------- -------
------- ------- ------- -------

Per share shareholders' equity:
Historical $ 8.75 $ 7.44 $ 6.47 $ 5.63
------- ------- ------- -------
------- ------- ------- -------
Estimated net proceeds 9.51 9.57 9.61 9.65
Less unearned RRP shares (1) (.40) (.40) (.40) (.40)
Less unearned ESOP shares (2) (.80) (.80) (.80) (.80)
------- ------- ------- -------

Pro forma shareholders' equity per
share (3) $ 17.06 $ 15.81 $ 14.88 $ 14.08
------- ------- ------- -------
------- ------- ------- -------

Ratio of offering price to pro forma
shareholders' equity per share 58.62% 63.25% 67.20% 71.02%
------- ------- ------- -------
------- ------- ------- -------

</TABLE>

____________________________________

(Footnotes on next page)

-21-

<PAGE>

(3) No effect has been given to shares reserved for issuance upon the exercise
of options pursuant to the Stock Option Plan. See "MANAGEMENT - Stock
Benefit Plans -- Stock Option Plan."

(4) Does not give effect to SOP 93-6. Assumes that the ESOP holds 68,680
shares, 80,800 shares, 92,920 shares and 106,858 shares for purposes
of computing earnings per share. Pursuant to SOP 93-6, only ESOP
shares which will be allocated over the period are included in
the earnings per share calculation. Application of SOP 93-6 to
the year ended September 30, 1996, would result in an earnings per share
presentation of $.51, $.47, $.44 and $.41, reflecting weighted average
shares outstanding of 796,688 shares, 937,280 shares, 1,077,872 shares and
1,239,553 shares at the minimum, mid-point, maximum and adjusted maximum of
the Valuation Range. SOP 93-6 also requires ESOP expense to be measured
based on the fair value of the shares to be allocated. The table reflects
the ESOP cost at the $10 offering price of the Common Shares in the
Conversion, which may be more or less than the fair value at which the
shares are ultimately allocated.

-22-

<PAGE>

SELECTED FINANCIAL INFORMATION AND OTHER DATA

At September 30,
------------------------------------------------------
SELECTED FINANCIAL CONDITION (1): 1996 1995 1994 1993 1992
- --------------------------------- ------- ------- ------- ------- -------
(In thousands)
<S> <C> <C> <C> <C> <C>
Total amount of:
Assets $45,547 $45,734 $45,340 $46,942 $47,556
Cash and cash equivalents 4,082 4,013 6,380 18,289 15,126
Certificates of deposit in other financial
institutions 7,040 7,139 6,139 1,789 4,164
Investment securities - at cost 9,062 7,984 5,919 3,525 3,243
Investment securities designated as available
for sale - at market 712 504 - - -
Mortgage-backed securities - at cost 1,549 2,211 2,441 3,661 5,793
Loans receivable - net 21,996 23,018 23,658 18,945 18,616
Real estate acquired through foreclosure - - - 79 -
Deposits 37,282 38,056 38,674 40,703 41,719
Unrealized gains on securities designated as available
for sale (2) 451 314 - - -
Retained earnings, net, substantially 7,514 7,153 6,372 5,960 5,550
restricted

</TABLE>
<TABLE>
<CAPTION>

Year ended September 30,
------------------------
SELECTED OPERATING DATA (1): 1996 1995 1994 1993 1992
- ---------------------------- ------ ------ ------ ------ ------
(In thousands)
<S> <C> <C> <C> <C> <C>
Interest income $3,261 $3,182 $2,908 $3,095 $3,500
Interest expense 1,758 1,622 1,478 1,706 2,318
Net interest income 1,503 1,560 1,430 1,389 1,182
Provision for losses on loans 13 - - 10 11
Net interest income after
provision for losses on
loans 1,490 1,560 1,430 1,379 1,171
Other income 7 812 108
General, administrative and 1,153 861 836 697 710
other expenses
Earnings before income taxes 344 707 606 692 469
Federal income taxes 120 240 194 223 138
------ ------ ------ ------ ------
Net earnings $ 224 $ 467 $ 412 $ 469 $ 331
------ ------ ------ ------ ------
------ ------ ------ ------ ------

</TABLE>
___________________________

(1) The pre-1995 financial information presented above has been restated
to reflect the merger of The Cleves-North Bend Building and Loan
Company ("Cleves-North Bend") into Market and provides such
information on a combined entity basis.

(2) The Association adopted Statement of Financial Accounting Standards
("SFAS") No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," on October 1, 1994. As of and subsequent to
that date, the Association carries at market value securities
designated as available for sale.

-23-
<PAGE>

At or for the year ended September 30,
------------------------------------------------------------------
SELECTED FINANCIAL RATIOS AND OTHER DATA: 1996 1995 1994 1993 1992
- ----------------------------------------- ------ ------ ------- ------ ------
<S> <C> <C> <C> <C> <C>
Performance ratios:
Return on average assets (1)(2)(3) 0.49% 1.03% 0.89% 0.99% 0.70%
Return on average equity (2)(3)(4) 3.05 6.91 6.68 8.15 6.15
Interest rate spread (5) 2.66 2.93 2.98 2.58 1.98
Net interest margin (6) 3.36 3.55 3.29 3.03 2.57
Operating expenses to average assets 2.53 1.89 1.81 1.48 1.51
Equity to assets (7) 16.50 15.64 14.05 12.70 11.67

Asset quality ratios:
Nonperforming assets to total assets 0.31 - - 0.58 0.57
Nonperforming loans to total loans 0.63 - - 1.02 1.46
Allowance for losses on loans to total loans 0.24 0.17 0.16 0.21 0.18
Allowance for losses on loans to nonperforming
loans 37.41 N/M(8) N/M(8) 20.21 12.18
Net charge-offs to average loans - - - (0.02) (0.05)
Average interest-earning assets to average
interest-bearing liabilities 117.78 116.62 109.04 112.38 111.54

Other data:
Number of full service offices 2 2 1 1 1

</TABLE>

_________________________

(1) Net earnings divided by average assets.

(2) Based on arithmetic average of beginning and ending balances.

(4) Net earnings divided by average equity capital.

(5) Average yield on interest-earning assets less average cost of interest-
bearing liabilities.

(6) Net interest income as a percentage of average interest-earning assets.

(7) At the end of the respective periods.

(8) Not meaningful, as the Association had no nonperforming loans at September
30, 1995 or 1994.

-24-

<PAGE>

LEGAL PROCEEDINGS

The Association is not presently involved in any material legal
proceedings. From time to time, the Association is a party to legal
proceedings incidental to its business to enforce its security interest in
collateral pledged to secure loans made by the Association.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

MFC. The Board of Directors of MFC consists of seven members divided
into two classes. All of the directors of MFC were initially elected to the
Board of Directors in 1996. Each director is elected for a two-year term and
until his or her successor is elected or until his or her earlier
resignation, removal from office or death. The Board of Directors of MFC
met twice during the fiscal year ended September 30, 1996, and all directors
of MFC attended each meeting. The following table presents certain
information in respect of the members of the Board of Directors and the
executive officers of MFC:

Name Age(1) Position Term Expires
- ---- ----- -------- ------------
Robert Gandenberger 68 Director 1998
John T. Larimer 63 Director and President 1998
Rae Skirvin Larimer 60 Director and Secretary 1999
Edgar H. May 72 Director and Vice President 1998
R. C. Meyerenke 74 Director and Treasurer 1999
Wilbur H. Tisch 80 Director 1999
Kathleen A. White 39 Director 1999
Julie M. Bertsch 35 Chief Financial Officer -

- ------------------------------
(1) At December 31, 1996

ROBERT GANDENBERGER. Mr. Gandenberger retired as Supervisor of the
Hamilton County Ohio Recorder's Office in 1994. From 1991 to 1994, Mr.
Gandenberger served as a director of Cleves-North Bend.

JOHN T. LARIMER. Mr. Larimer, an attorney, has served as President of
the Association since 1993 and as Managing Officer of the Association since
November 1995. He has been a director of the Association since 1976. Mr.
Larimer is Rae Skirvin Larimer's spouse and is a brother-in-law of Una
Schaeperklaus, a director of the Association.

EDGAR H. MAY. Mr. May has served as a director of the Association since
1992. From 1960 until his retirement in 1994, Mr. May was a broker and
partner in Ed May Realty Co., located in Deer Park, Ohio.

R. C. MEYERENKE. Mr. Meyerenke has served the Association as a director
since 1974 and as the Secretary and the Treasurer since 1972. From 1974
until his retirement in 1991, Mr. Meyerenke was the Managing Officer of the
Association.

WILBUR H. TISCH. Mr. Tisch retired as owner and President of General
Metal Works in 1983. Mr. Tisch served as director of Cleves-North Bend from
1975 to 1994 and as President from 1986 to 1994.

KATHLEEN A. WHITE. Ms. White has been employed as a real estate title
examiner since 1980.

-25-

<PAGE>

JULIE M. BERTSCH. Ms. Bertsch, a Certified Public Accountant, was hired
as Chief Financial Officer of MFC and the Association in June 1996. Prior to
joining MFC, Ms. Bertsch was associated from August 1987 until June 1996 with
Grant Thornton LLP, independent certified public accountants.

THE ASSOCIATION. The Amended Constitution of the Association provides
for a Board of Directors consisting of not less than five nor more than seven
directors. The Board of Directors of the Association currently consists of
five directors. Each director serves for a three-year term. The Board of
Directors met 31 times during the fiscal year ended September 30, 1996, for
regular and special meetings. No director attended fewer than 75% of the
aggregate of such meetings and all meetings of the committees of which such
director was a member.

The following table presents certain information with respect to the
present directors and executive officers of the Association:

Year of
Position(s) with commencement Term
Name the Association of directorship expires
- ---- ---------------- --------------- -------
John T. Larimer Director, President and
Managing Officer 1975 2000
L. Craig Martin Director 1996 2000
R. C. Meyerenke Director and Treasurer 1974 1999
Edgar H. May Director 1992 1998
Una Schaeperklaus Director and Secretary 1992 1998
Julie M. Bertsch Chief Financial Officer - -
Thomas A. Gerdes Vice President/Lending - -

L. CRAIG MARTIN. In October 1996 Mr. Martin was appointed by the Board
of Directors to fill the vacancy created by the death of David H. Korn. Mr.
Martin has served for 20 years as President of Environmetrics, Inc., an
architectural firm and commercial and residential construction company he
founded. From 1992 to 1994, Mr. Martin served as a director of Cleves-North
Bend.

UNA SCHAEPERKLAUS. Ms. Schaeperklaus has served as a director of the
Association since 1992. From 1986 to 1992, Ms. Schaeperklaus served as a
director of Cleves-North Bend, which merged into the Association in 1994.
Ms. Schaeperklaus is Mr. Larimer's sister-in-law and Ms. Larimer's sister.

THOMAS A. GERDES. Mr. Gerdes joined the Association as Vice
President/Lending in November 1996. From January to November 1996, Mr.
Gerdes was a loan officer and branch manager at Queen City Mortgage Company.
Prior to joining Queen City Mortgage Company, Mr. Gerdes was employed by Oak
Hills Savings & Loan Company, F.A. as a Vice President/Loans.

After the Conversion, each director of the Association will continue to
serve the Association, and each director of MFC will continue to serve MFC.

DESCRIPTION OF AUTHORIZED SHARES

GENERAL

-26-

<PAGE>

other special rights of such shares and the qualifications, limitations and
restrictions thereof. The preferred shares may rank prior to the common
shares as to dividend rights, liquidation preferences or both. Each holder
of preferred shares will be entitled to one vote for each preferred share
held of record on all matters submitted to a vote of shareholders. The
issuance of preferred shares and any conversion rights which may be specified
by the Board of Directors for the preferred shares could adversely affect the
voting power of holders of the common shares. The Board of Directors has no
present intention to issue any of the preferred shares.

The following is a summary description of the rights of the common
shares of MFC, including the material express terms of such shares as set
forth in MFC's Articles of Incorporation.

LIQUIDATION RIGHTS

In the event of the complete liquidation or dissolution of MFC, the
holders of the Common Shares will be entitled to receive all assets of MFC
available for distribution, in cash or in kind, after payment or provision
for payment of (i) all debts and liabilities of MFC, (ii) any accrued
dividend claims, and (iii) any interests in the Liquidation Account payable
as a result of a liquidation of the Association. See "THE CONVERSION -
Liquidation Account."

VOTING RIGHTS

GENERAL. The holders of the Common Shares will possess exclusive voting
rights in MFC. Each holder of Common Shares will be entitled to one vote for
each share held of record on all matters submitted to a vote of holders of
common shares.

MATTERS REQUIRING ENLARGED SHAREHOLDER VOTE. Article Sixth of the
Articles of Incorporation of MFC provides that, in the event the Board of
Directors recommends against the approval of any of the following matters,
the holders of at least 75% of the voting shares of MFC are required to
approve any such matters:

(1) A proposed amendment to the Articles of Incorporation of MFC;

(2) A proposed Amendment to the Code of Regulations of MFC;

(3) A proposal to change the number of directors by action of the
shareholders;

(4) An agreement of merger or consolidation providing for the proposed
merger or consolidation of MFC with or into one or more other
corporations;

(5) A proposed combination or majority share acquisition involving the
issuance of shares of MFC and requiring shareholder approval;

(6) A proposal to sell, exchange, transfer or otherwise dispose of all, or
substantially all, of the assets, with or without the goodwill, of
MFC; or

(7) A proposed dissolution of MFC.

ELIMINATION OF CUMULATIVE VOTING. Section 1701.55 of the Ohio Revised
Code provides in substance and effect that shareholders of a for profit
corporation which is not a savings and loan association and which is
incorporated under Ohio law must initially be granted the right to cumulate
votes in the election of directors. The right to cumulate votes in the
election of directors will exist at a meeting of shareholders if notice in
writing is given by any shareholder to the President, a Vice President or the
Secretary of an Ohio corporation, not less than 48 hours before a meeting at
which directors are to be elected, that the shareholder desires that the
voting for the election of directors shall be cumulative and if an
announcement of the giving of such notice is made upon the convening of such
meeting by the Chairman or Secretary or by or on behalf of the shareholder
giving such notice. If cumulative voting is invoked, each shareholder would
have a number of votes equal to the number of directors to be elected,
multiplied by the number of shares owned by him, and would be entitled to
distribute his votes among the candidates as he sees fit.

-27-

<PAGE>

amended to eliminate cumulative voting. The elimination of cumulative voting
may make it more difficult for shareholders to elect as directors persons
whose election is not supported by the Board of Directors of MFC.

DIVIDENDS

The holders of the Common Shares will be entitled to the payment of
dividends when, as and if declared by the Board of Directors and paid out of
funds, if any, available under applicable laws and regulations for the
payment of dividends. The payment of dividends is subject to federal and
state statutory and regulatory restrictions. See "DIVIDEND POLICY," and
"TAXATION -Federal Taxation" and "REGULATION - Office of Thrift Supervision
- -- Limitations on Capital Distributions" in the Prospectus for a description
of restrictions on the payment of cash dividends.

PREEMPTIVE RIGHTS

After the consummation of the Conversion, no shareholder of MFC will
have, as a matter of right, the preemptive right to purchase or subscribe for
shares of any class, now or hereafter authorized, or to purchase or subscribe
for securities or other obligations convertible into or exchangeable for such
shares or which by warrants or otherwise entitle the holders thereof to
subscribe for or purchase any such share.

RESTRICTIONS ON ALIENABILITY

See "THE CONVERSION - Restrictions on Repurchase of Common Shares" for a
description of the limitations on the repurchase of stock by MFC; "THE
CONVERSION - Restrictions on Transfer of Common Shares by Directors and
Officers" for a description of certain restrictions on the transferability of
Common Shares purchased by officers and directors; and "RESTRICTIONS ON
ACQUISITION OF MFC AND THE ASSOCIATION AND RELATED ANTI-TAKEOVER PROVISIONS"
in the Prospectus for information regarding regulatory restrictions on
acquiring Common Shares.

REGISTRATION REQUIREMENTS

MFC will register its common shares with the SEC pursuant to Section
12(g) of the Exchange Act prior to or promptly upon completion of the
Conversion and will not deregister such shares for a period of three years
following the completion of the Conversion. Upon such registration, the
proxy and tender offer rules, insider trading restrictions, annual and
periodic reporting and other requirements of the Exchange Act will apply.

LEGAL MATTERS

Certain legal matters pertaining to the Common Shares and the federal and
Ohio tax consequences of the Conversion will be passed upon for MFC and the
Association by Vorys, Sater, Seymour and Pease, Cincinnati, Ohio. Certain legal
matters are being passed upon for Webb by Luse Lehman Gorman Pomerenk & Schick,
A Professional Corporation, Washington, D.C..

EXPERTS

Keller has consented to the publication herein of the summary of its
letter to the Association setting forth its opinion as to the estimated pro
forma market value of the Association as converted and to the use of its name
and statements with respect to it appearing herein.

The financial statements of the Association as of September 30, 1996 and
1995 and for each of the three years in the period ended
September 30, 1996, have been included herein in reliance upon the report of
Grant Thornton LLP, independent certified public accountants, appearing
elsewhere herein, and upon the authority of such firm as experts in auditing
and accounting.

-28-

<PAGE>

ADDITIONAL INFORMATION AND ORDER FORMS

The Prospectus contains the following: audited financial statements of
the Association, including statements of income and retained earnings for the
three fiscal years ended September 30, 1996, 1995 and 1994; Management's
Discussion and Analysis of Financial Condition and Results of Operations;
selected financial information of the Association for the five fiscal years
ended September 30, 1996, 1995 and 1994; information concerning the
capitalization of the Association; a description of the Association's
lending, savings and investment activities; information concerning
compensation of directors and officers, information concerning legal
proceedings; a description of the capital stock of the Holding Company;
information concerning experts who have contributed to the Prospectus; and
the additional information about the business and financial condition of the
Association. A copy of the Prospectus accompanies this Summary Proxy
Statement. To obtain an additional copy of the Prospectus, contact the
Association's Conversion Information Center at (513) ____________.

The Subscription Offering will commence on _____________, 1997, and end
at 4:30 p.m., Eastern Time on _________, 1997. Order Forms for purchases of
Common Shares in the Subscription Offering must be received by the
Association on or before 4:30 p.m., Eastern Time, _____________, 1997.

-29-

<PAGE>

CONVERSION VALUATION APPRAISAL REPORT

PREPARED FOR:

THE MARKET BUILDING AND SAVING COMPANY

and

MARKET FINANCIAL CORPORATION

Mt. Healthy, Ohio

As Of:

August 2, 1996

PREPARED BY:

KELLER & COMPANY, INC.
555 Metro Place North
Suite 524

Dublin, Ohio 43017
(614) 766-1426

KELLER & COMPANY

<PAGE>

CONVERSION VALUATION APPRAISAL REPORT

PREPARED FOR:

THE MARKET BUILDING AND SAVING COMPANY

and

MARKET FINANCIAL CORPORATION

Mt. Healthy, Ohio

As Of:

August 2, 1996

PREPARED BY:

Michael R. Keller
President

<PAGE>

KELLER & COMPANY, INC.
555 METRO PLACE NORTH
SUITE 524
DUBLIN, 0H10 43017
(614) 766-1426
(614) 766-1459 FAX

August 15, 1996

Board of Directors
The Market Building
and Saving Company
7522 Hamilton Avenue
Mt. Healthy, OH 45231

Gentlemen:

We hereby submit an independent appraisal of the pro forma market value of the
to-be-issued stock of Market Financial Corporation (the "Corporation"), which is
the newly formed holding company of Market Building and Saving Company, Mt.
Healthy, Ohio ("Market" or the "Company"). The Corporation will hold all of the
shares of the common stock of the Company. Such stock is to be issued in
connection with the Company's conversion from a state-chartered mutual savings
and loan association to a state-chartered stock savings and loan association in
accordance with the Company's Plan of Conversion. This appraisal was prepared
and provided to the Company in accordance with the conversion requirements and
regulations of the Office of Thrift Supervision of the United States Department
of the Treasury.

Keller & Company, Inc. is an independent financial institution consulting firm
that serves both banks and thrift institutions. The firm is a full-service
consulting organization, as described in more detail in Exhibit A, specializing
in market studies, business and strategic plans, stock valuations, conversion
appraisals, and fairness opinions for thrift institutions and banks. The firm
has affirmed its independence in this transaction with the preparation of its
Affidavit of Independence, a copy of which is included as Exhibit C.

Our appraisal is based on the assumption that the data provided to us by Market
and the material provided by the independent auditor, Grant Thornton, LLP,
Cincinnati, Ohio, are both accurate and complete. We did not proceed to verify
the financial statements provided to us, nor did we conduct independent
valuations of the Company's assets and liabilities. We have also used
information from other public sources, but we cannot assure the accuracy of such
material.

<PAGE>

Board of Directors
The Market Building
and Saving Company
August 15, 1996

Page 2

In the completion of this appraisal, we held discussions with the management of
Market, with the law firm of Vorys, Sater, Seymour & Pease, Cincinnati, Ohio,
the Company's conversion counsel, and with Grant Thornton, LLP, the independent
auditors. Further, we viewed the Company's local economy and primary market
area.

This valuation must not be considered as a recommendation as to the purchase of
stock in the Corporation, and we can provide no guarantee or assurance that any
person who purchases shares of the Corporation's stock in this conversion will
be able to later sell such shares at a price equivalent to the price designated
in this appraisal.

Our valuation will be updated as required and will give consideration to any new
developments in the Company's operation that have an impact on operations or
financial condition. Further, we will give consideration to any changes in
general market conditions and to specific changes in the market for publicly-
traded thrift institutions. Based on the material impact of any such changes on
the pro forma market value of the Company as determined by this firm, we will
proceed to make necessary adjustments to the Company's appraised value in such
appraisal update.

It is our opinion that as of August 2, 1996, the pro forma market value or
appraised value of the Corporation is $10,100,000. Further, a range for this
valuation is from a minimum of $8,585,000 to a maximum of $11,615,000, with a
super-maximum of $13,357,250.

Very truly yours,

KELLER & COMPANY, INC.

Michael R. Keller
President

<PAGE>

TABLE OF CONTENTS

PAGE
INTRODUCTION 1

I. DESCRIPTION OF THE MARKET BUILDING AND SAVING COMPANY 4
General 4
Performance Overview 9
Income and Expense 11
Yields and Costs 17
Interest Rate Sensitivity 19
Lending Activities 21
Non-Performing Assets 24
Investments 26
Deposit Activities 27
Borrowings 28
Subsidiaries 28
Office Properties 28
Management 28

II. DESCRIPTION OF PRIMARY MARKET AREA 30
Summary 35

III. COMPARABLE GROUP SELECTION 36
Introduction 36
General Parameters
Merger/Acquisition 37
Mutual Holding Companies 38
Trading Exchange 38
IPO Date 39
Geographic Location 39
Asset Size 40
Summary 40
Balance Sheet Parameters
Introduction 41
Equity to Assets 41
One- to Four Family Loans to Assets 42
Cash and Investments to Assets 42
Mortgage-Backed Securities to Assets 42
Total Net Loans to Assets 43
Total Net Loans and Mortgage-Backed Securities to Assets 43
Advances to Assets 43

<PAGE>

TABLE OF CONTENTS (cont.) PAGE

Performance Parameters
Introduction 45
Return on Average Assets 45
Return on Average Equity 46
Net Interest Margin 46
Operating Expenses to Assets 47
Noninterest Income to Assets 47
Asset Quality Parameters
Introduction 48
Nonperforming Assets to Asset Ratio 48
Repossessed Assets to Assets 49
Loans Loss Reserves to Assets 49
The Comparable Group 49
Summary of Comparable Group Institutions 50
Enterprise Federal Bancorp 50
Community Investors Bancorp, Inc. 50
FEW Corporation 50
First Franklin Corporation 50
Harvest Home Financial Corporation 50
MFB Corp. 51
Milton Federal Financial Corporation 51
North Bancshares, Inc. 51
OHSL Financial Corp. 51
StateFed Financial Corp. 51

IV. ANALYSIS OF FINANCIAL PERFORMANCE 52

V. MARKET VALUE ADJUSTMENTS 55
Earnings Performance 55
Financial Condition 59
Dividend Payments 61
Subscription Interest 61
Liquidity of Stock 62
Management 63
Marketing of the Issue 63

VI. VALUATION METHODS 65
Price to Book Value Ratio Method 65
Price to Earnings Ratio Method 67
Price to Net Assets Ratio Method 68
Valuation Conclusion 68

<PAGE>

LIST OF EXHIBITS

NUMERICAL PAGE
EXHIBITS

1 Statement of Financial Condition -
June 30, 1996, and September 30, 1995 71
2 Statements of Financial Condition -
September 30, 1991 through 1994 72
3 Statement of Earnings - Nine months ended March 31,
1996, and Year Ended September 30, 1995 73
4 Statements of Earnings - September 30, 1991 through 1994 74
5 Selected Financial Information and Other Data 75
6 Income and Expense Trends 76
7 Normalized Earnings Trend 77
8 Performance Indicators 78
9 Volume/Rate Analysis 79
10 Yield and Cost Trends 80
11 Net Portfolio Value 81
12 Loan Portfolio Composition 82
13 Loan Maturity Schedule 83
14 Loan Portfolio Originations 84
15 Delinquent Loans 85
16 Nonperforming Assets 86
17 Classified Assets 87
18 Allowance for Loan Losses 88
19 Investment Portfolio Composition 89
20 Mix of Deposits 90
21 Deposit Activity 91
22 Offices of The Market Building and Saving Company 92
23 List of Key Officers and Directors 93
24 Key Demographic Data and Trends 94
25 Major Sources of Personal Income 95
26 Key Housing Data 96
27 New Housing Permits and Growth Rates 97
28 Unemployment Rates 98
29 Market Share of Deposits 99
30 National Interest Rates 100
31 Thrift Stock Prices and Pricing Ratios 101
32 Key Financial Data and Ratios 111
33 Recently Converted Thrift Institutions 123

<PAGE>

LIST OF EXHIBITS (cont.)

NUMERICAL PAGE
EXHIBITS

34 Acquisitions and Pending Acquisitions 124
35 Thrift Stock Prices and Pricing Ratios -
Mutual Holding Companies 127
36 Key Financial Data and Ratios -
Mutual Holding Companies
37 Balance Sheets Parameters -
Comparable Group Selection 129
38 Operating Performance and Asset Quality Parameters -
Comparable Group Selection 131
39 Balance Sheet Ratios -
Final Comparable Group 134
40 Operation Performance and Asset Quality Ratios
Final Comparable Group 135
41 Balance Sheet Totals - Final Comparable Group 136
42 Market Area Comparison - Final Comparable Group 137
43 Balance Sheet - Asset Composition
Most Recent Quarter 138
44 Balance Sheet - Liability and Equity
Most Recent Quarter 139
45 Income and Expense Comparison
Trailing Four Quarters 140
46 Income and Expense Comparison as a Percent of
Average Assets - Trailing Four Quarters 141
47 Yields, Costs & Earnings Ratios
Trailing Four Quarters 142
48 Dividends, Reserves and Supplemental Data 143
49 Market Pricings and Financial Ratios - Stock Prices
Comparable Group 144
50 Valuation Analysis and Conclusions 145
51 Pro Forma Minimum Valuation 146
52 Pro Forma Mid-Point Valuation 147
53 Pro Forma Maximum Valuation 148
54 Pro Forma Superrange Valuation 149
55 Summary of Valuation Premium or Discount 150

<PAGE>

ALPHABETICAL EXHIBITS
PAGE

A Background and Qualifications 151
B RB 20 Certification 153
C Affidavit of Independence 154

<PAGE>

INTRODUCTION

Keller & Company, Inc., an independent appraisal firm for financial
institutions, has prepared this Conversion Appraisal Report ("Report") which
provides the pro forma market value of the to-be-issued common stock of Market
Financial Corporation (the "Corporation"), an Ohio corporation, formed as a
holding company to own all of the to be issued shares of common stock of The
Market Building and Saving Company, Mt. Healthy, Ohio, ("Market" or the
"Company"). The stock is to be issued in connection with the Company's
Application for Approval of Conversion from a state-chartered mutual savings and
loan association to a state-chartered stock savings and loan association. The
Application is being filed with the Office of Thrift Supervision ("OTS") of the
Department of the Treasury and the Securities and Exchange Commission ("SEC").
In accordance with the Company's conversion, there will be a simultaneous
issuance of all the Company's stock to the Corporation, which will be formed by
the Company. Such Application for Conversion has been reviewed by us, including
the Prospectus and related documents, and discussed with the Company's
management and the Company's conversion counsel, Vorys, Sater, Seymour & Pease,
Cincinnati, Ohio.

This conversion appraisal was prepared based on the guidelines provided by
OTS entitled "Guidelines for Appraisal Reports for the Valuation of Savings
Institutions Converting from the Mutual to Stock Form of Organization", in
accordance with the OTS application requirements of Regulation Section 563b and
the OTS's Revised Guidelines for Appraisal Reports, and represents a full
appraisal report. The Report provides detailed exhibits based on the Revised
Guidelines and a discussion on each of the fourteen factors that need to be
considered. Our valuation will be updated in accordance with the Revised
Guidelines and will consider any changes in market conditions for thrift
institutions.

The pro forma market value is defined as the price at which the stock of
the Corporation after conversion would change hands between a typical willing
buyer and a typical willing seller when the former is not under any compulsion
to buy and the latter

<PAGE>

INTRODUCTION (CONT.)

is not under any compulsion to sell, and with both parties having reasonable
knowledge of relevant facts in an arms-length transaction. The appraisal
assumes the Company is a going concern and that the shares issued by the
Corporation in the conversion are sold in non-control blocks.

In preparing this conversion appraisal, we have reviewed the audited
financial statements for the five fiscal years ended September 30, 1991 through
1995, as well as the unaudited financial statements for the nine months ended
March 31, 1995 and 1996, and discussed them with Market's management and with
Market's independent auditors, Grant, Thornton, LLP, Cincinnati, Ohio. We have
also discussed and reviewed with management other financial matters. We have
reviewed the Corporation's preliminary Form 5-1 and the Company's preliminary
Form AC and discussed them with management and with the Company's conversion
counsel.

We have visited Market's home office and have traveled the surrounding area
in Hamilton County, Ohio. We have studied the economic and demographic
characteristics of the community of Mt. Healthy, where the Company's home office
is located, and the Company's primary market area of Hamilton County, relative
to Ohio and the United States. We have also examined the competitive
environment within which Market operates, giving consideration to the area's key
characteristics, both positive and negative.

We have given consideration to the market conditions for securities in
general and for publicly-traded thrift stocks in particular. We have examined
the performance of selected publicly-traded thrift institutions and compared the
performance of Market to those selected institutions.

<PAGE>

INTRODUCTION (CONT.)

Our valuation is not intended to represent and must not be interpreted to
be a recommendation of any kind as to the desirability of purchasing the to-be-
outstanding shares of common stock of the Corporation. Giving consideration to
the fact that this appraisal is based on numerous factors that can change over
time, we can provide no assurance that any person who purchases the stock of the
Corporation in this mutual-to-stock conversion will subsequently be able to sell
such shares at prices similar to the pro forma market value of the Corporation
as determined in this conversion appraisal.

<PAGE>

I. DESCRIPTION OF THE MARKET BUILDING AND SAVING COMPANY

GENERAL

The Market Building and Saving Company, Cincinnati, Ohio, was incorporated
in 1883 as an Ohio savings and loan association with the name of The Court
Street Market Building and Saving Company. In 1926, Market changed its name to
The Market Building and Saving Company. In 1960, Hilltop Savings and Loan
Company of Mt. Healthy, Ohio merged into Market, and in 1994, Cleves-North Bend
Building and Loan Company of North Bend, Ohio, merged into the Company,
resulting in the Company's current branch in North Bend.

Market conducts its business from its home office in Mt. Healthy, Ohio, and
its branch in North Bend. The Company's primary market area consists of
Hamilton County, Ohio, which includes the city of Cincinnati. Market's deposits
are insured up to applicable limits by the Federal Deposit Insurance Corporation
("FDIC") in the Savings Association Insurance Fund ("SAIF"). The Company is
also subject to certain reserve requirements of the Board of Governors of the
Federal Reserve Bank (the "FRB"). Market is a member of the Federal Home Loan
Bank (the "FHLB") of Cincinnati and is regulated by the OTS, and by the FDIC.
At June 30, 1996, Market had assets of $46,260,000, deposits of $38,190,000, and
retained earnings of $7,141,000.

In the past five years, legislation has had an impact on the operations in
the financial institution industry. In 1989, the Financial Institution Reform,
Recovery, and Enforcement Act ("FIRREA") became effective and put into place
more stringent supervisory standards and higher capital requirements for the
thrift industry. FIRREA established new capital requirements and strengthened
OTS' enforcement powers. These capital requirements continue today under the
FDIC and the FRB and include a tier one capital requirement of 4.0 percent of
total assets, and a risk-based capital requirement of 8.0 percent of risk-

<PAGE>

GENERAL (CONT.)

weighted assets. OTS now has the power to assess civil money penalties and
issue cease and desist orders for violations of regulations deemed unsafe and
unsound practices.

FIRREA also resulted in an increase in deposit insurance premiums which
thrifts must pay to the FDIC. A plan for a one-time premium of 0.85 percent to
0.90 percent of deposits based on deposits as of March 31, 1995, to capitalize
the SAIF does exist, and such an increase would have an immediate adverse effect
on Market's equity and earnings. Further, there has been a recent significant
decrease in premiums on Bank Insurance Fund ("BIF") deposits, which has an
adverse competitive impact on Market and could affect the Company's ability to
compete effectively with BIF-insured banks for deposits. Such impact could
result in a downward impact on prices of publicly traded thrift institutions.

FIRREA's objective was strengthened in December, 1991, when the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") was passed,
resulting in additional provisions relating to thrift institutions. FDICIA
provided for the recapitalization of BIF. FDICIA requires federally-insured
financial institutions to be examined at least annually and submit independently
audited financial reports based on the size of the institution.

Market is a community-oriented institution which has been principally
engaged in the business of serving the financial needs of the public in its
local communities and throughout its market area. Market has been actively and
consistently involved in the origination of residential mortgage loans for the
purchase of one- to four-family dwellings, comprising 97.2 percent of its loan
originations during the nine months ended June 30, 1996, and 89.7 percent of its
loan originations during the fiscal year ended September 30, 1995. At June 30,
1996, a strong 92.8 percent of its net loans consisted of residential real
estate loans on one- to four-family dwellings, compared to a smaller 87.0
percent at September 30, 1993, with the source of its funds being retail
deposits from residents in its

<PAGE>

GENERAL (CONT.)

local communities. The Company is also an originator of multi-family loans,
nonresidential real estate loans, construction loans and offers consumer loans
on a less active basis. Consumer loans include only loans on savings accounts.
Consumer loans represented a very modest 0.5 percent share of the Company's
total loans at June 30, 1996.

The Company had a strong $19.9 million, or 43.1 percent of its assets in
U.S. government and federal agency securities, Federal funds sold, FHLB stock,
FHLMC stock and interest-bearing deposits in other financial institutions. The
Company had an additional $1.8 million, or 3.9 percent of its assets, in
mortgage-backed securities, with the combined total of investment securities,
mortgage-backed securities and cash and cash equivalents being $22.9 million or
49.4 percent of assets. Deposits and retained earnings have been the sources of
funds for the Company's lending and investment activities.

The management of Market is aware of the emphasis on matching the
maturities of assets and liabilities and monitoring the Company's interest rate
sensitivity position and market value of portfolio equity. The Company
understands the nature of interest rate risk and the potential earnings impact
during times of rapidly changing rates, either rising or falling. Market also
recognizes the need and importance of attaining a competitive net interest
margin due to its more moderate levels of fee and other income.

The Company's gross amount of stock to be sold in the conversion will be
$10,100,000 or 1,010,000 shares at $10 per share based on the midpoint of the
appraised value, with net conversion proceeds of $9,665,000 reflecting
conversion expenses of $435,000. The actual cash proceeds to the Company of
$4.0 million will represent fifty percent of the net conversion proceeds, less
the ESOP of $808,000, and will be invested in mortgage loans and construction
loans over time, and initially invested in short term investments. The Company
may also use the proceeds to expand services, expand operations or other
financial service organizations, diversification into other businesses, or

<PAGE>

GENERAL (CONT.)

for any other purposes authorized by law. The Holding Company will use its
proceeds to fund the ESOP and to invest in short- and intermediate-term
government securities.

Market has witnessed a shrinkage in deposits over the past five fiscal
years with deposits decreasing 7.0 percent from September 30, 1991, to September
30, 1995, or an average of 1.75 percent per year. From September 30, 1995, to
June 30, 1996, deposits increased by 0.4 percent or 0.5 percent a year,
annualized, compared to a 1.6 percent decrease in fiscal 1995. The Company
anticipates a shrinkage in deposits in 1996. The Company has focused on
maintaining a strong residential real estate loan portfolio during the past five
years, increasing its level of investments, monitoring its earnings and
increasing its capital to assets ratio. Equity to assets increased from 11.25
percent of assets at September 30, 1991, to 15.64 percent at September 30, 1995,
and to 16.28 percent at June 30, 1996.

Market's lending strategy has been to originate and retain fixed-rate
residential mortgage loans with no activity in the secondary market and no
originations of adjustable-rate mortgage loans.

Market's loan share of one- to four-family mortgage loans has remained
strong, increasing from 87.0 percent of net loans at September 30, 1993, to 92.8
percent as of June 30, 1996. Nonresidential real estate loans decreased from
10.1 percent of net loans at September 30, 1993, to 5.3 percent at June 30,
1996. Multi-family loans decreased from 2.7 percent of net loans at September
30, 1993, to 1.8 percent at June 30, 1996. The decrease in multi-family and
nonresidential loans was offset by the Company's increase in one- to four-family
loans. The Company's share of consumer loans decreased from 0.8 percent at
September 30, 1993, to 0.5 percent at June 30, 1996, representing a dollar
decrease of only $47,000.

<PAGE>

GENERAL (CONT.)

Management's internal strategy has also included continued emphasis on
maintaining an adequate and appropriate allowance for loan losses relative to
loans and nonperforming assets and in recognition of the more stringent
requirements within the industry to establish and maintain a higher level of
general valuation allowances. At September 30, 1993, Market had $39,000 in its
loan loss allowance or 1.0 percent of total loans, which increased to $52,000
and represented a lower 0.23 percent of total loans at June 30, 1996.

Interest income from loans and investments has been the basis of earnings
with the net interest margin being the key determinant of net earnings. The
Company had very minimal levels of noninterest income. With a dependence on net
interest margin for earnings, current management will focus on strengthening the
Company's net interest margin without undertaking excessive credit risk and will
not pursue any significant change in its interest rate risk position.

<PAGE>

PERFORMANCE OVERVIEW

Market's financial position over the past five fiscal years of September
30, 1991, Through September 30, 1995, and for the nine months ended June 30,
1996, is highlighted through the use of selected financial data in Exhibit 5.
Market has focused on strengthening its equity position, controlling its
overhead ratio, maintaining its general valuation allowance, and strengthening
its net interest margin and interest rate spread. Market has experienced
basically no change in assets from 1991 to 1995 and a decrease in deposits with
a less than average increase in equity over the past five fiscal years. The
resultant impact has been a modest increase in the Company's equity to assets
ratio.

Market witnessed an actual decrease in assets of $640,000 or 1.4 percent
for the period of September 30, 1991, to September 30, 1995, representing an
average annual decrease in assets of 0.3 percent. For the year ended September
30, 1995, assets increased $394,000 or 0.9 percent. For the nine months ended
June 30, 1996, the Company's assets increased $526,000 or 1.2 percent. Over the
past four fiscal periods, the Company experienced its largest dollar rise in
assets of $1.2 million in fiscal year 1992, which represented a 2.5 percent
increase in assets due partially to a rise in mortgage-backed securities and
primarily funded by a rise in deposits. This increase was succeeded by a
$614,000 or 1.3 percent decrease in assets in fiscal year 1993, a $1.6 million
or 3.4 percent decrease in 1994 and a 0.9 percent increase in 1995.

The Company's net loan portfolio, including mortgage loans and non-mortgage
loans, increased from $18.9 million at September 30, 1991, to $23.0 million at
September 30, 1995, and represented a total increase of $4.1 million, or 21.9
percent. The average annual decrease during that period was 5.48 percent. That
increase was the result of a high level of loan originations of one- to four-
family loans in fiscal year 1994 and a much lower level of loan payoffs in 1994.
The increase in loans at Market was partially offset by the Company's decrease
in mortgage-backed securities. For the year ended September 30, 1995, loans
actually decreased $640,000 or 2.7 percent. For the nine months ended June

<PAGE>

PERFORMANCE OVERVIEW (CONT.)

30, 1996, net loans continued to decrease $634,000 or 2.8 percent.

Market has pursued obtaining funds through deposit growth in accordance
with the demand for loans, and had no use of FHLB advances during the past five
fiscal years. The Company's competitive rates for savings in its local market
have been the source of retail deposits. Deposits increased 1.9 percent from
1991 to 1992, followed by a 2.4 percent decrease in fiscal year 1993, a 5.0
percent decrease in 1994 and then a modest 1.6 percent decrease in 1995, with an
average annual rate of decrease of 1.75 percent from September 30, 1991, to
September 30, 1995. For the nine months ended June 30, 1996, deposits increased
by $134,000 or 0.4 percent. The Company's strongest fiscal year deposit growth
was in fiscal year 1992, when deposits increased $2.3 million or 8.9 percent.
Deposits decreased $2.7 million or 6.7 percent from September 30, 1991, to June
30, 1996.

Market has been able to increase its retained earnings each fiscal year
from 1991 through 1995. At September 30, 1991, the Company had total retained
earnings of $5.2 million representing an 11.25 percent equity to assets ratio,
increasing to $7.2 million at September 30, 1995, and representing a 15.64
percent equity to assets ratio. At June 30, 1996, equity was a higher $7.5
million or 16.28 percent of assets. The rise in the equity to assets ratio is
primarily the result of the Company's steady earnings performance in 1991
through 1995. Equity increased 37.1 percent from September 30, 1991, to
September 30, 1995, representing an average annual increase of 9.3 percent and
increased 5.31 percent for the nine months ended June 30, 1996, or 7.1 percent,
annualized.

<PAGE>

INCOME AND EXPENSE

Exhibit 6 presents selected operating data for Market, reflecting the
Company's income and expense trends. This table provides selected audited
income and expense figures in dollars for the fiscal years of 1991 through 1995
and unaudited income and expense figures for the nine months ended March 31,
1995 and 1996.

Market has witnessed a decrease in its annual dollar level of interest
income from fiscal 1991 to fiscal 1995, ranging from a high of $3.8 million in
fiscal 1991 to a low of $2.9 million in fiscal 1994, increasing modestly to $3.2
million in fiscal year 1995, but representing a four year decrease of 15.7
percent, or an average decrease of 3.9 percent per year. In fiscal year 1995,
interest income increased $274,000, or 9.4 percent to $3.2 million. For the
nine months ended June 30, 1996, interest income was $2.5 million or $3.3
million, annualized, compared to a similar $2.4 million for the nine months
ended March 31, 1995, suggesting a basically flat trend. The overall decrease
in interest income from 1991 to 1995 was due primarily to the Company's decrease
in yields.

The Company's interest expense experienced a similar overall declining
trend from fiscal year 1991 to 1995, with an increase in 1995. Interest expense
decreased $1,348,000, or 47.7 percent, from 1991 to 1994, compared to a decrease
in interest income of $868,000, or 23.0 percent, for the same time period.
Interest expense then increased $144,000 or 9.7 percent from 1994 to 1995,
compared to an increase in interest income of $274,000 or 9.4 percent as
discussed above. Such lower increase in interest expense in 1995,
notwithstanding the increase in interest income, resulted in a moderate increase
in annual net interest income to $1,560,000 for the fiscal year ended September
36, 1995. Net interest income increased from $950,000 in fiscal 1991 to its
highest level of $1,560,000 in 1995. For the nine months ended June 30, 1996,
Market's interest expense was $ 1.3 million, or $ 1.7 million on an annualized
basis, which was greater than 1995 interest expense of $1.6 million. The rise
in interest expense during the nine months ended June 30, 1996, combined with a
flat trend in interest income resulted in a decrease in net interest

<PAGE>

INCOME AND EXPENSE (CONT.)

income. For the nine months ended June 30, 1996, net interest income was $1.1
million or $1.5 million, annualized, representing a 3.1 percent decrease from
net interest income in fiscal year 1995.

The Company has made provisions for loan losses in three of the past five
fiscal years of 1991 through 1995, and in the nine months ended June 30, 1996.
The amounts of those provisions were determined in recognition of the Company's
level of nonperforming assets, charge-offs and repossessed assets, but also
relative to the increase in provisions in the industry to strengthen the level
of general valuation allowance. The loan loss provisions were $9,000 in 1991,
$11,000 in 1992, $10,000 in 1993 and $13,000 in the nine months ended June 30,
1996. The impact of these loan loss provisions has been to provide Market with
a general valuation allowance of $52,000 at June 30, 1996, or 0.23 percent of
net loans and 346.7 percent of nonperforming assets.

Total other income or noninterest income indicated modest and very stable
levels in fiscal years 1991 to 1995. The highest level of noninterest income
was in fiscal year 1994 at $12,000 or 0.03 percent of assets and the lowest
level at $8,000 was in 1992 and 1995, representing 0.02 percent of assets. The
average noninterest income level for the past five fiscal years was $9,400 or
0.02 percent of average assets, which is significantly below the industry
average of 0.44 percent. For the nine months ended June 30, 1996, noninterest
income was $6,000 or $8,000, annualized.

The Company's general and administrative expenses or noninterest expenses
increased from $659,000 for the fiscal year of 1991 to $861,000 for the fiscal
year ended September 30, 1995. The dollar increase in noninterest expenses was
$202,000 from 1991 to 1995, representing an average annual increase of $50,500
or 7.2 percent. The average annual increase in other expenses was due to the
Company's normal rise in overhead expenses and an increase in staffing. On a
percent of assets basis, operating expenses

<PAGE>

INCOME AND EXPENSE (CONT.)

increased from 1.46 percent of average assets for the fiscal year ended
September 30, 1991, to 1.89 percent for the fiscal year ended September 30,
1995, which was the Company's highest ratio during the past five years but lower
than current industry averages of approximately 2.35 percent. For the nine
months ended June 30, 1996, Market's ratio of operating expenses to average
assets was a nominally higher 2.00 percent.

The net earnings position of Market has indicated profitable performance in
each of the past five fiscal years ended September 30, 1991 through 1995, and
for the nine months ended June 30, 1996. The annual net income figures for the
past five fiscal years of 1991, 1992, 1993, 1994 and 1995 have been $205,000,
$331,000, $469,000, $412,000, and $467,000, representing returns on average
assets of 0.45 percent, 0.70 percent, 0.99 percent, 0.89 percent, and 1.03
percent, respectively. The average return on assets for the past five fiscal
years was 0.81 percent. For the nine months ended June 30, 1996, net earnings
were $302,000, representing an annualized return on assets of 0.88 percent.

Exhibit 7 provides the Company's normalized earnings or core earnings for
fiscal years 1993 to 1995 and for the twelve months ended June 30, 1996. The
Company's normalized earnings eliminate any nonrecurring income and expense
items. There were no adjustments for any of the periods with core earnings
equal to net income.

The key performance indicators comprised of selected operating ratios,
asset quality ratios and capital ratios are shown in Exhibit 8 to reflect the
results of performance. The Company's return on assets increased from 0.45
percent in fiscal year 1991 to its highest level of 1.03 percent in fiscal year
1995, decreasing to 0.88 percent for the nine months ended June 30, 1996,
annualized.

<PAGE>

INCOME AND EXPENSE (CONT.)

The Company's average interest rate spread strengthened from a low of 1.44
percent in fiscal year 1991 to 2.98 percent in fiscal year 1994, then declined
the next fiscal year to 2.93 percent in 1995 and then decreased to 2.66 percent
for the nine months ended June 30, 1996, annualized. The Company's net interest
margin indicated a similar trend, increasing from 2.14 percent in fiscal year
1991 to 2.57 percent in fiscal year 1992, then increasing to 3.29 percent in
1994, and then rising to 3.55 percent in 1995 and then down to 3.37 percent for
the nine months ended June 30, 1996. Market's interest rate spread increased 54
basis points in 1992 to 1.98 percent from 1.44 percent in 1991 and then
increased 60 basis points in 1993 to 2.58 percent. Interest rate spread then
increased 40 basis points to 2.98 percent for fiscal year 1994 and then
decreased 5 basis points to 2.93 percent for the fiscal year ended September 30,
1995. The Company's net interest margin followed a similar trend, increasing 43
basis points to 2.57 percent in 1992 and then increasing 46 basis points to 3.03
percent in 1993. Net interest margin increased 26 basis points to 3.29 percent
in 1994 and increased 26 basis points to 3.55 percent in 1995. For the nine
months ended June 30, 1996, Market's annualized net interest spread was a lower
2.66 percent, and its net interest margin was a lower 3.37 percent.

The Company's return on average equity increased from 1991 to 1993, but
decreased from 1993 to 1995. The return on average equity increased from 4.01
percent in 1991 to 8.15 percent in fiscal year 1993, and then down to 6.91
percent in fiscal year 1995. For the nine months ended June 30, 1996,
annualized, return on average equity was an even lower 4.56 percent.

Market's ratio of interest-earning assets to interest-bearing liabilities
increased modestly from 111.04 percent at September 30, 1991, to 116.62 percent
at September 30, 1995, and then to 117.64 percent at June 30, 1996.

<PAGE>

INCOME AND EXPENSE (CONT.)

The Company's ratio of non-interest expenses to average assets increased
from 1.46 percent in fiscal year 1991 to 1.89 percent in fiscal year 1995, which
was its highest ratio during the past five years. For the nine months ended
June 30, 1996, noninterest expenses to assets increased to 2.00 percent.
Another key noninterest expense ratio reflecting efficiency of operation is the
ratio of noninterest expenses to the sum of net interest income and non-interest
income referred to as the "efficiency ratio". The industry norm is 60.0 percent
with a higher ratio indicating less efficiency. The Company has been
characterized with a normal efficiency ratio, which decreased from 68.72 percent
in 1991 to 54.91 percent in 1995. The ratio was 58.30 percent for the nine
months ended June 30, 1996.

Earnings performance can be affected by an institution's asset quality
position. The ratio of nonperforming assets to total assets is a key indicator
of asset quality. Market witnessed a decrease in its nonperforming asset ratio
from 0.6 percent of assets in 1993 to zero in 1995 and remaining at zero at June
30, 1996. Nonperforming assets consist of nonaccruing loans, loans 90 days or
more past due and repossessed assets. The ratio of nonperforming assets to
total assets was 0.6 percent at September 30, 1993, and decreased to zero at
September 30, 1995. At June 30, 1996, Market's ratio of nonperforming assets to
total assets remained at zero. The Company's allowance for loan losses was 20.2
percent of nonperforming assets at September 30, 1993, and increased to 346.7
percent at June 30, 1996.

Exhibit 9 provides the changes in net interest income due to rate and
volume changes for the past two fiscal years of 1994 and 1995 and for the nine
months ended June 30, 1996. In fiscal year 1994, net interest income increased
$41,000, due to a decrease in interest expense of $228,000 partially offset by a
smaller $187,000 decrease in interest income. The decrease in interest expense
was due to a decrease due to a change in rate of $192,000 accented by a decrease
due to volume of $36,000. The decrease in interest

<PAGE>

INCOME AND EXPENSE (CONT.)

income was due to a decrease due to rate of $124,000 increased by a decrease due
to a change in volume of $63,000.

In fiscal year 1995, net interest income increased $130,000, due to a
$274,000 increase in interest income reduced by a $144,000 increase in interest
expense. The increase in interest income was due to a $193,000 increase due to
rate increased by an $81,000 increase due to volume. The increase in interest
expense was due to a $230,000 increase due to rate reduced by a $86,000 decrease
due to volume.

For the nine months ended June 30, 1996, compared to the nine months ended
March 31, 1995, net interest income decreased $73,000 due to a $166,000 increase
in interest expense reduced by a $93,000 increase in interest income. The rise
in interest expense was due to a $148,000 increase due to rate accented by an
$18,000 increase due to volume. The rise in interest income was somewhat split
with $36,000 due to a rise in rate and $57,000 due to a rise in volume.

<PAGE>

YIELDS AND COSTS

The overview of yield and cost trends for the years ended September 30,
1993 to 1995, for the nine months ended March 31, 1995, and June 30, 1996 and at
March 31, 1996, can be seen in Exhibit 10, which offers a summary of key yields
on interest-earning assets and costs of interest-bearing liabilities.

Market's weighted average yield on its loan portfolio was 10.09 percent in
1993 and decreased 165 basis points from fiscal year 1993 to 1995, to 8.44
percent, and then decreased 18 basis points to 8.26 percent for the nine months
ended June 30, 1996. The yield on mortgage-backed securities increased 49 basis
points from fiscal year 1993 to 1995 from 8.16 percent to 8.65 percent and then
increased 41 basis points to 9.06 percent for the nine months ended June 30,
1996. The yield on investment securities decreased 107 basis points from 5.31
percent in 1993 to 4.24 percent in 1995 and increased to 6.47 percent for the
nine months ended June 30, 1996. Other interest bearing deposits indicated an
increase in their yield of 299 basis points from 3.44 percent in 1993 to 6.43
percent in 1995 and then decreased to 5.83 percent for the nine months ended
June 30, 1996. The combined weighted average yield on all interest-earning
assets increased 48 basis points to 7.24 percent from 1993 to 1995. The yield
on interest-earning assets for the nine months ended June 30, 1996, was a higher
7.33 percent, while the yield at June 30, 1996, was a similar 7.16 percent when
compared to fiscal 1995.

Market's weighted average cost of interest-bearing liabilities decreased 47
basis points to 3.71 percent from fiscal year 1993 to 1994, which was greater
than the Company's 7 basis point decrease in yield, resulting in an increase in
the Company's interest rate spread of 40 basis points from 2.58 percent to 2.98
percent from 1993 to 1994. The Company's average cost of interest-bearing
liabilities then increased from 1994 to 1995 by 60 basis points to 4.31 percent
compared to a 55 basis point increase in yield on interest earning assets. The
result was a decrease in the Company's interest rate spread of 5 basis points to
2.93 percent for fiscal year 1995. For the nine months ended June 30, 1996, the
Company's

<PAGE>

YIELDS AND COSTS (CONT.)

cost of funds increased 36 basis points to 4.67 percent, compared to a smaller 9
basis point increase in yield on interest-earning assets, resulting in a lower
net interest rate spread of 2.66 percent compared to 2.93 percent for the fiscal
year ended September 30, 1995. The net interest spread was an even lower 2.56
percent at June 30, 1996. The Company's net interest margin increased from 3.03
percent in fiscal year 1993 to 3.29 percent in fiscal year 1994, then increasing
to 3.55 percent for the year ended September 30, 1995. The Company's net
interest margin for the nine months ended June 30, 1996, then decreased 18 basis
points to 3.37 percent.

<PAGE>

INTEREST RATE SENSITIVITY

Market has been successful in controlling its interest rate sensitivity
position even though it focuses on the origination of all fixed-rate mortgage
loans, but offsets this activity by maintaining a higher level of short term
investments. Further, the Company's higher level of capital is another factor
that must be considered.

Market has been aware of the thrift industry's significant interest rate
risk exposure in the 1980's, which caused a negative impact on earnings and
Market value of portfolio equity as a result of significant fluctuations in
interest rates, specifically rising rates. Such exposure was due to the
disparate rate of maturity and/or repricing of assets relative liabilities
commonly referred to as an institution's "gap". The larger an institution's
gap, the greater the risk (interest rate risk) of earnings loss due to a
decrease in net interest margin and a decrease in Market value of equity or
portfolio loss. In response to the potential impact of interest rate volatility
and negative earnings impact, many institutions have taken steps in the 1990's
to minimize their gap position. This frequently results in a decline in the
institution's net interest margin and overall earnings performance.

The Company measures its interest rate risk through the use of its net
portfolio value ("NPV") of the expected cash flows from interest-earning assets
and interest-bearing liabilities and any off-balance sheet contracts. The NPV
for the Company was prepared by the Sendero Corporation as well as the change in
the NPV for the Company under rising and falling interest rates. Such changes
in NPV under changing rates is reflective of the Company's interest rate risk
exposure.

There are other factors which have a measurable influence on interest rate
sensitivity. Such key factors to consider when analyzing interest rate
sensitivity include the Company's equity position, liquidity level, the loan
payoff schedule, accelerated principal payments, deposit maturities, interest
rate caps on any adjustable-rate loans, and deposit withdrawals.

<PAGE>

INTEREST RATE SENSITIVITY (CONT.)

Exhibit 11 provides the Company's NPV as of March 31, 1996, and the change
in the Company's NPV under rising and declining interest rates. Such
calculations are provided by Sendero Corporation, and the focus of this exposure
table is a 200 basis points change in interest rates either up or down.

The Company's change in its NPV at March 31, 1996, based on a rise in
interest rates of 200 basis points was a moderate 13.75 percent decrease,
representing a dollar decrease in equity value of $987,000. In contrast, based
on a decline in interest rates of 200 basis points, the Company's NPV was
estimated to increase 3.75 percent or $269,000 at March 31, 1996. The Company's
exposure at March 31, 1996, increases to a 26.48 percent decrease under a 400
basis point rise in rates, and the NPV is estimated to decrease 6.64 percent
based on a 400 basis point decrease in rates.

The Company is aware of its higher negative interest rate risk exposure
under strongly rising rates compared to declining rates. Due to Market's
recognition of the need to control its interest rate exposure, the Company has
maintained a higher level of investments, which represented 49.4 percent of
assets.

<PAGE>

LENDING ACTIVITIES

Market has focused its lending activity on the origination of conventional
fixed-rate mortgage loans secured by one- to four-family dwellings. Exhibit 12
provides a summary of Market's loan portfolio, by loan type, at September 30,
1993 through 1995, and at June 30, 1996.

Residential loans secured by one- to four-family dwellings was the primary
loan type representing a very significant 92.8 percent of the Company's net
loans as of June 30, 1996. This share has seen a minimal increase from 87.0
percent at September 30, 1993. The second largest real estate loan type as of
June 30, 1996, was nonresidential real estate loans which comprised 5.3 percent
of net loans compared to a larger 10.1 percent as of September 30, 1993. The
nonresidential loan category was also the second largest real estate loan type
in 1993. The third real estate loan type was multi-family loans, which
represented 1.8 percent of net loans as of June 30, 1996, compared to a larger
2.7 percent at September 30, 1993. These three real estate loan categories
represented 99.9 percent of net loans at June 30, 1996, compared to a similar
99.8 percent of net loans at September 30, 1993.

Consumer loans were the only other loan group at June 30, 1996, and
represented only 0.5 percent of net loans compared to 0.8 percent at September
30, 1993. Consumer loans were the fourth largest overall loan type at June 30,
1996, and the fourth largest loan type in 1993. The Company originates savings
account loans. The overall mix of loans has witnessed minimal change from
fiscal year-end 1993 to June 30, 1996, with the Company having increased its
level of one- to four-family real estate loans to offset its decreases in multi-
family loans and nonresidential real estate loans.

<PAGE>

LENDING ACTIVITIES (CONT.)

The emphasis of Market's lending activity is the origination of
conventional mortgage loans secured by one- to four-family residences. Such
residences are located in Market's primary market area of Hamilton County. At
June 30, 1996, 92.8 percent of Market's net loans consisted of loans secured by
one- to four-family residential properties.

The Company originates fixed-rate mortgage loans. The fixed rate loans
have normal terms of up to 30 years. The Company retains all of its fixed rate
loans. Historically, all of Market's mortgage loans have been fixed-rate loans.

The original loan to value ratio for conventional mortgage loans to
purchase or refinance single-family dwellings generally does not exceed 80
percent at Market, even though the Company will grant loans with up to a 95
percent loan to value ratio, but private mortgage insurance is required for the
amount of the loan in excess of 80 percent at the expense of the borrower.

Market has also been an originator of nonresidential real estate loans, and
has been less active in multifamily loans in the past. The Company will
continue to make multifamily and nonresidential real estate loans. The Company
had a total of $1.2 million in nonresidential real estate loans at June 30,
1996, or 5.3 percent of net loans, compared to $1.9 million or 10.1 percent of
net loans at September 30, 1993. The major portion of non-residential real
estate loans are secured by office buildings and other commercial properties.
Multifamily loans have decreased from $508,000 or 2.7 percent of net loans at
September 30, 1993, to $410,000 or 1.8 percent of net loans at June 30, 1996.

Market has not been active in consumer lending. Consumer loans consist of
savings account loans and represented a total of 0.5 percent of net loans at
June 30, 1996, down from 0.8 percent in 1993. At June 30, 1996, consumer loans
totaled $107,000.

<PAGE>

LENDING ACTIVITIES (CONT.)

Exhibit 13 provides a maturity schedule for Market's loan portfolio and a
breakdown of Market's fixed- and adjustable-rate loans. All loans are fixed-
rate, with a strong 61.3 percent of one- to four-family residential mortgage
loans and 56.3 percent of total loans having maturities of less than 20 years.

As indicated in Exhibit 14, Market experienced a decrease in both its
single-family loan originations and total loan originations from fiscal years
1993 to 1995. Total loan originations in fiscal year 1995 were $2.4 million
compared to $7.7 million in fiscal year 1993, with fiscal year 1994 indicating a
higher $10.7 million. The decrease in one- to four-family residential loan
originations from 1993 to 1995 of $5.3 million represented 98.1 percent of the
$5.4 million aggregate decrease in total loan originations from 1993 to 1995.
Loan originations for the nine months ended June 30, 1996, were $2.0 million, up
from $759,000 for the nine months ended March 31, 1995. Loan originations for
the purchase of one- to four-family residences represented 95.9 percent of total
loan originations in fiscal year 1993, compared to a similar 95.8 percent in
fiscal year 1994 and a lower 89.7 percent in fiscal year 1995. One- to four
family loan originations were 97.2 percent of total loan originations for the
nine months ended June 30, 1996. The Company had no loan purchases or loan
sales. Overall, loan originations exceeded repayments and other reductions in
fiscal 1993 by $329,000 and by $4.7 million in 1994, and fell short of
reductions in fiscal year 1995 by $640,000. For the nine months ended June 30,
1996, originations fell short of reductions by $634,000.

<PAGE>

NONPERFORMING ASSETS

Market understands the risk related to asset quality and the direct
relationship of such risk to delinquent loans and nonperforming assets including
real estate owned. The quality of assets has been a key concern to financial
institutions throughout many regions of the country. A number of financial
institutions have been confronted with rapid increases in their levels of
nonperforming assets and have been forced to recognize significant losses,
setting aside major valuation allowances. A sharp increase in nonperforming
assets has often been related to specific regions of the country and has
frequently been associated with higher risk loans, including purchased
nonresidential real estate loans. Market has not been faced with such problems
and has made a concerted effort to control its nonperforming assets during the
past five years.

Exhibit 15 provides a summary of Market's delinquent loans at September 30,
1993 through 1995, and at June 30, 1996, indicating a moderate level of
delinquent loans from 1993 to 1995. Loans delinquent 90 days or more totaled
$183,000 at September 30, 1993, and decreased to zero at September 30, 1995,
with all delinquent loans totaling $777,000 in 1993 and $922,000 or 4.0 percent
of loans at September 30, 1995. At June 30, 1996, delinquent loans of ninety
days or more decreased to $15,000 or 0.10 percent of loans compared to 1.0
percent in 1993, with total delinquent loans up to $1,005,000 or 4.5 percent of
loans.

Market reviews each loan when it becomes delinquent 30 days or more, to
assess its collectibility and to initiate direct contact with the borrower. The
Company sends the borrower a late payment notice within 15 days after the
payment is due. The Company then initiates both written and oral communication
with the borrower if the loan remains delinquent for 60 days or more. When the
loan becomes delinquent at least 90 days, the Company will commence foreclosure
proceedings. The Company normally accrues interest on loans past due 90 days or
more. Most loans delinquent 90 days still accrue interest, and

<PAGE>

NONPERFORMING ASSETS (CONT.)

at that point in time the Company considers initiating foreclosure procedures.
Market had no real estate owned at September 30, 1994 or 1995, or at June 30,
1996.

Exhibit 16 provides a summary of Market's nonperforming assets at June 30,
1996, and at September 30, 1993 through 1995. Nonperforming assets consist of
non-accrual loans, loans delinquent 90 days or more and real estate acquired by
foreclosure or by deed in lieu. The Company has historically carried a lower
than average level of nonperforming assets when compared to its peer group and
the thrift industry in general. Market's level of nonperforming assets ranged
from a high of $272,000 or 0.60 percent of total assets at September 30, 1993,
to a low of zero at September 30, 1994, and 1995. At June 30, 1996, Market's
nonperforming assets consisted entirely of loans delinquent 90 days or more with
no real estate owned or nonaccrual loans, and totaled $15,000 or 0.03 percent of
assets and 0.10 percent of total loans.

Market's level of nonperforming assets is much lower than its level of
classified assets. The Company's level of classified assets was $53,000 or 0.11
percent of assets at June 30, 1996 (reference Exhibit 17). The Company's
classified assets consisted of $15,000 in substandard assets, with no assets
classified as doubtful and $2,000 classified as loss. The Company's classified
assets were a higher $170,000 at September 30, 1993, or 0.36 percent of assets,
and consisted of $167,000 in substandard assets and $3,000 of assets classified
as loss.

Exhibit 18 shows Market's allowance for loan losses at June 30, 1996, and
for fiscal years 1993 through 1995, indicating the activity and the resultant
balances. Market has witnessed a moderate change in its balance of allowance
for loan losses, changing from $39,000 in 1993 to $52,000 at June 30, 1996, with
provisions of $10,000 in 1993, and $13,000 during the nine months ended June 30,
1996. The Company had net charge-offs of $4,000 in 1993, with no charge-offs or
recoveries in any other period. The Company's ratio of allowance for loan
losses to total loans decreased from 0.21 percent at September

<PAGE>

NONPERFORMING ASSETS (CONT.)

30,1993, to 0.17 percent at September 30, 1995, due simply to growth in loans.
The allowance for loan losses to total loans was a higher 0.23 percent at June
30, 1996. Allowance for loan losses to nonperforming assets were 20.21 percent
at September 30, 1993, and a higher 346.7 percent at June 30, 1996, reflecting
the increase in allowance for loan losses.

INVESTMENTS

The investment and securities portfolio of Market has been comprised of
interest-bearing deposits, Federal funds sold, U.S. government obligations,
mortgage-backed securities, FHLMC stock and FHLB stock. Exhibit 19 provides a
summary of Market's investment portfolio at September 30, 1993 through 1995, and
at June 30, 1996. Total investment securities were $22.1 million at June 30,
1996, compared to $21.5 million at September 30, 1995, and $26.9 million at
September 30, 1993. The primary component of investment securities at June 30,
1996, was interest-bearing deposits, representing 48.7 percent of investments,
followed by U. S. government obligations, representing 36.3 percent, for a
combined total of 87.6 percent. At September 30, 1995, the major component was
again interest-bearing deposits representing a smaller 48.7 percent of
investments, with U. S. government obligations being the second major investment
group comprising 37.1 percent of investments, and these two categories still
representing a strong 85.8 percent. The securities portfolio had a weighted
average yield of 6.05 percent, and the mortgage-backed securities had a weighted
average yield of 9.06 percent for the nine months ended June 30, 1996.

The Company's mortgage-backed securities had a book value of $1.79 million
at June 30, 1996, compared to a market value of $1.86 million. Mortgage-backed
securities are included in total investments and shown in Exhibit 19. Mortgage-
backed securities had

<PAGE>

INVESTMENTS (CONT.)

a book value of $2.21 million at September 30, 1995, compared to a higher fair
market value of $2.31 million.

DEPOSIT ACTIVITIES

The mix of deposits from September 30, 1993, to June 30, 1996, and the
change in the mix is provided in Exhibit 20. There has been a moderate change
in both total deposits and in the deposit mix during this period. Certificates
of deposit witnessed a modest increase in their share of deposits, rising from a
moderate 53.7 percent of deposits at September 30, 1993, to a higher 60.6
percent at June 30, 1996. The rise in the share of certificates of deposits is
typical of the thrift industry overall. The major component of certificates had
rates between 5.0 percent and 5.99 percent and represented 77.2 percent of
certificates at June 30, 1996. At September 30, 1993, the major component of
certificates was the 4.00 percent to 4.99 percent category with a lower 45.2
percent of certificates. Passbook accounts decreased in dollar amount from
$12.1 million to $11.4 million, but their share of total deposits increased from
29.8 percent to 29.9 percent from September 30, 1993, to June 30, 1996,
respectively, with modest decreases in rates during that period. Money market
accounts indicated a larger decrease in their share from 16.4 percent in 1993 to
9.4 percent at June 30, 1996. The Company had no non-interest bearing accounts
or NOW accounts.

Exhibit 21 shows the Company's deposit activity for the three years ended
September 30, 1993 to 1995, and for the nine months ended June 30, 1996. With
interest credited, Market experienced a net decrease in deposits in fiscal years
1993, 1994 and 1995 and an increase for the nine months ended June 30, 1996. In
fiscal year 1993, there was a net decrease in deposits of $1.0 million or 2.4
percent, with net withdrawals exceeding interest credited. In fiscal year 1994,
withdrawals exceeded deposits resulting in a $2.0 million or a 5.0 percent
decrease, and in 1995 there was a net decrease of $618,000 or 1.6

<PAGE>

DEPOSIT ACTIVITIES (CONT.)

percent. For the nine months ended June 30, 1996, an increase in deposit
balances of $134,000 resulted in a net increase in deposits of 0.4 percent.

BORROWINGS

Market has relied on retail deposits as its primary source of funds, making
no use of FHLB advances during the past three fiscal years ended September 30,
1995 or during the nine months ended June 30, 1996. Market has never utilized
FHLB advances.

SUBSIDIARIES

Market has no wholly-owned subsidiaries.

OFFICE PROPERTIES

Market has two offices, its home office located in Mt. Healthy, a suburb
north of downtown Cincinnati and a branch located in North Bend, located west of
Cincinnati. Market owns both its offices. The Company's investment in its
office premises totaled $79,000 or only 0.17 percent of assets at June 30, 1996.

MANAGEMENT

The president, chief executive officer, and managing officer of Market is
John T. Larimer. Mr. Larimer has served the Company as president since 1993 and
as managing officer since November, 1995. Mr. Larimer has been a director since
1976. Mr. Larimer is also an attorney and worked in private practice prior to
working at Market. Mr. Larimer has over twenty years experience in the
financial institution industry having served Market as its counsel since 1976.
Julie Bertsch is chief financial officer of the Company and prior to that was
associated with the accounting firm of Grant Thornton, LLP in its Cincinnati

<PAGE>

MANAGEMENT (CONT.)

office. Charles Dell is vice president in charge of lending and joined Market
in 1996, having served in a similar capacity at a larger area thrift institution
(reference Exhibit 22).

<PAGE>

II. DESCRIPTION OF PRIMARY MARKET AREA

Market Building and Saving's primary market area is Hamilton County, Ohio,
including the city and community of Mt. Healthy, located in Hamilton County.
The Company's home office is located in the City of Mt. Healthy and its branch
is located in North Bend.

The Company's economic performance has been very dependent on the overall
market and economic trends in Hamilton County. Hamilton County is home to a
diverse economy, and is a major center for manufacturing, wholesaling and
retailing. Among its prominent manufacturing groups are transportation
equipment, which includes aircraft engines and auto parts; food products; metal
working and general industrial machinery; chemicals and fabricated metal
products. Nearly 800 firms in Hamilton County are engaged in international
trade and generate large sales to customers outside the United States. Hamilton
County also offers strong opportunities for graduate and undergraduate
education, including the University of Cincinnati and Xavier University among
many other colleges, universities and specialized institutions.

Exhibit 24 provides a summary of key demographic data and trends for the
United States, Ohio, Hamilton County and Mt. Healthy for the periods of 1990,
1995, and 2000. Mt. Healthy indicated a decrease in population from 1990
through 1995, the only decline in population of the four geographic regions in
our table. Hamilton County witnessed no growth in population, while Ohio and
the United States did show increases. Overall, the period of 1990 to 1995 was
characterized by a rise in the national population of 5.7 percent, compared to
an increase in population of 2.8 percent in Ohio. Hamilton County witnessed a
nominal decrease from 866,288 in 1990 to 866,222 in 1995. During the same time,
population also decreased in Mt. Healthy by 1.5 percent, from 44,648 in 1990 to
43,967 in 1995. From 1995 through 2000, the population is projected to continue
to rise in the United States by 5.4 percent and in Ohio by 2.7 percent.
Hamilton County will show no percentage change in population though it will
decrease slightly to 866,216. Mt. Healthy is

<PAGE>

DESCRIPTION OF PRIMARY MARKET AREA (CONT.)

projected to continue to decrease its population by 0.7 percent, declining to
43,639 by the year 2000.

Hamilton County and Mt. Healthy displayed trends in household levels,
similar to their trends in population growth from 1990 to 1995. In 1990,
Hamilton County had a level of households of 338,881 households, and Mt.
Healthy's number of households was 15,970. By 1995, Hamilton County, while
showing no percentage decline, had decreased minimally to 338,749 households,
while Mt. Healthy decreased its number of households by 1.2 percent to 15,785.
Both the county and the city should experience slight decreases in households
from 1995 to 2000. Hamilton County is projected once again to experience no
percentage change, while actually decreasing to 338,595 households, and Mt.
Healthy is projected to decrease by 0.6 percent to 15,692 households. These
decreases are in contrast to Ohio's increase in households of 2.7 percent, and
the United States' increase of 5.3 percent from 1995 to 2000.

Both Mt. Healthy and Hamilton County had higher per capita income levels
than Ohio or the United States in 1990 and 1995. Mt. Healthy's per capita
income was a relatively high $16,805 in 1995 compared to an even higher $18,004
for Hamilton County, while Ohio and the United States experienced lower per
capita income levels of $15,708 and $16,405, respectively. In 1995, this
represented a per capita income for Mt. Healthy that was 6.7 percent lower than
Hamilton County, 7.0 percent higher than Ohio, and 2.4 percent higher than the
United States. From 1990 to 1995, Mt. Healthy and Hamilton County witnessed
increases in median household income which exceeded the average increase in
Ohio, and median household income levels above those of Ohio and the United
States. In 1990, the United States had a median household income of $28,255
compared to $29,276 in Ohio, $29,498 in Hamilton County, and a much higher
$34,088 in Mt. Healthy. In 1995, Mt. Healthy had an even higher $39,043 median
household income, and Hamilton County's level increased to $34,401. These
figures were higher than Ohio and the United

<PAGE>

DESCRIPTION OF PRIMARY MARKET AREA (CONT.)

States at $33,038 and $33,610, respectively. In 2000, Mt. Healthy is projected
to have a median household income that is by far the highest figure among the
four groups on our table, 15.0 percent higher than Hamilton County, 14.9 percent
higher than Ohio and 13.1 percent higher than the United States. Mt. Healthy's
median household income is projected to decrease by 4.5 percent to $37,300 by
2000, remaining higher than Hamilton County at $32,443, Ohio at $32,477, and the
United States at $32,972.

The major business source of personal income by industry group in Hamilton
County, based on total wages, was the manufacturing industry. This sector
contributed 30.3 percent of the wages in 1993, which was somewhat lower than
Ohio at 34.8 percent and moderately higher than the United States at 24.8
percent (reference Exhibit 25). The major employers in Hamilton County are:

Employer Industry Employees
- -------- -------- ---------
Procter & Gamble Co. Manufacturing 14,150
U.S. Government (all agencies) Government 13,562
University of Cincinnati Government 11,716
The Kroger Co. Wholesale/Retail 10,000
G.E. Aircraft Engines Manufacturing 8,000
City of Cincinnati Government 7,526
Cincinnati Public Schools Government 6,226
Hamilton County Government 5,679
Cincinnati Gas & Electric Co. Services 5,000
Cincinnati Milacron Manufacturing 5,000
AK Steel Manufacturing 4,300

The major provider of income in the United States was the services industry
with a 31.0 percent share in 1993, while manufacturing was the major provider in
Ohio at 34.8 percent. The leading provider of income in Hamilton County was
also manufacturing at

<PAGE>

DESCRIPTION OF PRIMARY MARKET AREA (CONT.)

30.3 percent, whereas the services sector ranked second at 28.5 percent of
personal income and the wholesale/retail trade was third in Hamilton County with
a 22.2 percent share of personal income. These numbers compare to 19.3 percent
for wholesale/retail and 26.5 percent for services in Ohio. The
wholesale/retail trade group was the, third major source of personal income in
the United States at 19.8 percent and in Ohio at 19.3 percent. The
construction, finance, insurance and real estate, transportation/utilities, and
the agriculture/mining groups combined to contribute 19.0 percent of the wages
earned in Hamilton County, 19.4 percent of wages earned in Ohio, and 24.4
percent in the United States. The mix of income sources by industry group for
Hamilton County was similar to Ohio's mix in that both were dominated by the
manufacturing, wholesale/retail, and services sectors.

Exhibit 26 provides a summary of key housing data for Mt. Healthy, Hamilton
County, Ohio, and the United States. Mt. Healthy is characterized by the
highest share of owner-occupied housing among the four areas outlined on Exhibit
26, at 74.9 percent, whereas Hamilton County has the lowest share of owner-
occupancy at 58.3 percent. Ohio and the United States fall in the middle of
these two figures at 67.5 percent and 64.2 percent, respectively.
Correspondingly, Mt. Healthy supports a low rate of renter-occupied housing of
25.1 percent compared to 41.7 percent in Hamilton County, which is higher than
Ohio at 32.5 percent, and the United States at 35.8 percent. Mt. Healthy had a
median housing value of $64,696 which is 2.0 percent higher than Ohio's value of
$63,457, but lower than the Hamilton County and the United States' median
housing values of $72,243 and $79,098, respectively. Mt. Healthy had a median
rent of $373 which is exceeded only by the United States at $374. These median
rent figures are significantly higher than Hamilton County at $304 and Ohio at
$296.

An economic indicator that pertains more directly to the banking and thrift
industries is the issuance of new housing permits (reference Exhibit 27). In
1991, 1,713 new housing permits were issued in Hamilton County, and in 1992, his
number grew by 22.4 percent to

<PAGE>

DESCRIPTION OF PRIMARY MARKET AREA (CONT.)

2,096 new housing permits in Hamilton County. These numbers are fairly small
when compared to the issuance of 29,542 permits in Ohio, and 796,647 in the
United States. Ohio and the United States also witnessed building permit growth
rates of 16.3 percent and 20.1 percent, respectively, in 1992. In 1993,
however, Ohio and the United States witnessed less significant growth, and
Hamilton County authorized 1,924 new permits, a decrease of 8.2 percent over the
previous year. Ohio's increase of 9.1 percent was higher than the United States
increase in new housing permits of 8.6 percent. Hamilton County's decline
continued through 1994, when the county issued 1,676 new housing permits, a 12.9
percent decrease, compared to increases of 5.2 percent and 8.8 percent in Ohio
and the United States, respectively.

The unemployment rate is another key economic indicator. Exhibit 28 shows
the average unemployment rates in Hamilton County, Ohio, and the United States
in 1990, 1994 and April, 1996. Hamilton County has been characterized by
unemployment rates lower than Ohio and the United States in 1990, 1994 and to
date in 1996. The County has experienced an increase in its unemployment rate
from 4.2 percent in 1990 to 4.8 percent in 1994, but then declined to 3.6
percent by April, 1996. This represents a 25.0 percent decline in unemployment
since 1994 for Hamilton County, compared to a 20.0 percent decline for Ohio and
a 11.5 percent decline for the United States since 1994. Hamilton County's
April unemployment figure is 18.1 percent lower than the state unemployment
level and 33.3 percent lower than the unemployment figure for the United States
for April, 1996.

Exhibit 29 provides deposit data for banks, thrifts, and credit unions in
the Company's market area of Hamilton County. Market Building and Saving's
market penetration in Hamilton County was a minimal 1.1 percent of thrift
deposits and 0.2 percent of all financial institution deposits which totaled
$16.4 billion.

<PAGE>

DESCRIPTION OF PRIMARY MARKET AREA (CONT.)

Exhibit 30 provides interest rate data by quarter for the years 1992
through the first quarter of 1996. The rates tracked are the prime rate, as
well as the rates on 90-Day, One-Year and 30-Year Treasury Bills. Rates
indicated a declining trend in the first three quarters of 1992, but then began
to rise in the fourth quarter with the exception of the prime rate, which
remained at a lower level at year end. In 1993 rates experienced some
volatility, but indicated the beginning of a rising trend in the last quarter.
This rising trend continued throughout all of 1994 and into the first quarter of
1995 with prime reaching 9.00 percent. After the first quarter of 1995,
however, rates experienced considerable declines through the end of 1995, with
the prime rate decreasing to 8.50 percent. Such decrease in the prime rate
continued through the first quarter of 1996 as it fell to 8.25 percent. Rates
on T-bills, however, witnessed an increase with 30-Year Treasury Bills
experiencing the largest increase.

SUMMARY

To summarize, Hamilton County in general and Mt. Healthy in particular
represent a somewhat stagnant market in terms of population growth and household
levels. However, per capita income and median household income have reached
levels above state and national averages. The market is led by the
manufacturing industry, which provides almost one third of all jobs in Hamilton
County, and unemployment levels have historically been lower than state and
national levels. The city of Mt. Healthy also had a higher median rent level
than Ohio or Hamilton County, and also a higher median household value than
Ohio. Hamilton County has a relatively strong financial institution market
dominated by the banking industry with $12.4 billion in deposits and $16.3
billion in total deposits for banks, thrifts and credit unions. The market area
represents an overall positive market.

35
<PAGE>

III. COMPARABLE GROUP SELECTION

INTRODUCTION

Integral to the valuation of Market is the selection of an appropriate
group of publicly-traded thrift institutions, hereinafter referred to as the
"comparable group". This section identifies the comparable group and describes
each parameter used in the selection of each institution in the group, resulting
in a comparable group based on such specific and detailed parameters, current
financials and recent trading prices. The various characteristics of the
selected comparable group provide the primary basis for making the necessary
adjustments to the Company's pro forma value relative to the comparable group.
There is also a recognition and consideration of financial comparisons with all
publicly-traded, SAIF-insured thrifts in the United States and all publicly-
traded, SAIF-insured thrifts in the Midwest and in Ohio.

Exhibits 31 and 32 present Thrift Stock Prices and Pricing Ratios and Key
Financial Data and Ratios, respectively, both individually and in aggregate, for
the universe of 335 publicly-traded, SAIF-insured thrifts in the United States
("all thrifts"), excluding mutual holding companies, used in the selection of
the comparable group and other financial comparisons. Exhibits 31 and 32 also
subclassify all thrifts by region, including the 152 Midwest thrifts ("Midwest
thrifts") and the 31 thrifts in Ohio ("Ohio thrifts"), and by trading exchange.
Exhibit 33 presents prices, pricing ratios and price trends for all SAIF-insured
thrifts completing their conversions between January 1, 1996, and August 2,
1996.

The selection of the comparable group was based on the establishment of
both general and specific parameters using financial, operating and asset
quality characteristics of Market as determinants for defining those parameters.
The determination of parameters was also based on the uniqueness of each
parameter as a normal indicator of a thrift institution's operating philosophy
and perspective. The parameters established and defined are considered to be
both reasonable and reflective of Market's basic operation. Inasmuch as the
comparable group must consist of at least ten institutions, the parameters
relating to

<PAGE>

INTRODUCTION (CONT.)

asset size and geographic location have been expanded as necessary in order to
fulfill this requirement.

GENERAL PARAMETERS

MERGER/ACQUISITION

The comparable group will not include any institution that is in the
process of a merger or acquisition due to the price impact of such a pending
transaction. The thrift institutions that were potential comparable group
candidates but were not considered due to their involvement in a
merger/acquisition or a potential merger/acquisition include the following:

Institution State
- ----------- -----
Financial Security Corp. Illinois
Workingmens Capital Holdings Indiana
Marshalltown Financial Corp. Iowa
Circle Financial Corp. Ohio
Seven Hills Financial Corp. Ohio
Third Financial Corp. Ohio
Bridgeville Savings Bank Pennsylvania

Five thrift institutions in Market's city, county or market area are
currently involved in merger/acquisition activity or have been recently so
involved, as indicated in Exhibit 34.

<PAGE>

MUTUAL HOLDING COMPANIES

The comparable group will not include any mutual holding companies. Mutual
holding companies typically demonstrate higher price to book valuation ratios
that are the result of their minority ownership structure that are inconsistent
with those of conventional, publicly-traded institutions. Exhibit 35 presents
pricing ratios and Exhibit 36 presents key financial data and ratios for all
publicly-traded, SAIF-insured mutual holding companies in the United States.
The following thrift institutions were potential comparable group candidates,
but were not considered due to their mutual holding company form:

Institution State
----------- -----
Webster City Federal Savings Company, MHC Iowa
Wayne Savings & Loan Co., MHC Ohio
Greater Delaware Valley Savings Bank, MHC Pennsylvania

TRADING EXCHANGE

It is necessary that each institution in the comparable group be listed on
one of the two major stock exchanges, the New York Stock Exchange or the
American Stock Exchange, or traded over-the-counter ("OTC") and listed on the
National Company of Securities Dealers Automated Quotation System ("NASDAQ").
Such a listing indicates that an institution's stock has demonstrated trading
activity and is responsive to normal market conditions, which are requirements
for listing. Of the 353 publicly-traded, SAIF insured institutions, including
18 mutual holding companies, 14 are traded on the New York Stock Exchange, 17
are traded on the American Stock Exchange and 322 are listed on NASDAQ.

<PAGE>

IPO DATE

Another general parameter for the selection of the comparable group is the
initial public offering ("IPO") date, which must be at least four quarterly
periods prior to the trading date of August 2, 1996, used in this report, in
order to insure at least four consecutive quarters of reported data as a
publicly-traded institution. The resulting parameter is a required IPO date
prior to March 31, 1995.

GEOGRAPHIC LOCATION

The geographic location of an institution is a key parameter due to the
impact of various economic and thrift industry conditions on the performance and
trading prices of thrift institution stocks. Although geographic location and
asset size are the two parameters that have been developed incrementally to
fulfill the comparable group requirements, the geographic location parameter has
definitely eliminated regions of the United States distant to Market, including
the western states, the Southeastern states and the New England states.

The geographic location parameter consists of Ohio, its surrounding states
of Kentucky, Indiana, Michigan, Pennsylvania and West Virginia, as well as the
states of Iowa, Illinois and Wisconsin, for a total of nine states. To extend
the geographic parameter beyond those states could result in the selection of
similar thrift institutions with regard to financial conditions and operating
characteristics, but with different pricing ratios due to their geographic
regions. The result could then be an unrepresentative comparable group with
regard to price relative to the parameters and, therefore, an inaccurate value.

<PAGE>

ASSET SIZE

Asset size was another key parameter used in the selection of the
comparable group. The maximum total assets for any comparable group institution
considered was $250 million, due to the typically different operating
strategies, expansion capabilities, liquidity of stock and acquisition appeal of
larger institutions when compared to Market, with assets of approximately $46
million. Such an asset size parameter was necessary to obtain a comparable
group of at least ten institutions.

In connection with asset size, we did not consider the number of offices or
branches in selecting or eliminating candidates since this characteristic is
directly related to operating expenses, which are recognized as an operating
performance parameter.

SUMMARY

Exhibits 37 and 38 show the 35 institutions considered as comparable group
candidates after applying the general parameters, with the shaded lines denoting
the institutions ultimately selected for the comparable group using the balance
sheet, performance and asset quality parameters established in this section.

<PAGE>

BALANCE SHEET PARAMETERS

INTRODUCTION

The balance sheet parameters focused on seven balance sheet ratios as
determinants for selecting a comparable group, as presented in Exhibit 37. The
balance sheet ratios consist of the following:

1. Cash and Investments/Assets
2. Mortgage-Backed Securities/Assets
3. One- to Four-Family Loans/Assets
4. Total Net Loans/Assets
5. Total Net Loans and Mortgage-Backed Securities/Assets
6. Borrowed Funds/Assets
7. Equity/Assets

The parameters enable the identification and elimination of thrift
institutions that are distinctly different from Market with regard to asset mix.
The balance sheet parameters also distinguish institutions with a significantly
different capital position from Market. The ratio of deposits to assets was not
used as a parameter as it is directly related to and affected by an
institution's equity and borrowed funds ratios, which are separate parameters.

EQUITY TO ASSETS

Market's equity to assets ratio as of June 30, 1996, was 16.28 percent.
The equity to assets ratio for Market after conversion, based on the midpoint
value of $10,100,000 and net proceeds to the Company of approximately $4.8
million, is projected to stabilize in the area of 24.0 percent to 25.0 percent.
Based on those equity ratios, we have defined the equity ratio parameter to be
8.0 percent to 25.0 percent with a midpoint ratio of 16.5 percent.

<PAGE>

ONE- TO FOUR-FAMILY LOANS TO ASSETS

Market's lending activity is focused on the origination of residential
mortgage loans secured by one- to four-family dwellings. One- to four-family
loans, including construction loans, represented 44.8 percent of the Company's
assets at June 30, 1996, which is below to industry averages. The parameter for
this characteristic requires any comparable group institution to have from 35.0
percent to 70.0 percent of its assets in one- to four-family loans with a
midpoint of 52.5 percent.

CASH AND INVESTMENTS TO ASSETS

Market's level of cash and investments to assets was 45.5 percent at June
30, 1996, and reflects the Company's level of investments considerably higher
than national and regional averages. The Company's investments consist
primarily of FHLB deposits and government securities. It should be noted that
for the purposes of comparable group selection and comparison, Federal Home Loan
Bank stock is included in other assets rather than in investments. During the
past five fiscal years, Market's level of cash and investments to assets has
averaged 46.1 percent, from a high of 50.3 percent at September 30, 1993, to a
low of 40.7 percent in 1994.

The parameter range for cash and investments is broad due to the volatility
of this parameter and to prevent the elimination of otherwise good potential
comparable group candidates. The range has been defined as 10.0 percent of
assets to 50.0 of assets, with a midpoint of 30.0 percent.

MORTGAGE-BACKED SECURITIES TO ASSETS

At June 30, 1996, Market's ratio of mortgage-backed securities to assets
was 3.9 percent, well below the national average of 14.0 percent and the
regional average of 9.8 percent. Inasmuch as many institutions purchase
mortgage-backed securities as an alternative to lending relative to cyclical
loan demand and prevailing interest rates, this

<PAGE>

MORTGAGE-BACKED SECURITIES TO ASSETS (CONT.)

parameter is moderately broad at 25.0 percent or less of assets and a midpoint
of 12.5 percent.

TOTAL NET LOANS TO ASSETS

At June 30, 1996, Market had a ratio of total net loans to assets of 48.4
percent and a five fiscal year average of 44.5 percent. The parameter for the
selection of the comparable group is from 40.0 percent to 85.0 percent with a
midpoint of 62.5 percent. The wider range is simply due to the fact, as stated
above, that many institutions purchase a greater or smaller volume of mortgage-
backed securities as an alternative to lending, but may otherwise be similar to
Market.

TOTAL NET LOANS AND MORTGAGE-BACKED SECURITIES TO ASSETS

As discussed previously, Market's shares of mortgage-backed securities to
assets and total net loans to assets were 3.9 percent and 48.4 percent,
respectively, for a combined share of 52.2 percent. Recognizing the industry
and regional ratios of 14.0 percent and 9.8 percent, respectively, of mortgage-
backed securities to assets, the parameter range for the comparable group in
this category is 45.0 percent to 90.0 percent, with a midpoint of 67.5 percent.

ADVANCES TO ASSETS

Market was absent FHLB advances at June 30, 1996, and likewise had no
advances at the end of its last five fiscal years. The use of borrowed funds by
some thrift institutions indicates an alternative to retail deposits and may
provide a source of term funds for lending. The federal insurance premium on
deposits has also increased the attractiveness of borrowed funds.

<PAGE>

ADVANCES TO ASSETS (CONT.)

The public demand for longer term funds increased in 1994 and the first
half of 1995 due to the rise in interest rates. The result was competitive
rates on longer term Federal Home Loan Bank advances, and an increase in
borrowed funds by many institutions as an alternative to higher cost, long term
certificates. The ratio of borrowed funds to assets, therefore, does not
typically indicate higher risk or more aggressive lending, but primarily an
alternative to retail deposits.

The required range of borrowed funds to assets is 30.0 percent or less with
a midpoint of 15.0 percent, similar to the national average of 12.5 percent.

<PAGE>

PERFORMANCE PARAMETERS

INTRODUCTION

Exhibit 38 presents five parameters identified as key indicators of
Market's earnings performance and the basis for such performance. The primary
performance indicator is the Company's return on average assets ("ROAA"). The
second performance indicator is the Company's return on average equity ("ROAE").
To measure the Company's ability to generate net interest income, we have used
net interest margin. The supplemental source of income for the Company is
noninterest income, and the parameter used to measure this factor is noninterest
income to assets. The final performance indicator that has been identified is
the Company's ratio of operating expenses to assets (noninterest expenses to
assets), a key factor in distinguishing different types of operations,
particularly institutions that are aggressive in secondary market activities
which results in much higher operating costs and overhead ratios.

RETURN ON AVERAGE ASSETS

The key performance parameter is the ROAA. Market's most recent ROAA was
0.85 percent for the twelve months ended June 30, 1996, based on identical net
and core earnings after taxes as detailed in Item I of this report and presented
in Exhibit 7. The Company's ROAA over the past five fiscal years, based on net
earnings, has ranged from a low of 0.45 percent in 1991 to a high of 1.02
percent in 1995 with an average ROAA of 0.81 percent, similar to the current
period. The Company's pro forma ROAA at the time of conversion is 1.02 percent,
and for the four quarters following conversion in the fourth quarter of 1996,
Market's ROAA is projected to be between 0.70 percent and 0.88 percent,
remaining within that range through the end of 1998.

<PAGE>

RETURN ON AVERAGE ASSETS (CONT.)

Considering primarily the historical, current and projected earnings
performance of Market, the range for the ROAA parameter based on net income has
been defined as 0.55 percent to a high of 1.20 percent with a midpoint of 0.88
percent.

RETURN ON AVERAGE EQUITY

The ROAE has been used as a secondary parameter to eliminate any
institutions with an unusually high or low ROAE that is inconsistent with the
Company's position. This parameter does not provide as much meaning for a newly
converted thrift institution as it does for established stock institutions, due
to the newness of the capital structure of the newly converted thrift and the
inability to accurately reflect a mature ROAE for the newly converted thrift
relative to other stock institutions.

The consolidated ROAE for the Company and the Corporation on a pro forma
basis at the time of conversion is 3.55 percent based on the midpoint valuation.
Prior to conversion, the Company's ROAE was 5.36 percent for the twelve months
ended June 30, 1996, based on net income, with a five fiscal year average ROAE
of 6.38 percent. The parameter range for the comparable group, based on net
income, is from 2.0 percent to 10.0 percent with a midpoint of 6.0 percent.

NET INTEREST MARGIN

Market had a net interest margin of 3.31 percent based on the twelve month
period ended June 30, 1996. The Company's range of net interest margin for the
past five fiscal years has been from a low of 2.14 percent in 1991 to a high of
3.55 percent in 1995 with an average of 2.92 percent.

<PAGE>

NET INTEREST MARGIN (CONT.)

The parameter range for the selection of the comparable group is from a low
of 2.75 percent to a high of 4.00 percent with a midpoint of 3.38 percent.

OPERATING EXPENSES TO ASSETS

Market had a lower than average operating expense to average assets ratio
of 1.92 percent for the twelve months ended June 30, 1996. The Company's ratio
of operating expenses to average assets for the last five years has ranged from
a low of 1.46 percent in 1991 to a high of 1.89 percent in 1995 with an average
of 1.63 percent, considerably lower than the industry average of approximately
2.30 percent.

The operating expense to assets parameter for the selection of the
comparable group is from a low of 1.50 percent to a high of 2.75 percent with a
midpoint of 2.13 percent.

NONINTEREST INCOME TO ASSETS

Market experienced a much lower than average dependence on noninterest
income as a source of additional income for the twelve months ended June 30,
1996, and the fiscal year ended September 30, 1995, at 0.02 percent of average
assets for both annual periods. For the four fiscal years prior to 1995, the
Company also had ratios of noninterest income to average assets much lower than
average. The Company's noninterest income to average assets of 0.02 percent for
the twelve months ended June 30, 1996, was below the industry average of 0.44
percent for that period. Market's noninterest income for the past five fiscal
years, including net gains and losses, has remained generally constant, from a
high of 0.03 percent of assets in 1994 to a low of 0.02 percent in fiscal years
1995, 1993, 1992 and 1992, with an average ratio of 0.02 percent.

<PAGE>

NONINTEREST INCOME TO ASSETS (CONT.)

The range for this parameter for the selection of the comparable group is
0.35 percent of assets or less, with a midpoint of 0.18 percent.

ASSET QUALITY PARAMETERS

INTRODUCTION

The final set of financial parameters used in the selection of the
comparable group are asset quality parameters, also shown in Exhibit 38. The
purpose of these parameters is to insure that any thrift institution in the
comparable group has an asset quality position similar to that of Market. The
three defined asset quality parameters are the ratios of nonperforming assets to
total assets, repossessed assets to total assets and loan loss reserves to total
assets at the end of the most recent period.

NONPERFORMING ASSETS TO ASSETS RATIO

Market's ratio of nonperforming assets to assets was 0.03 percent at June
30, 1996, which is considerably lower than both the national average of 1.34
percent and the Midwest regional average of 0.58 percent, compared to the
Company's absence of nonperforming assets at September 30, 1995. For the five
fiscal years ended September 30, 1995, the Company's ratio decreased
significantly from a high of 0.81 percent at September 30, 1991, to a low of
zero at September 30, 1994 and 1995, with a five year average of 0.39 percent.

The parameter range for nonperforming assets to assets has been defined as
0.75 percent of assets or less with a midpoint of 0.38 percent.

<PAGE>

REPOSSESSED ASSETS TO ASSETS

Market was absent repossessed assets at June 30, 1996, and at the end of
its past five fiscal years. National and regional averages were 0.63 percent
and 0.47 percent, respectively.

The range for the repossessed assets to total assets parameter is 0.20
percent of assets or less with a midpoint of 0.10 percent, significantly below
the industry average.

LOANS LOSS RESERVES TO ASSETS

Market had a loan loss reserve or allowance for loan losses of $52,000,
representing a loan loss allowance to total assets ratio of 0.11 percent at June
30, 1996, which is higher than its ratio of 0.09 percent at both September 30,
1995 and 1994.

The loan loss allowance to assets parameter range used for the selection of
the comparable group focused on a minimum required ratio of 0.10 percent of
assets.

THE COMPARABLE GROUP

With the application of the parameters previously identified and applied,
the final comparable group represents ten institutions identified in Exhibits
39, 40 and 41. The comparable group institutions range in size from $73.0
million to $216.5 million with an average asset size of $151.9 million and have
an average of 3.6 offices per institution compared to Market with assets of
$46.3 million and 2 offices. One of the comparable group institutions was
converted in 1988, three in 1993, five in 1994 and one in 1995.

Exhibit 42 presents a comparison of Market's market area demographic data
with that of each of the institutions in the comparable group.

<PAGE>

SUMMARY OF COMPARABLE GROUP INSTITUTIONS

ENTERPRISE FEDERAL BANCORP, Lockland, Ohio, is the holding company for
Enterprise Federal Savings Bank, which operates five offices in the Cincinnati,
Ohio, area. With assets of $203.4 million and equity of $31.5 million,
Enterprise reported an ROAA of 1.03 percent and an ROAE of 5.52 percent for its
most recent four quarters.

COMMUNITY INVESTORS BANCORP, INC., Bucyrus, Ohio, is the holding company
for First Federal Savings and Loan Association of Bucyrus. The Association
serves its Crawford County, Ohio, market with three offices, two in Bucyrus and
one in New Washington. As of its most recent quarter, the Association had
assets of $85.8 million and equity of $11.9 million, and reported an ROAA of
1.01 percent and an ROAE of 6.98 percent.

FEW CORPORATION, Wabash, Indiana, is the holding company of First Federal
Savings Bank of Wabash, and operates three offices, two of which are in Wabash
County, Indiana. The third office is located in nearby Kosciusko County, giving
the Bank a combined market area population of 102,500. The Company has an asset
size of $148.9 million with equity of $16.1 million and reported an ROAA of 0.90
percent for its most recent four quarters.

FIRST FRANKLIN CORPORATION, Cincinnati, Ohio, is the holding company of
Franklin Savings & Loan Company which operates seven branches in the Greater
Cincinnati Metropolitan Area. The Company has assets of $216.1 million and
equity of $20.5 million and reported an ROAA of 0.63 percent.

HARVEST HOME FINANCIAL CORPORATION, Cincinnati, Ohio, is the holding
company for Harvest Home Savings Bank, which operates three offices serving the
Greater Cincinnati area. The Bank had assets of 73.0 million and equity of 12.9
million at the end of its most recent quarter, and reported an ROAA of 0.80
percent for its trailing four quarters.

<PAGE>

SUMMARY OF COMPARABLE GROUP INSTITUTIONS (CONT.)

MFB CORP., Mishawaka, Indiana, is the holding company for Mishawaka Federal
Savings. Mishawaka Federal operates four offices in Mishawaka and surrounding
St. Joseph County. As of the most recent quarter, Mishawaka Federal had total
assets of $200.9 million, and total equity of $38.8 million. For the most
recent four quarters, Mishawaka Federal reported an ROAA of 0.69 percent.

MILTON FEDERAL FINANCIAL CORPORATION, West Milton, Ohio, is the holding
company for Milton Federal Savings and Loan Association. The Association
operates two full service offices, one in West Milton, Ohio, in Miami County and
the other in Englewood, Ohio, in Montgomery County. Milton Federal has assets
of $171.7 million, equity of $34.3 million and an ROAA of 1.13 percent for its
most recent four quarters.

NORTH BANCSHARES, INC., Chicago, Illinois, is the holding company for North
Federal Savings Bank, a community oriented thrift operating 2 offices in the
Chicago area. As of the most recent quarter, the Bank had assets of $114.3
million and equity of $19.8 million, and reported an ROAA of 0.57 percent for
its most recent four quarters.

OHSL FINANCIAL CORP., Cincinnati, Ohio, is the holding company for Oak
Hills Savings and Loan Company, F.A. The Company's headquarters and three
offices are all in Hamilton County, and serve the Greater Cincinnati
Metropolitan Area. The Company has total assets of $205.5 million and equity of
$25.5 million, and had an ROAA of 0.95 percent for its most recent four
quarters.

STATEFED FINANCIAL CORP., Des Moines, Iowa, is the holding company for
State Federal Savings and Loan Association of Des Moines, operating two offices
in Polk County, Iowa. The Association has total assets of $74.2 million and
equity of $14.9 million and reported an ROAA of 1.18 percent for its most recent
four quarters.

<PAGE>

IV. ANALYSIS OF FINANCIAL PERFORMANCE

This section reviews and compares the financial performance of Market to
all thrifts, regional thrifts, Ohio thrifts and the ten institutions
constituting Market's comparable group, as selected and described in the
previous section. The comparative analysis focuses on financial condition,
earning performance and pertinent ratios as presented in Exhibits 43 through 48.

As presented in Exhibits 43 and 44, at June 30, 1996, Market's total equity
of 16.28 percent of assets was higher than the 15.18 percent for the comparable
group, and also higher than the 12.84 percent ratio of all thrifts, the 14.16
percent ratio for Midwest thrifts, and the 13.45 percent ratio for Ohio thrifts.
The Company had a 48.38 percent share of net loans in its asset mix,
significantly lower than the comparable group at 66.55 percent, all thrifts at
66.59 percent, Midwest thrifts at 68.35 percent and Ohio thrifts at 72.04
percent. Market's share of net loans, lower than industry averages, is
reflected in its higher level of cash and investments of 45.54 percent,
notwithstanding its lower share of mortgage-backed securities of 3.86 percent.
The comparable group had a higher 8.58 percent share of mortgage-backed
securities, but a much lower 24.27 percent share of cash and investments. All
thrifts had 14.52 percent of assets in mortgage-backed securities and 13.95
percent in cash and investments. Market's share of deposits of 82.56 percent
was significantly higher than the comparable group and the three geographic
categories, reflecting the Company's absence of FHLB advances. The comparable
group had deposits of 73.10 percent and borrowings of 10.79 percent. All
thrifts averaged a 73.18 percent share of deposits and 12.52 percent of borrowed
funds, while Midwest thrifts had a 72.12 percent share of deposits and an 12.51
percent share of borrowed funds. Ohio thrifts averaged a 76.66 percent share of
deposits and a 8.77 percent share of borrowed funds. Market was absent goodwill
and other intangibles, while the comparable group averaged a nominal 0.01
percent. The ratio to assets of goodwill and other intangibles was 0.33 percent
for all thrifts, 0.15 percent for Midwest thrifts and 0.18 percent for Ohio
thrifts.

<PAGE>

ANALYSIS OF FINANCIAL PERFORMANCES (CONT.)

Operating performance indicators are summarized in Exhibits 45 and 46 and
provide a synopsis of key sources of income and key expense items for Market in
comparison to the comparable group, all thrifts, and regional thrifts for the
trailing four quarters.

As shown in Exhibit 47, for the twelve months ended June 30, 1996, Market
had a yield on average interest-earning assets lower than the comparable group
and the three geographical categories. The Company's yield on interest-earning
assets was 7.30 percent compared to the comparable group at 7.60 percent, all
thrifts at 7.72 percent, Midwest thrifts at 7.70 percent and Ohio thrifts at
7.86 percent.

The Company's cost of funds for the twelve months ended June 30, 1996, was
also lower than the comparable group and all geographical categories for their
most recent four quarters. Market had an average cost of interest-bearing
liabilities of 4.70 percent compared to 5.15 percent for the comparable group,
4.91 percent for all thrifts, 5.00 percent for Midwest thrifts and 4.99 for Ohio
thrifts. The Company's interest income and interest expense ratios resulted in
an interest rate spread of 2.60 percent, which was higher than the comparable
group at 2.45 percent, but lower than all thrifts at 2.82 percent, Midwest
thrifts at 2.70 percent, and Ohio thrifts at 2.87 percent. Market demonstrated
a net interest margin of 3.31 percent for the twelve months ended June 30, 1996,
based on average interest-earning assets, which was similar to the comparable
group ratio of 3.25 percent. All thrifts also averaged a similar 3.34 percent
net interest margin for the trailing four quarters, as did Midwest thrifts at
3.32 percent, while Ohio thrifts averaged a modestly higher 3.45 percent.

Market's major source of income is interest earnings, as is evidenced by
the operations ratios presented in Exhibit 46. The Company made a $13,000
provision for loan losses during the twelve months ended June 30, 1996,
representing a 0.03 percent ratio to

<PAGE>

ANALYSIS OF FINANCIAL PERFORMANCES (CONT.)

average assets, almost identical to the comparable group at 0.04 percent, but
lower than all thrifts at 0.12 percent, Midwest thrifts at 0.08 percent and Ohio
thrifts at 0.05 percent.

Reflecting the Company's absence of repossessed assets, and very low levels of
high risk real estate loans and nonperforming and classified assets, its loan
loss reserve remains lower than national, regional and state averages. The
Company's non-interest income was $8,000 or 0.02 percent of average assets for
the twelve months ended June 30, 1996, much lower than the comparable group at
0.15 percent, all thrifts at 0.44 percent, Midwest thrifts at 0.41 percent and
Ohio thrifts at 0.26 percent. For the twelve months ended June 30, 1996,
Market's operating expense ratio was 1.92 percent, similar to the comparable
group but considerably lower than the three geographical averages. The
comparable group's operating expense ratio was 2.00 percent, while all thrifts
averaged 2.29 percent, Midwest thrifts averaged 2.20 percent and Ohio thrifts
averaged 2.21 percent.

The overall impact of Market's income and expense ratios is reflected in
the Company's income and return on assets. The Company had an ROAA, based on
both net and core income, of 0.85 percent for the twelve months ended June 30,
1996. For its most recent four quarters, the comparable group had a higher ROAA
of 0.89 percent based on net income, but a lower ROAA of 0.84 percent based on
core income. All thrifts averaged a similar net ROAA of 0.86 percent, while
Midwest thrifts and Ohio thrifts averaged a higher 0.92 percent and 0.93
percent, respectively. Midwest thrifts indicated a core ROAA of 0.86 percent,
while all thrifts and Ohio thrifts averaged a core ROAA of 0.80 percent and 0.88
percent, respectively.

<PAGE>

V. MARKET VALUE ADJUSTMENTS

This is a conclusive section where adjustments are made to determine the
pro forma market value or appraised value of the Corporation based on a
comparison of Market with the comparable group. These adjustments will take
into consideration such key items as earnings performance, market area,
financial condition, dividend payments, subscription interest, liquidity of the
stock to be issued, management, and market conditions or marketing of the issue.
It must be remembered that all of the institutions in the comparable group have
their differences, and as a result, such adjustments become necessary.

EARNINGS PERFORMANCE

In analyzing earnings performance, consideration was given to the level of
net interest income, the level and volatility of interest income and interest
expense relative to changes in market area conditions and overall interest
rates, the quality of assets as it relates to the presence of problem assets
which may result in adjustments to earnings, the level of current and historical
classified assets and real estate owned, the level of valuation allowances to
support any problem assets or nonperforming assets, the level and volatility of
non-interest income, and the level and trend of non-interest expenses.

As discussed earlier, the Company's historical business philosophy has
focused on strengthening its net interest income, maintaining its current low
level of nonperforming assets, improving its ratio of interest sensitive assets
relative to interest sensitive liabilities, maintaining stable net earnings,
maintaining an adequate level of general valuation allowances to reduce the
impact of any unforeseen losses, and closely scrutinizing and maintaining its
reasonable level of overhead expenses. The Company will continue to focus on
striving to increase its yield on interest-earning assets, its net interest
spread and its net interest margin, and to maintain its lower cost of savings,
through well designed and more active lending and the continued conservative
pricing of deposits, and to strive to improve its ratio of interest sensitive
assets relative to interest sensitive liabilities through the

<PAGE>

EARNINGS PERFORMANCE (CONT.)

origination of adjustable-rate mortgage loans for the first time and to increase
its level of construction loans.

Earnings are often related to an institution's ability to generate loans.
The Company was a moderately active originator of mortgage loans in fiscal years
1993 and 1994, but loan origination activity declined significantly in fiscal
year 1995, although it rebounded modestly during the twelve months ended June
30, 1996. In fiscal years 1993 and 1994, total loan originations were $7.7
million and $10.6 million, respectively. In fiscal year 1995, originations
declined by 77.9 percent to $2.4 million and for the twelve months ended June
30, 1996, originations were a higher $3.6 million, with most the changes
occurring in the category of one- to four-family residential loans. Higher
levels of principal repayments during fiscal years 1993 and 1994 offset a
significant portion of the Company's originations, resulting in a very small
increase in net loans receivable in fiscal year 1993 and a moderate increase in
1994. In fiscal year 1995 and the twelve months ended June 30, 1996, much lower
originations resulted in net decreases in net loans receivable. Market's loans
receivable increased a significant $8.1 million or 56.9 percent from September
30, 1991, to June 30, 1996, an annualized average increase of 12.0 percent, with
totals remaining generally constant in fiscal years 1991 to 1993, increasing
62.6 percent in fiscal year 1994, reflecting Market's merger with Cleves-North
Bend Building and Loan Company, and then decreasing at both September 30, 1995,
and June 30, 1996. The Company's focus has consistently been on the origination
of fixed-rate one- to four-family residential mortgage loans, with that loan
category constituting a preponderant 95.9 percent, 95.8 percent and 89.7 percent
of total origination in fiscal years 1993, 1995 and 1995, respectively, and 93.8
percent for the twelve months ended June 30, 1996. Construction loans
represented the second largest loan origination category in fiscal year 1995 and
for the twelve months ended June 30, 1996, although no construction loans
remained outstanding at June 30, 1996. Non-residential loans was the second
largest loan origination category in fiscal years 1993 and 1994. The impact of
these primary lending efforts has been to generate a yield on

<PAGE>

EARNINGS PERFORMANCE (CONT.)

average interest-earning assets of 7.30 percent for Market for the twelve months
ended June 30, 1996, compared to 7.60 percent for the comparable group, 7.72
percent for all thrifts and 7.70 for Midwest thrifts. The Company's level of
interest income to average assets was 7.09 percent for the twelve months ended
June 30, 1996, which was lower than the comparable group at 7.40 percent and
both Midwest thrifts and all thrifts at 7.41 percent for their most recent four
quarters.

The Company's net interest margin of 3.31 percent, based on average
interest-earning assets, for the twelve months ended June 30, 1996, was similar
to the comparable group at 3.24 percent, all thrifts at 3.32 percent and Midwest
thrifts at 3.25 percent. Market's cost of interest-bearing liabilities of 4.70
percent for the twelve months ended June 30, 1996, was lower than the comparable
group at 5.15 percent, and also lower than all thrifts at 4.91 percent and
Midwest thrifts at 5.00 percent. Market's net interest spread of 2.60 percent
for the twelve months ended June 30, 1996, was higher than the comparable group
at 2.45 percent, but lower than all thrifts at 2.80 percent and Midwest thrifts
at 2.70 percent.

The Company's ratio of noninterest income to assets was 0.02 percent for
the twelve months ended June 30, 1996, much lower than the comparable group at
0.15 percent, and considerably lower than all thrifts at 0.44 percent and
Midwest thrifts at 0.41 percent. The Company has indicated operating expenses
similar to the comparable group, but lower than all thrifts and Midwest thrifts.
For the twelve months ended June 30, 1996, Market had an operating expenses to
assets ratio of 1.92 percent, compared to a similar 2.00 percent for the
comparable group and higher ratios of 2.29 percent for all thrifts 2.20 percent
for Midwest thrifts. It should be noted, however, that although the Company's
operating expenses are below industry averages, those expenses have increased
steadily and noticeably since 1991, with that trend expected to continue as
staff is added to implement and administer its more active post-conversion
lending programs.

<PAGE>

EARNINGS PERFORMANCE (CONT.)

Relative to its comparable group for the twelve months ended June 30, 1996,
Market generated a lower level of noninterest income and similar levels of
noninterest expenses and net interest margin. As a result, the Company's net
income level was slightly lower than its comparable group for the twelve months
ended June 30, 1996. Based on identical net and core earnings, the Company had
a return on average assets of 0.45 percent in fiscal year 1991, 0.70 percent in
fiscal year 1992, 0.99 percent in fiscal year 1993, 0.89 percent in fiscal year
1994, 1.03 percent in fiscal year 1995, and 0.85 percent for the twelve months
ended June 30, 1996. For its most recent four quarters, the comparable group
had a higher ROAA of 0.89 percent, as did Midwest thrifts at 0.91 percent. All
thrifts indicated a similar ROAA of 0.86 percent.

Market's earnings stream will continue to be dependent to a considerable
degree on the overall trends in interest rates. Based on current rate
projections, the Company's cost of newly issued or repriced interest-bearing
liabilities will continue to increase moderately during the next few years, as
will its overall liability cost, as deposits continue their gradual movement
toward longer term instruments. Such upward pressure on savings costs is likely
to continue based on current rates, although the rate of increase may subside
somewhat during the next few years. Additionally, as previously noted,
operating costs have indicated an upward trend in recent years and are expected
to show some additional increases in the future.

In recognition of the foregoing earnings related factors, as well as the
Company's recent downward trend in ROAA, net interest spread and net interest
margin, a minimum downward adjustment has been made to Market's pro forma market
value for earnings performance.

Market's primary market area is Hamilton County, Ohio, including the
Cincinnati community. The Company's home office is in Mt. Healthy, Ohio, and
its branch office is located in North Bend, Ohio, both in Hamilton County. The
market area is part of the

<PAGE>

EARNINGS PERFORMANCE (CONT.)

Cincinnati MSA with Hamilton County having a population base of almost
900,000 residents in 1995. The county and the Company's market area communities
are characterized by higher housing values, higher income levels and lower
unemployment levels when compared to all of Ohio. As discussed in Section II, a
predominance of market area demographic factors are favorable for the Company's
market area compared to both all of Ohio and the United States (reference
Exhibit 41).

The major private sector employer in Hamilton County is Proctor & Gamble,
which contributes to the county's 30.3 percent share of workers in the
manufacturing industry. Other major private sector employers in Hamilton County
include The Kroger Company, a large supermarket chain, G.E. Aircraft Engines, AK
Steel, Cincinnati Gas & Electric and Cincinnati Milacron. The manufacturing
industry is the major employment category in Hamilton County, followed by the
retail/wholesale trade, with services a close third.

The level of financial competition is strong in the county, dominated by
the commercial banking industry, and results in more competitive pricing of
savings and loan products. Market has been only moderately aggressive in
competing for deposits during the past five years, with withdrawals exceeding
new deposits. The market area indicates growth potential, but at a high cost
considering the large deposit base and the competitiveness of the market. In
recognition of all these factors, we believe a minimum upward adjustment is
warranted.

FINANCIAL CONDITION

The financial condition of Market is discussed in Section I and shown in
Exhibits 1, 2, 5, 15, 16 and 17, and is compared to the comparable group in
Exhibits 40, 42 and 43. The Company's total equity ratio before conversion was
16.28 percent at June 30, 1996, which was higher than the comparable group at
15.18 percent, all thrifts at 12.84 percent and Midwest thrifts at 14.16
percent. With a conversion at the midpoint, the Corporation's

<PAGE>

FINANCIAL CONDITION (CONT.)

pro forma equity to assets ratio will increase to approximately 28.60 percent,
and the Company's pro forma equity to assets ratio will increase to
approximately 25.00 percent.

The Company's mix of assets indicates a few differences from its comparable
group. Market had a 48.38 percent share of net loans at June 30, 1996, compared
to the comparable group at 66.55 percent and all thrifts at 66.59 percent. The
Company's share of cash and investments was a strong 45.54 percent of total
assets, compared to a lower 24.27 percent for the comparable group and 14.52
percent for all thrifts. Market's ratio of mortgage-backed securities to total
assets was 3.86 percent, also lower than the comparable group at 8.58 percent
and all thrifts at 13.95 percent. The Company had a higher share of deposits at
82.56 percent with no FHLB advances, compared to the comparable group's 73.10
percent in deposits and 10.79 percent in borrowed funds.

The Company was absent both goodwill and repossessed real estate compared
to 0.02 percent and 0.63 percent of repossessed real estate for the comparable
group and all thrifts, respectively. The financial condition of Market is
further affected by its level of nonperforming assets at 0.03 percent of assets
at June 30, 1996, compared to a higher 0.26 percent for the comparable group and
a much higher 1.34 percent for all thrifts. It should be recognized, however,
that while the Company's 0.03 percent ratio of nonperforming assets to total
assets has decreased from 0.81 percent in fiscal year 1991 and 0.58 percent in
fiscal year 1993, its current ratio has increased slightly from zero at the end
of its two most recent fiscal years of 1994 and 1995. The Company was absent
repossessed real estate in fiscal years 1991 through 1995 and at June 30, 1996.

The Company had a lower share of high risk real estate loans at 3.45
percent compared to 10.79 percent for the comparable group and 14.90 percent for
all thrifts. Market had $52,000 in allowance for loan losses or 346.67 percent
of nonperforming assets at June 30, 1996, compared to the comparable group's
much lower coverage of 185.29

<PAGE>

FINANCIAL CONDITION (CONT.)

percent, with Midwest thrifts at 142.57 percent and all thrifts at a lower 83.73
percent. The Company's ratio is reflective of its current absence of real
estate owned and lower share of high risk real estate loans.

Overall, we believe that a minimum upward adjustment is warranted for
Market's current financial condition.

DIVIDEND PAYMENTS

Market has not indicated its intention to pay an initial cash dividend.
The future payment of cash dividends will be dependent upon such factors as
earnings performance, capital position, growth level, and regulatory
limitations. Nine of the ten institutions in the comparable group pay cash
dividends for an average dividend-yield of 2.92 percent for those eight
institutions, and an average dividend yield of 2.63 percent for all ten
institutions.

Currently, some thrifts are committing to initial cash dividends in 1996,
in comparison to absence of such dividend commitments in 1994 and 1995
conversions. As a result, we believe that a minimum downward adjustment to the
pro forma market value is warranted at this time related to dividend payments.

SUBSCRIPTION INTEREST

The general interest in thrift conversion offerings was often difficult to
gauge in 1995. Based upon recent offerings, subscription and community interest
weakened significantly in early 1995 but regained some strength in the second
half of the year. To date in 1996, nationwide subscription interest in thrift
conversion offerings is once again indicating measureable weakness. Such
interest has frequently been directly related to the financial performance and
condition of the thrift institution converting, the strength of the local
economy, general market conditions and aftermarket price trends.

<PAGE>

SUBSCRIPTION INTEREST (CONT.)

Market will focus its offering to depositors and residents in the market
area, which has generally been an active and receptive market for new thrift
stocks. The board of directors and officers anticipate purchasing approximately
$1,568,000 or 15.5 percent of the conversion stock based on the appraised
midpoint valuation. Market will form an 8.0 percent ESOP, which plans to
purchase stock in the initial offering. Additionally, the Prospectus restricts
to 2.0 percent of the total number of shares to be issued in the conversion the
amount of conversion stock that may be purchased by a single account holder, or
by persons and associates acting in concert.

The Company has secured the services of Charles Webb & Company ("Webb") to
assist the Company in the marketing and sale of the conversion stock. Based on
the size of the offering, current market conditions, local market interest and
the terms of the offering, we believe that no adjustment is warranted for the
Company's anticipated subscription interest.

LIQUIDITY OF THE STOCK

Market will offer its shares through concurrent subscription and community
offerings with the assistance of Webb. If necessary, Webb will conduct a
syndicated community offering upon the completion of the subscription and
community offering. Market will pursue two market makers for the stock. The
Company's offering is much smaller in size than the comparable group, far below
the national average and, more significantly, approximately 90.0 percent below
the Ohio average. It is likely, therefore, that the stock of Market will be
much less liquid than thrift stocks nationally and in its Ohio market area.
Therefore, we believe that a moderate downward adjustment to the pro forma
market value is warranted at this time relative to the liquidity of the stock.

<PAGE>

MANAGEMENT

The president, chief executive officer and designated managing officer of
Market is John T. Larimer, who also serves as a director of the Company. Mr.
Larimer, who has been president of Market since 1993 and managing officer since
1995, joined the Company in 1975 and has over 20 years of financial institution
experience. Previously, Mr. Larimer served the Company as legal counsel and was
in private legal practice. Mr. Larimer and the management of Market have made a
concerted and combined effort to increase and stabilize earnings, strengthen the
Company's financial condition, increase equity and maintain market share.

Market has been able to strengthen its equity position and maintain a
reasonable level 9f operating expenses over the past few years. The Company's
current asset quality, including nonperforming assets, is generally superior to
industry averages. Earnings and net interest margin, historically above
industry averages, have declined since the end of Market's most recent fiscal
year and are currently similar to or slightly below those averages. It is our
opinion that no adjustment to the pro forma market value is warranted for
management.

MARKETING OF THE ISSUE

The response to a newly issued thrift institution stock is more difficult
to predict, due to the volatility of new thrift stocks. Further, with each
conversion, there is a high level of uncertainty with regard to the stock
market, related particularly thrift institution stocks and interest rate trends.
The impact of recent increases in interest rates has made it more difficult for
more thrift institutions to strengthen their earnings and resulted in soft
market prices. Recently disseminated projections of rising interest rate trends
have also resulted in some significant stock volatility. Further, the impact of
the difference in a thrift's premium level on deposits compared to BIF-insured
institutions is another key concern, along with

<PAGE>

MARKETING OF THE ISSUE (CONT.)

the imminent one time assessment of SAIF-insured thrifts to increase the
capitalization of the SAIF insurance fund.

The necessity to build a new issue discount into the stock price of a
converting thrift has prevailed in the thrift industry in recognition of higher
uncertainty among investors as a result of the thrift industry's dependence on
interest rate trends. We believe that a new issue discount applied to the price
to book valuation approach continues and is considered to be reasonable and
necessary in the pricing of the Corporation, and we have made a maximum downward
adjustment to the Corporation's pro forma market value in recognition of the new
issue discount.

<PAGE>

VI. VALUATION METHODS

Under normal stock market conditions, the most frequently used method for
determining the pro forma market value of common stock for thrift institutions
by this firm is the price to book value ratio method. The focus on the price to
book value method is primarily due to the volatility of earnings in the thrift
industry. As earnings in the thrift industry stabilized in 1993, 1994 and 1995,
there has been more emphasis placed on the price to earnings method, but the
price to book value method continues to be the primary valuation method. These
two pricing methods, as well as the price to net assets method, have both been
used in determining the pro forma market value of the Corporation.

In recognition of the volatility and variance in earnings due to fluctuations in
interest rates, the continued differences in asset and liability repricing and
the frequent disparity in value between the price to book approach and the price
to earnings approach, the price to net assets method is used as a third
valuation approach. The price to net assets method is used less often for
valuing ongoing institutions; however, this method becomes more useful in
valuing converting institutions when the equity position and earnings
performance of the institutions under consideration are different.

In addition to the pro forma market value, we have defined a valuation
range with the minimum of the range being 85.0 percent of the pro forma market
value, the maximum of the range being 115.0 percent of the pro forma market
value, and a super maximum being 115.0 percent of the maximum. The pro forma
market value or appraised value will also be referred to as the "midpoint
value".

PRICE TO BOOK VALUE METHOD

The price to book value method focuses on a thrift institution's financial
condition, and does not give as much consideration to the institution's
performance as measured by net earnings. Therefore, this method is sometimes
considered less meaningful for institutions that do provide a consistent
earnings trend. Due to the earnings volatility of many thrift

<PAGE>

PRICE TO BOOK VALUE METHOD (CONT.)

stocks, the price to book value method is frequently used by investors who rely
on an institution's financial condition rather than earnings performance.

Consideration was given to the adjustments to the Company's pro forma
market value discussed in Section V. Minimum upward adjustments were made for
market area financial condition. Minimum downward adjustments were made for
earnings performance and dividend payments. A moderate downward adjustment was
made for the liquidity of the stock and a maximum downward adjustment was made
for the marketing of the issue. No adjustments were made for subscription
interest or for the Company's management.

Exhibit 48 shows the average and median price to book value ratios for the
comparable group which were 86.75 percent and 86.38 percent, respectively. The
total comparable group indicated a moderately wide range, from a low of 77.13
percent (Milton Federal Financial Corporation) to a high of 97.77 percent (North
Bancshares, Inc.). This variance cannot be attributed to any one factor such as
the institution's equity ratio or earnings performance. Excluding the low and
the high in this group, the price to book value range narrowed slightly from a
low of 77.27 percent to a high of 93.12 percent.

Taking into consideration all of the previously mentioned items in
conjunction with the adjustments made in Section V, we have determined a pro
forma price to book value ratio of 63.18 percent at the midpoint and ranging
from a low of 58.52 percent at the minimum to a high of 70.99 percent at the
super maximum for the Corporation, which is strongly influenced by the Company's
earnings performance, local market and subscription interest in thrift stocks.
Further, the Company's pro forma equity to assets after conversion will be 28.58
percent compared to 15.18 percent for the comparable group. Based on this price
to book value ratio and the Company's equity of $7,533,000 at June 30, 1996, the
indicated pro forma market value for the Company using this approach is
$11,101,137 (reference Exhibit 49).

<PAGE>

PRICE TO EARNINGS METHOD

The focal point of this method is the determination of the earnings base to
be used and secondly, the determination of an appropriate price to earnings
multiple. The recent earnings position of Market is displayed in Exhibit 3,
indicating after tax net earnings for the twelve months ended June 30, 1996, of
$392,000. Exhibit 7 indicates that the Company's core or normalized earnings
were also $392,000 for the twelve months ended June 30, 1996. To arrive at the
pro forma market value of the Company by means of the price to earnings method,
we used the net and core earnings base of $392,000.

In determining the price to earnings multiple, we reviewed the range of
price to core earnings multiples for the comparable group and all publicly-
traded thrifts. The average price to net earnings multiple for the comparable
group was 16.33, while the median was 14.21. The average price to core earnings
multiple was a higher 17.54 and the median multiple was 15.91. The comparable
group's price to net earnings multiple was similar to the average for all
publicly-traded thrifts of 16.42 and higher than their median of 13.34. The
price to core earnings multiple for all publicly-traded thrifts was slightly
higher than the comparable group with an average of 17.61 times core earnings
and a median of 14.66 times core earnings. The range in the price to net
earnings multiple for the comparable group was from a low of 11.76 (FFW Corp.)
to a high of 29.55 (North Bancshares, Inc.). The primary range in the price to
earnings multiple for the comparable group excluding the high and low ranges was
from a low price to earnings multiple of 11.90 to a high of 20.77 times earnings
for eight of the ten institutions in the group.

Consideration was given to the adjustments to the Corporation's pro forma
market value discussed in Section V. In recognition of these adjustments, we
have determined a price to earnings multiple of 17.78 based on Market's net and
core earnings of $392,000 for twelve months ended June 30, 1996. Based on such
an earnings base of $392,000 and a price to earnings multiple of 17.78
(reference Exhibits 48 and 49), the pro forma market value of the Corporation
using the price to earnings ratio method is $10,098,278 at the

<PAGE>

PRICE TO EARNINGS METHOD (CONT.)

midpoint. The range in the price to earnings multiple is from a low of 15.90 at
the minimum of the range to a high of 21.24 at the super maximum of the range.

PRICE TO NET ASSETS METHOD

The final valuation method is the price to net assets method. This method
is not as frequently used due to the fact that it does not focus as much on an
institution's equity position or earnings performance. Exhibit 48 indicates
that the average price to net assets ratio for the comparable group was 13.07
percent and the median was 13.96 percent. The range in the price to net assets
ratios for the comparable group varied from a low of 7.80 percent (First
Franklin Corporation) to a high of 16.93 percent (StateFed Financial
Corporation). It narrows very modestly with the elimination of the two extremes
in the group to a low of 9.93 percent and a high of 15.15 percent.

Based on the adjustments made previously for Market, it is our opinion that
an appropriate price to net assets ratio for the Corporation is 18.06 percent
which is higher than file comparable group at 13.07 and ranges from a low of
15.77 percent at the minimum to 22.58 percent at the super maximum. Based on
the Company's June 30, 1996, asset base of $46,260,000, the indicated pro forma
market value of the Corporation using the price to net assets method is
$10,099,364 (reference Exhibit 49).

VALUATION CONCLUSION

Exhibit 54 provides a summary of the valuation premium or discount for each
of the valuation ranges when compared to the comparable group based on each of
the valuation approaches. At the midpoint value, the price to book value ratio
of 63.18 percent for the Corporation represents a discount of 27.16 percent
relative to the comparable group and decreases to 18.16 percent at the super
maximum. The price to earnings multiple of 17.78

<PAGE>

VALUATION CONCLUSION (CONT.)

for the Corporation at the midpoint value indicates a premium of 8.88 percent,
increasing to a premium of 30.08 percent at the super maximum. The price to
assets ratio of 18.06 percent at the midpoint represents a premium of 38.21
percent, increasing to a premium of 72.85 percent at the super maximum.

It is our opinion that as of August 2, 1996, the pro forma market value of
the common stock to be issued by the Corporation is $11,100,000, representing
1,010,000 shares at $10.00 per share. The valuation range for this stock is
from a minimum of $8,585,000 or 858,500 shares at $10.00 per share to a maximum
of $11,615,000 or 1,161,500 shares at $10.00 per share, with such range being
defined as 15 percent below the appraised value to 15 percent above the
appraised value. The super maximum is $13,357,250 or 1,335,725 shares at $10.00
per share (reference Exhibits 49 to 53). The appraised value of Market
Financial Corporation as of August 2, 1996, is $10,100,000.

69
<PAGE>

NUMERICAL

EXHIBITS

<PAGE>

EXHIBIT 1

THE MARKET BUILDING AND SAVING COMPANY
MT. HEALTHY, OHIO

STATEMENT OF FINANCIAL CONDITION
AT JUNE 30, 1995

(In thousands)

<TABLE>
<CAPTION>
June 30, September 30,
ASSETS 1996 1995
- ------ -------- -------------
(Unaudited)
<S> <C> <C>
Cash and due from banks $ 1,120 $ 669
Federal funds sold 3,207 2,727
Interest-bearing deposits in other financial institutions 424 617
-------- --------
Cash and cash equivalents 4,751 4,013

Certificates of deposit in other financial institutions 7,140 7,139
Investment securities - at amortized cost. Approximate market
value of $8,559 and $8,023 at June 30,1996,
and September 30,1995 8,554 7,984
Investment securities designated as available for sale - at market 622 504
Mortgage-backed securities - at cost. Approximate market value
of $1,856 and $2,313 at June 30,1996, and September
30,1995 1,785 2,211
Loans receivable, net 22,384 23,018
Office premises and equipment, at depreciated cost 125 121
Federal Home Loan Bank stock - at cost 357 339
Accrued interest receivable 343 341
Prepaid expenses and other assets 147 64
Prepaid federal income taxes 52 -
-------- --------

TOTAL ASSETS $ 46,260 $ 45,734
-------- --------
-------- --------

LIABILITIES AND RETAINED EARNINGS
- ---------------------------------
Deposits $ 38,190 $ 38,056
Advances by borrowers for taxes and insurance 10 57
Accrued interest payable 137 134
Other liabilities 6 13
Accrued federal income taxes - 14
Deferred federal income taxes 384 307
-------- --------
38,727 38,581

Retained earnings - substantially restricted 7,141 6,839
Unrealized gains on securities designated as available for sale,
net of related tax effects 392 314
-------- --------
Total retained earnings 7,533 7,153

TOTAL LIABILITIES AND RETAINED EARNINGS $ 46,260 $ 45,734
-------- --------

</TABLE>

Source: The Market Building and Saving Company's audited and unaudited financial
statements

<PAGE>

EXHIBIT 2

THE MARKET BUILDING AND SAVING COMPANY
MT. HEALTHY, OHIO

STATEMENTS OF FINANCIAL CONDITION
AT SEPTEMBER 30, 1991 THROUGH 1994

ASSETS 1994 1993 1992 1991
- ------ ---- ---- ---- ----
(In thousands)
<S> <C> <C> <C> <C>
Cash and due from banks $ 676 $ 558 $ 362 $ 487
Federal funds sold 4,510 7,500 8,100 8,100
Interest-bearing deposits in other financial institutions 1,194 8,129 4,744 1,816
------- ------- ------- -------
Cash and cash equivalents 6,380 16,186 13,207 10,403

Certificates of deposit in other financial institutions 6,139 1,340 3,715 5,447
Investment securities - at cost, approximate market value
of $6,113, $3,806, $3,523 and $5,139 at September 30,
1994,1993,1992 and 1991, respectively 5,919 3,517 3,235 4,910
Mortgage-backed securities, at cost (approximate market
value of $2,220, $3,407, $5,430 and $3,727 at
September 1994, 1993,1992 and 1991, respectively 2,441 3,220 5,056 3,632
Loans receivable - net 23,658 14,557 14,345 14,264
Real estate acquired through foreclosure - net - 79 - -
Office premises and equipment - at depreciated cost 112 103 110 112
Federal Home Loan Bank stock - at cost 318 246 235 225
Accrued interest receivable 235 129 133 223
Prepaid expenses and other assets 100 70 47 47
Prepaid Federal income taxes 38 - - 33
------- ------- ------- -------

TOTAL ASSETS $45,340 $39,448 $40,084 $39,296
------- ------- ------- -------
------- ------- ------- -------

LIABILITIES AND RETAINED EARNINGS
- ---------------------------------
Deposits $38,674 $34,414 $35,361 $34,857
Advances by borrowers for taxes and insurance 63 52 41 43
Accrued interest payable 103 74 109 148
Accrued Federal income taxes - 21 31 -
Deferred Federal income taxes 114 89 22 13
Other liabilities 14 14 44 3
------- ------- ------- -------
Total liabilities $38,968 $34,664 $35,609 $35,064

Retained earnings - substantially restricted 6,372 4,784 4,475 4,232
------- ------- ------- -------

$45,340 $39,448 $40,084 $39,296
------- ------- ------- -------
------- ------- ------- -------

</TABLE>

Note: Balance sheet information subsequent to fiscal year 1993 reflects the
merger of Market Building and Saving Company and Cleves-North Bend
Building and Loan Company.

Source: The Market Building and Saving Company's audited financial statements

<PAGE>

EXHIBIT 3

THE MARKET BUILDING AND SAVING COMPANY
MT. HEALTHY, OHIO

STATEMENT OF EARNINGS
FOR THE NINE MONTHS ENDED JUNE 30, 1996, AND
THE FISCAL YEAR ENDED SEPTEMBER 30,1995

(In thousands)

Nine months ended Year ended
June 30, 1996 September 30, 1995
----------------- ------------------
(Unaudited)
<S> <C> <C>
Interest income:
Loans $1,414 $1,960
Mortgage-backed securities 133 196
Investment securities 436 309
Interest-bearing deposits and other 486 717
------ ------
Total interest income 2,469 3,182

Interest expense:
Deposits 1,336 1,622
------ ------
Net interest income before provision for losses on
loans 1,133 1,560

Provision for losses on loans 13 -
------ ------

Net interest income after provision for losses on loans 1,120 1,560

Other operating income 6 8

General, administrative and other expense:
Employee compensation and benefits 328 376
Occupancy and equipment 85 122
Federal deposit insurance premiums 60 92
Franchise taxes 70 101
Loss on sale of real estate acquired through
foreclosure - -
Other operating 121 170
------ ------
Total general, administrative and other expense 664 861
------ ------

Earnings before income taxes 462 707

Federal Income tax expense:
Current 123 210
Deferred 37 30
------ ------
160 240
------ ------
NET EARNINGS $ 302 $ 467
------ ------
------ ------

</TABLE>

Source: The Market Building and Saving Company's audited financial statements

73
<PAGE>

EXHIBIT 4

THE MARKET BUILDING AND SAVING COMPANY
MT. HEALTHY, OHIO

STATEMENTS OF EARNINGS
FISCAL YEARS ENDED SEPTEMBER 30, 1991 THROUGH 1994

1994 1993 1992 1991
---- ---- ---- ----
(In thousands)

Interest income:
Loans $1,398 $1,443 $1,402 $1,455
Mortgage-backed securities 230 348 485 109
Interest-bearing deposits and
investment securities 749 758 1,013 1,600
----- ----- ----- -----
Total interest income 2,378 2,549 2,900 3,163

Interest expense:
Deposits 1,236 1,444 1,972 2,413
----- ----- ----- -----
Net Interest Income 1,142 1,105 928 750

Provision for loan losses - 10 11 5
----- ----- ----- -----
Net interest income after provision
for loan losses 1,142 1,095 917 745

Other operating income 9 6 5 5

General, administrative and other
expense
Employee compensation and benefits 273 253 258 224
Occupancy and equipment 65 68 72 66
Federal deposit insurance premiums 79 36 61 60
Franchise taxes 72 62 69 60
Loss on sale of real estate acquired
through foreclosure 24 - 0 -
Other operating 140 121 108 104
----- ----- ----- -----

Total noninterest expense 652 540 570 513
----- ----- ----- -----

Earnings before income taxes 499 561 352 237

Federal income tax expense:
Current 148 185 100 93
Deferred 22 7 10 (20)
----- ----- ----- -----
170 192 109 73

NET EARNINGS $ 329 $ 368 $ 243 $ 164
------ ------ ------ ------
------ ------ ------ ------

Source: The Market Building and Saving Company's audited financial statements

<PAGE>

EXHIBIT 5

SELECTED FINANCIAL INFORMATION AND OTHER DATA
AT JUNE 30, 1996, AND AT SEPTEMBER 30, 1991 THROUGH 1995

At September 30,
At June 30, ------------------------------------------------------
1996 1995 1994 1993 1992 1991
------ ------ ------ ------ ------ ------
(Unaudited) (In thousands)
<S> <C> <C> <C> <C> <C> <C>
Selected financial condition (1):

Total amount of:
Assets $45,260 $45,734 $45,340 $46,942 $47,556 $46,374
Cash and cash equivalents 4,751 4,013 6,380 18,289 15,126 12,174
Certificates of deposit in other
financial institutions 7,140 7,139 6,139 1,789 4,164 5,647
Investment security - at cost 8,554 7,984 5,919 3,525 3,243 4,917
Investment securities designated as
available for sale - at market 622 504 - - - -
Mortgage-backed securities - at cost 1,785 2,211 2,441 3,661 5,793 4,081
Loans receivable - net 22,384 23,018 23,658 18,945 18,616 18,882
Real estate acquired through
foreclosure - - - 79 - -
Deposits 38,190 38,056 38,674 40,703 41,719 40,925
Unrealized gains on securities
designated as available for sale (2) 392 314 - - - -
Retained earnings, net, substantially
restricted 7,533 7,153 6,372 5,960 5,550 5,218

</TABLE>

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

(1) The consolidated financial statements as of June 30,1996, and for the nine
months ended June 30,1996 and 1995, are unaudited. However, in the opinion
of management all adjustments (consisting only of normal recurring
accruals) which are necessary for a fair presentation of financial
condition and results of operation have been included. The results of
operations for the nine months ended June 30,1996, are not necessarily
indicative of the results that may be obtained for the fiscal year.

(2) The Association adopted Statement of Financial Accounting Standards
("SFAS") No. 115, "Accounting for Certain Investment in Debt and Equity
Securities," on October 1,1994. As of and subsequent to that date, the
Association carries at market value securities designated as available for
sale.

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 6

INCOME AND EXPENSE TRENDS
FOR THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996, AND
FOR THE YEARS ENDED SEPTEMBER 30, 1991 THROUGH 1995

Nine months ended
June 30, For the years ended September 30,
------------------ -----------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------ ------ ------ ------ ------ ------ ------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Selected operating data (1):
Interest income $2,469 $2,376 $3,182 $2,908 $3,095 $3,500 $3,776
Interest expense 1,336 1,170 1,622 1,478 1,706 2,318 2,826
------ ------ ------ ------ ------ ------ ------
Net interest income 1,133 1,206 1,560 1,430 1,389 1,182 450
Provision for losses on loans 13 - - - 10 11 -
------ ------ ------ ------ ------ ------ ------
Net interest income after
provision for loan losses 1,120 1,206 1,560 1,430 1,379 1,171 941
Other income 6 6 8 12 10 8 9
General, administrative and
other expenses 664 643 861 836 697 710 659
------ ------ ------ ------ ------ ------ ------
Earnings before income taxes 462 569 707 606 692 459 291
Federal income taxes 160 192 240 194 223 138 86
------ ------ ------ ------ ------ ------ ------
Net earnings $ 302 $ 377 $ 467 $ 412 $ 469 $ 331 $ 205
------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------

</TABLE>

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 7

NORMALIZED EARNINGS TREND
FOR THE TWELVE MONTHS ENDED JUNE 30,1996, AND
FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 1993 THROUGH 1995

Twelve Fiscal years ended September 30,
months ended --------------------------------
June 30,1996 1995 1994 1993
------------ ------ ------ ------
(Dollars in thousands)

Net income after taxes $392 $467 $412 $469

Net income before taxes and effect
of accounting adjustments 600 707 606 692

Income adjustments 0 0 0 0

Expense adjustments 0 0 0 0

Normalized earnings before taxes 600 707 606 692

Taxes 208 240 194 223
---- ---- ---- ----

Normalized earnings after taxes $392 $467 $412 $469
---- ---- ---- ----
---- ---- ---- ----

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 8

PERFORMANCE INDICATORS
FOR THE NINE MONTHS ENDED JUNE 30,1995 AND 1996, AND
FOR THE YEARS ENDED SEPTEMBER 30, 1991 THROUGH 1995

At or for the
nine months
ended June 30,(1) For the years ended September 30,
----------------- ----------------------------------------------
Selected Financial Ratios: 1996 1995 1995 1994 1993 1992 1991
------ ------ ------ ------ ------ ------ ------
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Performance ratios:
Return on average asset (2)(3) 0.88% 1.11% 1.03% 0.89% 0.99% 0.70% 0.45%
Return on average equity (3)(4) 5.49 7.49 6.91 6.68 8.15 6.15 4.01
Interest rate spread(5) 2.66 3.23 2.93 2.98 2.58 1.98 1.44
Net interest margin(6) 3.37 3.75 3.55 3.29 3.03 2.57 2.14
Operating expenses to average assets 1.92 1.89 1.89 1.81 1.48 1.51 1.46
Equity to average assets (7) 16.28 15.55 15.64 14.05 12.70 11.67 11.25

Asset quality ratios:
Nonperforming assets to total assets - - - - 0.58 0.57 0.81
Nonperforming loans to total
loans(8) - - - - 1.02 1.46 2.00
Allowance for losses on loans to total
loans 0.23 0.17 0.17 0.16 0.21 0.18 0.16
Allowance for losses on loans to non-
performing loans 346.67 N/M(7) N/M(7) N/M(7) 20.21 12.18 7.96
Net (charge-offs) recoveries to
average loans - - - - (0.02) (0.05) -
Average interest-earning assets to
average interest-bearing liabilities 117.74% 114.26% 116.62% 109.04% 112.38% 111.54% 111.04%

</TABLE>

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

(1) Annualized, where appropriate.

(2) Return on average assets equals net earnings divided by average assets.

(3) Based on the arithmetic average of beginning and ending balances.

(4) Return on average equity is calculated by dividing net earnings by average
equity capital.

(5) Average yield on interest-earning assets less average cost of interest-
bearing liabilities.

(6) Net interest income as a percentage of average interest-earning assets.

(7) At present period.

(8) Not meaningful, as the Company had no non performing loans at September
30,1995 or 1994.

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 9

VOLUME RATE ANALYSIS

FOR THE NINE MONTHS ENDED JUNE 30, 1996, AND

FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 1994 AND 1995

Nine months ended
June 30, For the fiscal years ended September 30,
--------------------------- ----------------------------------------------------------
1996 vs. 1995 1995 vs. 1994 1994 vs. 1993
--------------------------- ---------------------------- ----------------------------
Increase (Decrease) Increase (Decrease) Increase (Decrease)
Due to Due to Due to
------------------ ------------------- -------------------
Volume Rate Total Volume Rate Total Volume Rate Total
-------- ------ ------- -------- ------ ------- -------- ------ -------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST INCOME ATTRIBUTABLE TO:
Loans receivable $(30) $(39) $(69) $241 $(80) $161 $193 $(247) $ (54)
Mortgage-backed securities (23) (4) (27) (50) (4) (54) (181) 28 (153)
Investment securities 76 150 226 118 (10) 108 52 (32) 20
Interest-bearing deposits 34 (71) (37) (228) 287 59 (127) 127 0
--- ----- ----- ----- ---- ---- ------ ----- -----
Total interest income $57 $ 36 $ 93 $ 81 $193 $274 $ (63) $(124) $(187)
--- ----- ----- ----- ---- ---- ------ ----- -----
--- ----- ----- ----- ---- ---- ------ ----- -----
INTEREST EXPENSE ATTRIBUTABLE TO:
Deposits 18 148 166 (86) 230 144 (36) (192) (228)
--- ----- ----- ----- ---- ---- ------ ----- -----
Total interest expense 18 148 166 (86) 230 144 (36) (192) (228)
--- ----- ----- ----- ---- ---- ------ ----- -----

Increase (decrease) in net
interest income $39 $(112) $(73) $167 $ (37) $130 $ (27) $ 68 $ 41
--- ----- ----- ----- ---- ---- ------ ----- -----
--- ----- ----- ----- ---- ---- ------ ----- -----

</TABLE>

Source: Market Financial Corporations Prospectus

<PAGE>

EXHIBIT 10

YIELD AND COST TRENDS

FOR THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996, AND

FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 1993 THROUGH 1995

Nine months ended
June 30, Years ended September 30,
---------------- ---------------------------------
1996 1995 1995 1994 1993
------ ------ ------ ------ ------

Average Average Average Average Average
yield/rate yield/rate yield/rate yield/rate yield/rate
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans receivable 8.26% 8.48% 8.44% 8.81% 10.09%
Mortgage-backed secures 9.06% 9.36% 8.65% 8.77% 8.16%
Investment securities 6.47% 9.10% 4.24% 4.47% 5.31%
Other interest earning assets 5.83% 6.69% 6.43% 4.18% 3.44%
------ ------ ------ ------ ------
Total interest-earning assets 7.33% 7.38% 7.24% 6.69% 6.76%

Interest-bearing liabilities:

Deposits 4.67% 4.15% 4.31% 3.71% 4.18%
Total interest-bearing liabilities 4.67% 4.15% 4.31% 3.71% 4.18%
------ ------ ------ ------ ------

Net interest spread 2.66% 3.23% 2.93% 2.98% 2.58%
------ ------ ------ ------ ------
Net interest margin (net interest income as
a percent of average interest-earning assets) 3.37% 3.75% 3.55% 3.29% 3.03%
------ ------ ------ ------ ------

Average interest-earning assets
to interest-bearing liabilities 117.74% 114.26% 116.62% 109.04% 112.38%
------ ------ ------ ------ ------
------ ------ ------ ------ ------

</TABLE>

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 11

NET PORTFOLIO VALUE
AT MARCH 31,1996

At March 31, 1996
------------------
Change in Board Limit
Interest Rate % change $ change % change
(basis points) in MVP in MVP in MVP
-------------- ----------- ------ ---------
(Dollars in thousands)

+400 (70.0)% $(1,901) (26.48)%
+300 (50.0)% (1,492) (20.78)%
+200 (35.0)% (987) (13.75)%
+100 (20.0)% (487) (6.79)%
0 0 0 0
-100 (20.0)% 279 3.89 %
-200 (35.0)% 269 3.75 %
-300 (50.0)% (233) (3.24)%
-400 (70.0)% (477) (6.64)%

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 12

LOAN PORTFOLIO COMPOSITION

AT JUNE 30, 1996, AND AT SEPTEMBER 30,1993 THROUGH 1995

<TABLE>
<CAPTION>
At September 30,
At June 30, ------------------------------------------------------------------
1996 1995 1994 1993
------------------ ------------------ ------------------ ------------------
Percent of Percent of Percent of Percent of
Amount total loans Amount total loans Amount total loans Amount total loans
------ ----------- ------ ----------- ------ ----------- ------ -----------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Real estate loans
One-to-four family $20,763 92.8% $21,093 91.6% $21,299 90.0% $16,482 87.0 %
Multifamily 410 1.8 465 2.0 500 2.1 508 2.7
Nonresidential 1,186 5.3 1,431 6.3 1,627 6.9 1,917 10.1
Construction - - 146 0.6 260 1.1 - -
------- ----- ------- ------ ------- ------ ------- ------
Total real estate loans 22,359 99.9 23,135 100.5 23,686 100.1 18,907 99.8 %

Consumer loans:
Loans on deposits 107 0.5 118 0.5 117 0.5 154 0.8
------- ----- ------- ------ ------- ------ ------- ------

Total loans 22,466 100.4 23,253 101.0% 23,803 100.6% 19,061 100.6%

Less:
Undisbursed portions of loans in
process - - 146 0.6 41 0.1 - -
Unearned and deferred income 30 0.2 50 0.2 65 0.3 77 0.4
Allowance for loan losses 52 0.2 39 0.2 39 0.2 39 0.2
------- ----- ------- ------ ------- ------ ------- ------

Net loans $22,384 100.0% $ 23,018 100.0% $ 23,658 100.0% $ 18,945 100.0%
------- ----- ------- ------ ------- ------ ------- ------
------- ----- ------- ------ ------- ------ ------- ------

</TABLE>

Source: Market Financial Corporation's Prospectus

82
<PAGE>

EXHIBIT 13

LOAN MATURITY SCHEDULE

AT JUNE 30,1996

Due during the year
ending Due Due Due Due 20 or
June 30, 4-5 years 6-10 years 11-20 years more years
------------------------------ after after after after
1997 1998 1999 6/30196 6/30/96 6/30196 6/30/96 Total
---- ---- ---- ------- ------- ------- ------- -----
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Real estate loans:
One-to-four family $620 50 $65 $424 $1,509 $10,051 $8,044 $20,763
Multifamily - 1 1 - 68 340 - 410
Nonresidential 1 2 3 - 197 983 - 1,186
Consumer loans 68 16 15 8 - - - 107
---- --- --- ---- ------ ------- ------ -------

Total $689 $69 $84 $432 $1,774 $11,374 $8,044 $22,466
---- --- --- ---- ------ ------- ------ -------
---- --- --- ---- ------ ------- ------ -------
</TABLE>

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 14

LOAN ORIGINATIONS

FOR THE NINE MONTHS ENDED JUNE 30,1995 AND 1996, AND

YEARS ENDED SEPTEMBER 30,1993 THROUGH 1995

Nine months ended
June 30, Year ended September 30,
--------------------- ------------------------------------
1996 1995 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Loans originated:
One- to-four-family residential $1,991 $ 684 $2,115 $10,216 $7,425
Nonresidential 38 - - 368 184
Construction - - 146 41
Consumer 20 75 97 37 135
------ ------ ------ ------- ------
Total loans originated 2,049 759 2,358 10,662 7,744

Principal loan repayments (2,695) (1,733) (3,018) (6,008) (7,479)

Increase (decrease) in other items, net(1) 12 14 20 59 64
------ ------ ------ ------- ------

Net increase (decrease) $ (634) $(960) $ (640) $ 4,713 $ 329

</TABLE>

(1) Other items consist of loans in process, deferred loan origination fees and
allowance for loan losses.

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 15

DELINQUENT LOANS AT JUNE 30, 1996, AND AT SEPTEMBER 30, 1993 THROUGH 1995

At June 30, At September 30,
------------------------ ------------------------ ------------------------ ------------------------
1996 1995 1994 1993
------------------------ ------------------------ ------------------------ ------------------------
Percent Percent Percent Percent
of Total of Total of Total of Total
Number Amount Loans Number Amount Loans Number Amount Loans Number Amount Loans
------ ------ ----- ------ ------ ----- ------ ------ ----- ------ ------ -----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Loans delinquent for:
30-59 days 19 $357 1.6% 17 $902 3.9% 23 $424 2.3% 23 $505 2.7%
60-89 days 6 148 0.6% 2 20 0.1% 2 45 0.2% 5 89 0.5%
90 days and over 1 15 0.1% - - - - - 6 183 1.0%
-- ---- ---- -- ---- ---- -- ---- ----
Total delinquent loans 26 $520 2.3% 19 $922 4.0% 25 $469 2.5% 34 $777 4.2%
-- ---- ---- -- ---- ---- -- ---- ----
-- ---- ---- -- ---- ---- -- ---- ----

</TABLE>

Source: Market Financial Corporations Prospectus

<PAGE>

EXHIBIT 16

NONPERFORMING ASSETS

AT JUNE 30, 1995 AND 1996, AND AT SEPTEMBER 30, 1993 THROUGH 1995

At June 30, At September 30,
-------------- ------------------------

1996 1995 1995 1994 1993
---- ---- ---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>

Accruing loans delinquent more than 90 days(1) $ 15 $ - $ - $ - $ 89
Loans accounted for on a nonaccrual basis:
Real estate:
One- to four family - - - - 32
Multifamily - - - - 72
Nonresidential - - - - -
Consumer - - - - -
---- ---- ---- ---- ----
Total nonaccrual loans - - - - 104
---- ---- ---- ---- ----

Total nonperforming loans 15 - - - 193

Real estate owned - - - - 79
---- ---- ---- ---- ----

Total nonperforming assets $ 15 $ - $ - $ $272
---- ---- ---- ---- ----
---- ---- ---- ---- ----

Allowance for loans losses $ 52 $ 39 $ 39 $ 39 $ 39
---- ---- ---- ---- ----
---- ---- ---- ---- ----

Nonperforming assets as a percent of total assets - N/A N/A N/A 0.6%

Nonperforming loans as a percent of total loans 0.1% N/A N/A N/A 1.0%

Allowance for loans losses as a percent of 346.7% N/A N/A N/A 20.2%
nonperforming loans

</TABLE>

(1) Consists entirely of one- to four-family residential loans for all dates
presented.

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 17

CLASSIFIED ASSETS

AT JUNE 30, 1996, AND AT SEPTEMBER 30, 1993 THROUGH 1995

At September 30,
At June 30, --------------------------
1996 1995 1994 1993
------ ------ ------ ------
(In thousands)

Classified Assets:
Substandard $ 51 $ 15 $ 52 $ 167
Doubtful - - - -
Loss 2 2 3 3
------ ------ ------ ------

Total classified assets $ 53 $ 17 $ 55 $ 170
------ ------ ------ ------
------ ------ ------ ------

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 18

ALLOWANCE FOR LOAN LOSSES
NINE MONTHS ENDED JUNE 30, 1995 AND 1996, AND
FISCAL YEARS ENDED SEPTEMBER 30, 1993 THROUGH 1995

Nine months ended
June 30, Years ended September 30,
--------------- ------------------------
1996 1995 1995 1994 1993
------ ------ ------ ------ ------
(Dollars in thousands)

Balance at beginning of period $39 $39 $39 $39 $33
Loans charged off: - - - - -
Residential real estate loans - - - - (4)
Nonresidential real estate loans - - - - -
Consumer loans - - - - -
--- --- --- --- ---
Total charge offs - - - - (4)
Recoveries - - - - -
Provision for possible loan losses 13 - - - 10
--- --- --- --- ---

Balance at end of period $52 $39 $39 $39 $39

Ratio of net charge-offs to average
loans - - - - 0.02%
--- --- --- --- ----

Ratio of allowance for loan losses
to total loans 0.23% 0.17% 0.17% 0.16% 0.21%
---- ---- ---- ---- ----

Source: Market Financial Corporation's Prospectus

88
<PAGE>

EXHIBIT 19

INVESTMENT PORTFOLIO COMPOSITION
AT JUNE 30, 1996, AND
AT SEPTEMBER 30, 1993 THROUGH 1995

At September 30,
--------------------------------------------------------------
At June 30,1996 1995 1994 1993
------------------ ------------------ ----------------- ------------------
Book Percent Book Percent Book Percent Book Percent
Value of Total Value of Total Value of Total Value of Total
----- -------- ----- -------- ----- -------- ------------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-bearing deposits
in other financial institutions $10,771 53.0% $10,483 54.3% $11,843 65.5% $19,444 83.6%
U.S. government agency obligations(2) 8,554 42.1% 7,984 41.3% 5,890 32.6% 3,496 15.0%
FHLMC stock(3) 622 3.1% 504 2.6% 29 0.2% 29 0.1%
FHLB stock 357 1.8% 339 1.8% 318 1.7% 302 1.3%
------- ---- ------- ---- ------- ---- ------- ----

Total interest-bearing deposits,
investment securities and FHLB stock $20,304 100.0% $19,310 100.0% $18,080 100.0% $23,271 100.0%

</TABLE>

(1) Includes interest-bearing deposits, Federal Funds sold and certificates of
deposit.

(2) Consists primarily of investments in U.S. Treasury Notes and Bills, which
are classified as held to maturity at March 31,1996.

(3) Classified as available for sale at June 30,1996.

At June 30,1996 At September 30,1995
----------------------------------------------- -----------------------------------------------
Gross Gross Gross Gross
Amortized Unrealized Unrealized Estimated Amortized Unrealized Unrealized Estimated
Cost Gains Loss Fair Value Cost Gains Loss Fair Value
--------- ---------- ---------- ---------- --------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GNMA participation certificates $1,785 $71 $ - $1,856 $2,211 $102 $ - $2,313

At September 30,1994
-----------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Estimated
Cost Gains Loss Fair Value
-----------------------------------------------
<S> <C> <C> <C> <C>
GNMA participation certificates $2,441 $32 $54 $2,409

</TABLE>

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 20

MIX OF DEPOSITS
AT JUNE 30, 1996, AND AT SEPTEMBER 30, 1993 THROUGH 1995

At September 30,
At June 30, ---------------------------------------------------------------
1996 1995 1994 1993
-------------------- ------------------- ------------------- -------------------

Percent Percent Percent Percent
of total of total of total of total
Amount deposits Amount deposits Amount deposits Amount deposits
------ -------- ------ -------- ------ -------- ------ --------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TRANSACTION ACCOUNTS:
Passbook accounts(1) $11,424 29.9% $11,008 28.9% $12,058 31.2% $12,109 29.8%
Club accounts(2) 37 0.1% 54 0.1% 54 0.1% 55 0.1%
Money market accounts(3) 3,574 9.4% 3,857 10.2% 5,988 15.5% 6,676 16.4%
------- ---- ------- ---- ------- ---- ------- ----

Total transaction accounts 15,035 39.4% 14,919 39.2% 18,100 46.80% 18,840 46.30%
------- ---- ------- ---- ------- ---- ------- ----

CERTIFICATES OF DEPOSIT:
3.00 - 3.99% 2 - 22 0.1% 2,927 7.6% 4,980 12.2%
4.00 - 4.99% - - 12,545 33.0% 12,252 31.7% 9,891 24.3%
5.00-5.99% 17,882 46.8% 8,304 21.8% 5,337 13.8% 6,874 16.9%
6.00-6.99% 5,271 13.8% 2,266 5.9% - - 48 0.1%
7.00-7.99% - - - - - - - -
8.00 - 9.99% - - - - 58 0.1% 70 0.2%
------- ---- ------- ---- ------- ---- ------- ----
Total certificates of Deposit (4) 23,155 60.6% 23,137 60.8% 20,574 53.2% 21,863 53.7%
------- ---- ------- ---- ------- ---- ------- ----

Total deposits $38,190 100.0% $38,056 100.0% $38,674 100.0% $40,703 100.0%
------- ---- ------- ---- ------- ---- ------- ----
------- ---- ------- ---- ------- ---- ------- ----

</TABLE>

(1) The weighted average interest rates on passbook accounts were 2.83% at June
30, 1996, and September 30, 1995 and 1994, and 3.22% at September 30, 1993.

(2) The weighted average interest rate on club accounts was 5.08% at June 30,
1996, and 5.07%, 5.00% and 5.00% at September 30, 1995, 1994 and 1993,
respectively.

(3) The weighted average interest rate on money market accounts were 2.83%,
3.09%, 3.11% and 3.26%, respectively, at June 30, 1996, and September 30,
1995, 1994 and 1993.

(4) The weighted average rates on all certificates of deposit were 5.74%,
5.04%, 4.38% and 4.43% at June 30, 1996, and September 30, 1995, 1994 and
1993, respectively.

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 21

DEPOSIT ACTIVITY
FOR THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996, AND
FOR THE YEARS ENDED SEPTEMBER 30, 1993 THROUGH 1995

Nine months ended
June 30, Year ended September 30,
------------------- ---------------------------
1996 1995 1995 1994 1993
------ ------ ------ ------ ------
(In thousands)

Beginning balance $38,056 $38,674 $38,674 $40,703 $41,719
Deposits 10,015 14,999 19,344 16,866 21,265
Withdrawals (10,875) (16,566) (21,039) (19,905) (23,390)
Interest credited 994 766 1,077 1,010 1,109
------- ------- ------- ------- -------
Ending balance $38,190 $37,873 $38,056 $38,674 $40,703
------- ------- ------- ------- -------

Net increase (decrease) $ 134 $ (801) $ (618) $(2,029) $(1,016)
------- ------- ------- ------- -------
------- ------- ------- ------- -------

Percent increase (decrease) 0.4% (2.0)% (1.6)% (5.0)% (2.4)%
--- --- --- --- ---
--- --- --- --- ---

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 22

OFFICES OF THE MARKET BUILDING AND SAVING COMPANY

AS OF JUNE 30,1996

Owned or Date Square Net book
Location leased acquired footage value Deposits
- ------------------ -------- -------- ------- -------- -----------

7522 Hamilton Avenue Owned 1964 2,325 $74,000 $32,902,000
Mt. Healthy, Ohio 45231

125-127 Miami Avenue Owned 1994 1,753 $5,000 $ 5,288,000
North Bend, Ohio 45052

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 23

LIST OF KEY OFFICERS AND DIRECTORS

Year of
Position with commencement Term
Name the Association or directorship expires
- ---------------- ----------------- --------------- -------

John T. Larimer Director, President and
Managing Officer 1975 1997
David H. Korn Director 1961 1997
R.C. Meyerenke Director and Treasurer 1974 1999
Edgar H. May Director 1992 1998
Una Schaeperklaus Director and Secretary 1992 1998
Julie M. Bertsch Chief Financial Officer - -
Charles D. Dell Vice President/Lending - -

Source: Market Financial Corporation's Prospectus

<PAGE>

EXHIBIT 24

KEY DEMOGRAPHIC DATA AND TRENDS
MT. HEALTHY, HAMILTON COUNTY, OHIO AND THE UNITED STATES
1990, 1995, 2000

Population 1990 1995 % Chg. 2000 % Chg.
- ---------- ---- ---- ------ ---- ------
<S> <C> <C> <C> <C> <C>
Mt. Healthy 44,648 43,967 (1.5%) 43,639 (0.7%)
Hamilton County 866,288 866,222 0.0% 866,216 0.0%
Ohio 10,847,115 11,151,720 2.8% 11,457,175 2.7%
United States 248,709,873 263,006,245 5.70% 277,083,635 5.4%

Households
- ----------
Mt. Healthy 15,970 15,785 (1.2%) 15,692 (0.6%)
Hamilton County 338,881 338,749 0.0% 338,595 0.0%
Ohio 4,087,546 4,198,418 2.7% 4,311,607 2.7%
United States 91,947,410 97,069,804 5.6% 102,201,641 5.3%

Per Capita Income ($)
- --------------------
Mt. Healthy $14,460 $16,805 16.2%
Hamilton County 15,354 18,004 7.3% - -
Ohio 12,788 15,708 22.8% - -
United States 12,313 16,405 33.2% - -

Median Household Income ($)
- --------------------------
Mt. Healthy $34,088 $39,043 14.5% $37,300 (4.5%)
Hamilton County 29,498 34,401 16.6% 32,443 (5.7%)
Ohio 29,276 33,038 12.9% 32,477 (1.7%)
United States 28,255 33,610 19.0% 32,972 (1.9%)

</TABLE>

Source: Data Users Center and CACI.

<PAGE>

EXHIBIT 25

MAJOR SOURCES OF PERSONAL INCOME BY INDUSTRY GROUP
HAMILTON COUNTY, OHIO AND THE UNITED STATES
1993

Hamilton
Industry Group County Ohio United States
- -------------- ------ ---- -------------
Agriculture/Mining 0.4% 1.0% 1.6%
Construction 4.4% 5.1% 5.4%
Manufacturing 30.3% 34.8% 24.8%
Transportation/Utilities 6.6% 6.3% 7.7%
Wholesale/Retail 22.2% 19.3% 19.8%
Finance, Insurance,
Real Estate 7.6% 7.0% 9.7%
Services 28.5% 26.5% 31.0%

Source: Bureau of the Census County Business Patterns

<PAGE>

EXHIBIT 26

KEY HOUSING DATA
MT. HEALTHY, HAMILTON COUNTY, OHIO AND THE UNITED STATES
1990

Occupied Housing Units 1990
- ---------------------- ----
Mt. Healthy 15,785
Hamilton County 338,881
Ohio 4,087,546
United States 91,947,410

Occupancy
- ---------
Mt. Healthy
Owner-Occupied 74.9%
Renter-Occupied 25.1%

Hamilton County
Owner-Occupied 58.3%
Renter-Occupied 41.7%

Ohio
Owner-Occupied 67.5%
Renter-Occupied 32.5%

United States
Owner-Occupied 64.2%
Renter-Occupied 35.8%

Median Housing Values
- ---------------------
Mt. Healthy $64,696
Hamilton County 72,243
Ohio 63,457
United States 79,098

Median Rent
- -----------
Mt. Healthy $373
Hamilton County 304
Ohio 296
United States 374

Source: U.S. Department of Commerce and CACI Sourcebook.

<PAGE>

EXHIBIT 27

NEW HOUSING PERMITS AND GROWTH RATES
UNITED STATES, OHIO AND HAMILTON COUNTY
1991-1994

New Housing Permits
1-4 Family Dwellings

% Chg. % Chg. % Chg.
1991 1992 `91 -`92 1993 `92-'93 1994 `93-'94
------ ------ --------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
United States 796,647 956,494 20.1% 1,038,907 8.6% 1,130,657 8.8%
Ohio 29,542 34,361 16.3% 37,477 9.1% 39,443 5.2%
Hamilton County 1,713 2,096 22.4% 1,924 (8.2%) 1,676 (12.9%)
</TABLE>

Source: Bureau of the Census

<PAGE>

EXHIBIT 28

UNEMPLOYMENT RATES
HAMILTON COUNTY, OHIO AND THE UNITED STATES
1990,1994 AND 1996

Location 1990 1994 1996*
- -------- ---- ---- ----

Hamilton County 4.2% 4.8% 3.6%

Ohio 5.7% 5.5% 4.4%

United States 5.5% 6.1% 5.4%

*April, 1996

Source: Ohio Bureau of Employment Services

<PAGE>

EXHIBIT 29

MARKET SHARE OF DEPOSITS
HAMILTON COUNTY

Market Market
Hamilton County Building & Saving's Building & Saving's
Deposits Share Share
(000) (000) %
--------------- ------------------- -------------------

Banks $12,423,808 -
Thrifts $ 2,970,477 $31,937 1.1%
Credit Unions $ 865,203 - -
----------- ------ ---

Total $16,259,488 $31,937 0.2%

Source: Sheshunoff

<PAGE>

EXHIBIT 30

NATIONAL INTEREST RATES BY QUARTER
1992-1996

1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
1992 1992 1992 1992
---- ---- ---- ----

Prime Rate 6.50% 6.50% 6.00% 6.00%
90-Day Treasury Bills 4.14% 3.63% 2.73% 3.13%
1-Year Treasury Bills 4.49% 4.03% 3.04% 3.57%
30-Year Treasury Bills 7.98% 7.78% 7.67% 7.39%

1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
1993 1993 1993 1993
---- ---- ---- ----

Prime Rate 6.00% 6.00% 6.00% 6.00%
90-Day Treasury Bills 2.93% 3.07% 2.96% 3.05%
1-Year Treasury Bills 3.27% 3.43% 3.35% 3.58%
30-Year Treasury Bills 6.92% 6.67% 6.03% 6.35%

1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
1994 1994 1994 1994
---- ---- ---- ----

Prime Rate 6.25% 7.25% 7.75% 8.50%
90-Day Treasury Bills 3.54% 4.23% 5.14% 5.66%
1-Year Treasury Bills 4.40% 5.49% 6.13% 7.15%
30-Year Treasury Bills 7.11% 7.43% 7.82% 7.88%

1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
1995 1995 1995 1995
---- ---- ---- ----

Prime Rate 9.00% 9.00% 8.75% 8.50%
90-Day Treasury Bills 5.66% 5.58% 5.40% 5.06%
1-Year Treasury Bills 6.51% 5.62% 5.45% 5.14%
30-Year Treasury Bills 7.43% 6.71% 5.69% 5.97%

1st Qtr. 2nd Qtr.
1996 1996
---- ----

Prime Rate 8.25% 8.25%
90-Day Treasury Bills 5.18% 5.25%
1-Year Treasury Bills 5.43% 5.91%
30-Year Treasury Bills 6.73% 7.14%

Source: THE WALL STREET JOURNAL

100

<PAGE>

KELLER & COMPANY Page 2
Columbus, Ohio
614-766-1426

EXHIBIT 31
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF AUGUST 2, 1996

<TABLE>
<CAPTION>
PER SHARE
------------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------- -------- -------- ------- --------- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MORG Morgan Financial Corp. CO NASDAQ 12.250 12.500 6.750 0.00 11.36 12.61 86.05 0.77
EGFC Eagle Financial Corp. CT NASDAQ 24.500 27.750 6.198 (2.97) 6.52 22.69 318.06 0.88
FFES First Federal of East Hartford CT NASDAQ 17.500 21.500 4.000 (1.41) 1.45 21.95 364.96 0.58
NTMG Nutmeg Federal S&LA CT NASDAQ 7.250 7.750 4.645 0.00 0.00 7.84 120.36 0.00
WBST Webster Financial Corporation CT NASDAQ 29.250 30.500 3.864 2.63 7.10 24.42 473.65 0.64
IFSB Independence Federal Savings DC NASDAQ 7.250 10.250 0.250 (7.94) (1.69) 13.21 206.21 0.22
BANC BankAtlantic Bancorp, Inc. FL NASDAQ 11.375 12.800 0.223 4.36 (9.72) 9.32 111.92 0.14
BKUNA BankUnited Financial Corp. FL NASDAQ 7.250 12.750 2.320 (1.69) (5.35) 7.93 129.72 0.00
FFFG F.F.O. Financial Group, Inc. FL NASDAQ 2.625 10.000 0.563 5.00 0.00 2.18 36.26 0.00
FFLC FFLC Bancorp, Inc. FL NASDAQ 18.500 20.250 12.750 (2.63) 4.23 21.54 126.81 0.34
FFML First Family Financial Corp. FL NASDAQ 21.500 23.000 5.000 2.38 2.38 16.38 291.83 0.16
FFPB First Palm Beach Bancorp, Inc. FL NASDAQ 20.375 24.875 14.000 (4.68) (4.12) 21.93 277.55 0.35
FFPC Florida First Bancorp, Inc. FL NASDAQ 11.000 11.250 0.750 (1.12) 27.54 6.31 89.43 0.24
HOFL Home Financial Corp. FL NASDAQ 14.250 16.250 5.803 6.54 3.64 12.86 49.19 0.75
SCSL Suncoast Savings and Loan FL NASDAQ 6.500 10.682 1.250 6.12 3.01 6.59 234.43 0.00
CCFH CCF Holding Company GA NASDAQ 11.750 12.750 10.750 (6.00) (3.09) 14.79 69.66 NA
EBSI Eagle Bancshares GA NASDAQ 15.000 19.000 1.875 (3.23) 0.00 12.56 134.33 0.51
FGHC First Georgia Holding, Inc. GA NASDAQ 6.000 7.833 1.222 (11.11) (14.29) 5.86 70.23 0.07
FLFC First Liberty Financial Corp. GA NASDAQ 20.500 25.000 4.000 (4.65) (4.65) 16.84 246.56 0.49
FLAG FLAG Financial Corp. GA NASDAQ 12.000 15.000 3.200 (2.04) (11.11) 10.75 112.50 0.30
NFSL Newnan Savings Bank, FSB GA NASDAQ 20.000 20.500 2.955 1.27 14.29 12.86 111.04 0.31
CASH First Midwest Financial, Inc. IA NASDAQ 21.750 24.250 13.250 (1.41) (9.84) 21.94 192.34 0.41
GFSB GFS Bancorp, Inc. IA NASDAQ 20.250 20.750 11.000 0.00 (1.22) 19.52 163.47 0.33
HZFS Horizon Financial Svcs Corp. IA NASDAQ 14.000 16.375 10.375 (6.67) (13.18) 18.66 161.24 0.32
MFCX Marshalltown Financial Corp. IA NASDAQ 15.750 16.750 8.500 1.61 (4.55) 13.86 88.78 0.00
MIFC Mid-Iowa Financial Corp. IA NASDAQ 6.375 7.875 2.474 6.25 (5.56) 6.42 68.49 0.08
MWBI Midwest Bancshares, Inc. IA NASDAQ 24.500 27.125 11.750 (4.85) (7.55) 26.46 396.78 0.52
FFFD North Central Bancshares, Inc. IA NASDAQ 11.000 12.683 8.071 (2.22) 4.17 13.90 48.44 NA
PMFI Perpetual Midwest Financial IA NASDAQ 17.500 17.750 10.000 0.00 (1.41) 17.86 185.44 0.15
SFFC StateFed Financial Corporation IA NASDAQ 15.250 19.750 10.500 (4.69) (10.29) 18.12 90.08 0.40
AVND Avondale Financial Corp. IL NASDAQ 14.000 15.250 11.500 7.69 2.75 16.33 164.65 0.00
CBCI Calumet Bancorp, Inc. IL NASDAQ 28.375 28.500 10.333 1.34 (0.44) 33.23 206.72 0.00
CBSB Charter Financial, Inc. IL NASDAQ 11.000 12.250 6.361 (4.35) (4.35) 12.95 60.48 NA
CBK Citizens First Financial Corp. IL AMSE 10.250 10.500 9.500 1.23 (2.38) NA NA NA

PRICING RATIOS
-----------------------------------------
Price/ Price/Bk Price/ Price/Core
Earnings Value Assets Earnings
(X) (%) (%) (X)
-------- -------- -------- ----------
<S> <C> <C> <C> <C>
MORG Morgan Financial Corp. 15.31 97.15 14.24 15.91
EGFC Eagle Financial Corp. 6.98 107.98 7.70 14.00
FFES First Federal of East Hartford 9.21 79.73 4.80 9.31
NTMG Nutmeg Federal S&LA 12.29 92.47 6.02 20.71
WBST Webster Financial Corporation 11.99 119.78 6.18 11.38
IFSB Independence Federal Savings 7.25 54.88 3.52 15.10
BANC BankAtlantic Bancorp, Inc. 9.32 122.05 10.16 12.10
BKUNA BankUnited Financial Corp. 5.99 91.42 5.59 NM
FFFG F.F.O. Financial Group, Inc. 17.50 120.41 7.24 16.41
FFLC FFLC Bancorp, Inc. 15.81 85.89 14.59 15.81
FFML First Family Financial Corp. 8.37 131.26 7.37 15.58
FFPB First Palm Beach Bancorp, Inc. 10.67 92.91 7.34 11.32
FFPC Florida First Bancorp, Inc. 13.58 174.33 12.30 14.67
HOFL Home Financial Corp. 21.92 110.81 28.97 17.59
SCSL Suncoast Savings and Loan 13.27 98.63 2.77 NM
CCFH CCF Holding Company NA 79.45 16.87 NA
EBSI Eagle Bancshares 9.80 119.43 11.17 9.93
FGHC First Georgia Holding, Inc. 10.71 102.39 8.54 11.54
FLFC First Liberty Financial Corp. 9.67 121.73 8.31 12.20
FLAG FLAG Financial Corp. 12.24 111.63 10.67 13.79
NFSL Newnan Savings Bank, FSB 9.52 155.52 18.01 10.87
CASH First Midwest Financial, Inc. 12.43 99.13 11.31 12.57
GFSB GFS Bancorp, Inc. 11.77 103.74 12.39 12.13
HZFS Horizon Financial Svcs Corp. 20.00 75.03 8.68 23.33
MFCX Marshalltown Financial Corp. 49.22 113.64 17.74 52.50
MIFC Mid-Iowa Financial Corp. 10.63 99.30 9.31 10.81
MWBI Midwest Bancshares, Inc. 6.84 92.59 6.17 9.84
FFFD North Central Bancshares, Inc. NA 79.14 22.71 NA
PMFI Perpetual Midwest Financial 23.65 97.98 9.44 23.65
SFFC StateFed Financial Corporation 14.66 84.16 16.93 14.66
AVND Avondale Financial Corp. 15.05 85.73 8.50 20.90
CBCI Calumet Bancorp, Inc. 12.13 85.39 13.73 12.13
CBSB Charter Financial, Inc. NA 84.94 18.19 NA
CBK Citizens First Financial Corp. NA NA NA NA

</TABLE>

101

<PAGE>

KELLER & COMPANY Page 3
Columbus, Ohio
614-766-1426

EXHIBIT 31
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF AUGUST 2,1996

<TABLE>
<CAPTION>
PER SHARE
------------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------- -------- -------- ------- --------- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CSBF CSB Financial Group, Inc. IL NASDAQ 9.000 9.625 8.810 (2.70) (1.37) 12.30 39.82 NA
DFIN Damen Financial Corp. IL NASDAQ 11.440 11.940 11.000 (0.52) (0.52) 14.34 59.31 NA
EGLB Eagle BancGroup, Inc. IL NASDAQ 11.500 11.750 10.500 2.22 NA NA NA NA
FBCI Fidelity Bancorp, Inc. IL NASDAQ 15.690 17.000 9.500 (3.45) (0.38) 16.99 155.90 0.22
FNSC Financial Security Corp. IL NASDAQ 26.000 26.500 11.875 1.46 (0.95) 25.85 179.85 0.00
FFBI First Financial Bancorp, Inc. IL NASDAQ 15.500 16.250 9.000 0.00 0.00 16.67 187.79 0.00
FMBD First Mutual Bancorp, Inc. IL NASDAQ 12.625 14.750 11.125 5.21 3.06 16.83 73.11 NA
FFDP FirstFed Bancshares IL NASDAQ 16.875 17.625 8.000 (2.88) 11.88 16.12 186.84 0.30
GTPS Great American Bancorp IL NASDAQ 13.500 15.125 11.875 (5.26) (2.70) 17.96 65.17 NA
HNFC Hinsdale Financial Corp. IL NASDAQ 23.500 26.750 9.000 (8.74) 11.90 20.62 246.26 0.00
HMCI HomeCorp, Inc. IL NASDAQ 18.500 18.750 5.000 0.00 1.37 18.72 300.36 0.00
KNK Kankakee Bancorp, Inc. IL AMSE 19.250 21.000 13.625 1.32 (1.28) 24.72 252.33 0.40
LBCI Liberty Bancorp, Inc. IL NASDAQ 25.000 30.625 12.750 0.24 9.89 25.84 262.90 0.60
MAFB MAF Bancorp, Inc. IL NASDAQ 25.250 26.810 2.727 4.66 (3.81) 23.42 301.45 0.32
NBSI North Bancshares, Inc. IL NASDAQ 16.250 16.250 11.000 6.56 0.00 16.62 107.25 0.20
SWBI Southwest Bancshares IL NASDAQ 26.750 28.250 11.750 (1.38) 0.00 22.30 198.77 1.06
SPBC St. Paul Bancorp, Inc. IL NASDAQ 24.310 26.625 3.833 5.12 1.82 20.88 241.13 0.35
STND Standard Financial, Inc. IL NASDAQ 16.125 16.500 9.125 (0.77) 7.50 16.29 139.15 0.16
SFSB SuburbFed Financial Corp. IL NASDAQ 17.250 18.167 6.667 0.00 4.55 20.72 301.02 0.32
WCBI Westco Bancorp IL NASDAQ 21.250 22.000 7.667 1.19 10.39 18.40 119.07 0.45
FBCV 1ST Bancorp IN NASDAQ 29.000 34.286 4.190 7.41 1.75 32.33 410.07 0.34
AMFC AMB Financial Corp. IN NASDAQ 10.250 11.000 9.750 (2.38) 0.00 NA NA NA
ASBI Ameriana Bancorp IN NASDAQ 13.750 14.438 2.750 1.85 5.77 13.51 121.72 0.54
ATSB AmTrust Capital Corp. IN NASDAQ 8.625 11.250 7.750 0.00 (19.77) 13.32 128.88 0.00
CBCO CB Bancorp, Inc. IN NASDAQ 17.625 19.250 7.125 (0.70) 5.22 16.44 166.49 0.00
CBIN Community Bank Shares IN NASDAQ 13.125 14.750 12.000 3.96 (11.02) 12.85 113.08 NA
FFWC FFW Corp. IN NASDAQ 20.000 20.000 12.500 3.90 1.27 21.76 201.43 0.48
FFED Fidelity Federal Bancorp IN NASDAQ 10.750 14.773 1.534 (10.42) (10.75) 5.70 112.36 0.70
FISB First Indiana Corporation IN NASDAQ 23.125 25.190 1.797 (3.65) (5.61) 16.40 177.60 0.51
HFGI Harrington Financial Group IN NASDAQ 10.250 11.000 10.250 (2.38) NA 5.92 164.03 0.00
HBFW Home Bancorp IN NASDAQ 15.500 16.000 12.500 3.33 5.08 16.60 101.07 0.00
HBBI Home Building Bancorp IN NASDAQ 17.750 21.250 10.000 (16.47) 5.97 20.04 131.70 0.23
HOMF Home Federal Bancorp IN NASDAQ 27.250 27.750 3.222 0.00 5.83 23.14 282.99 0.45
HWEN Home Financial Bancorp IN NASDAQ 10.500 10.875 9.875 2.44 NA NA NA NA

PRICING RATIOS
-----------------------------------------
Price/ Price/Bk Price/ Price/Core
Earnings Value Assets Earnings
(X) (%) (%) (X)
-------- -------- -------- ----------
<S> <C> <C> <C> <C>
CSBF CSB Financial Group, Inc. NA 73.17 22.60 NA
DFIN Damen Financial Corp. NA 79.78 19.29 NA
EGLB Eagle BancGroup, Inc. NA NA NA NA
FBCI Fidelity Bancorp, Inc. 16.01 92.35 10.06 16.01
FNSC Financial Security Corp. 18.98 100.58 14.46 15.85
FFBI First Financial Bancorp, Inc. 13.72 92.98 8.25 16.67
FMBD First Mutual Bancorp, Inc. NA 75.01 17.27 NA
FFDP FirstFed Bancshares 18.15 104.68 9.03 34.44
GTPS Great American Bancorp NA 75.17 20.72 NA
HNFC Hinsdale Financial Corp. 15.16 113.97 9.54 16.91
HMCI HomeCorp, Inc. 16.09 98.82 6.16 25.34
KNK Kankakee Bancorp, Inc. 17.99 77.87 7.63 18.33
LBCI Liberty Bancorp, Inc. 18.80 96.75 9.51 18.80
MAFB MAF Bancorp, Inc. 9.15 107.81 8.38 9.35
NBSI North Bancshares, Inc. 29.55 97.77 15.15 32.50
SWBI Southwest Bancshares 13.65 119.96 13.46 13.72
SPBC St. Paul Bancorp, Inc. 12.66 116.43 10.08 12.93
STND Standard Financial, Inc. 15.81 98.99 11.59 17.34
SFSB SuburbFed Financial Corp. 12.87 83.25 5.73 14.74
WCBI Westco Bancorp 15.40 115.49 17.85 15.18
FBCV 1ST Bancorp 2.96 89.70 7.07 NM
AMFC AMB Financial Corp. NA NA NA NA
ASBI Ameriana Bancorp 14.03 101.78 11.30 14.32
ATSB AmTrust Capital Corp. 23.96 64.75 6.69 95.83
CBCO CB Bancorp, Inc. 8.39 107.21 10.59 8.39
CBIN Community Bank Shares NA 102.14 11.61 NA
FFWC FFW Corp. 11.76 91.91 9.931 0.58
FFED Fidelity Federal Bancorp 8.53 188.60 9.57 9.11
FISB First Indiana Corporation 11.34 141.01 13.02 13.60
HFGI Harrington Financial Group 16.80 173.14 6.25 19.34
HBFW Home Bancorp 18.45 93.37 15.34 18.45
HBBI Home Building Bancorp 27.31 88.57 13.48 27.73
HOMF Home Federal Bancorp 8.46 117.76 9.63 9.98
HWEN Home Financial Bancorp NA NA NA NA

</TABLE>

102

<PAGE>

KELLER & COMPANY Page 4
Columbus, Ohio
614-766-1426

EXHIBIT 31
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF AUGUST 2,1996

<TABLE>
<CAPTION>
PER SHARE
------------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------- -------- -------- ------- --------- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INCB Indiana Community Bank, SB IN NASDAQ 13.250 16.750 11.000 (4.95) (10.17) 15.35 102.46 0.33
IFSL Indiana Federal Corporation IN NASDAQ 18.500 21.500 4.000 (6.92) 5.71 14.88 151.50 0.78
LOGN Logansport Financial Corp. IN NASDAQ 12.500 13.750 11.250 (3.85) (3.85) 15.48 57.84 NA
MARN Marion Capital Holdings IN NASDAQ 20.000 21.000 14.250 (1.23) (1.84) 21.47 91.94 0.74
MFBC MFB Corp. IN NASDAQ 14.750 16.250 10.500 7.27 3.51 19.09 106.67 0.00
NEIB Northeast Indiana Bancorp IN NASDAQ 12.375 13.500 11.250 4.78 (4.81) 14.13 74.76 0.23
PFDC Peoples Bancorp IN NASDAQ 19.250 22.500 5.375 (1.28) (2.53) 18.46 118.51 0.54
PERM Permanent Bancorp, Inc. IN NASDAQ 15.750 18.500 9.750 (3.08) 5.88 19.44 185.48 0.20
SOBI Sobieskl Bancorp, Inc. IN NASDAQ 12.125 13.250 10.000 2.11 (1.02) 16.87 91.25 0.00
WCHI Workingmens Capital Holdings IN NASDAQ 20.500 20.750 4.313 1.23 3.14 14.63 115.12 0.35
LARK Landmark Bancshares, Inc. KS NASDAQ 15.375 15.875 9.750 0.42 4.24 17.06 99.15 0.35
MCBS Mid Continent Bancshares Inc. KS NASDAQ 17.500 19.250 9.750 (5.41) (6.04) 18.61 141.13 0.40
WBCI WFS Bancorp, Inc. KS NASDAQ 23.000 23.090 11.000 (0.26) 1.66 21.99 171.20 0.40
CKFB CKF Bancorp, Inc. KY NASDAQ 19.500 20.250 11.375 0.00 0.00 17.21 63.06 0.40
CLAS Classic Bancshares, Inc. KY NASDAQ 11.000 11.750 10.375 2.33 (3.30) 14.76 51.26 NA
FSBS First Ashland Financial Corp KY NASDAQ 18.250 18.375 12.500 0.00 2.82 16.15 59.37 NA
FFKY First Federal Financial Corp. KY NASDAQ 21.500 22.000 3.063 2.38 20.28 11.70 83.27 0.45
FLKY First Lancaster Bancshares KY NASDAQ 14.250 14.250 13.125 8.57 NA NA NA NA
FTSB Fort Thomas Financial Corp. KY NASDAQ 17.750 17.750 11.250 2.90 20.34 13.58 55.89 NA
FKKY Frankfort First Bancorp, Inc. KY NASDAQ 12.125 15.875 11.000 0.00 (23.02) 13.87 40.18 NA
GWBC Gateway Bancorp, Inc. KY NASDAQ 13.000 16.250 11.000 (7.96) (8.77) 15.64 62.93 1.50
GTFN Great Financial Corporation KY NASDAQ 26.440 27.375 13.875 1.21 (0.23) 19.19 169.06 0.42
HFFB Harrodsburg First Fin Bancorp KY NASDAQ 16.250 16.750 12.375 3.17 14.04 15.49 49.82 NA
KYF Kentucky First Bancorp, Inc. KY AMSE 14.750 15.250 11.375 5.36 21.65 14.29 60.48 NA
ANA Acadiana Bancshares, Inc. LA AMSE 11.875 12.125 11.690 NA NA NA NA NA
CZF CitiSave Financial Corp LA AMSE 13.750 16.500 12.750 (1.79) (6.78) 16.26 82.63 NA
ISBF ISB Financial Corporation LA NASDAQ 14.375 17.000 12.938 (2.14) (7.26) 16.37 84.51 NA
JEBC Jefferson Bancorp, Inc. LA NASDAQ 22.250 22.500 12.750 1.14 1.14 16.42 120.96 0.30
MERI Meritrust Federal SB LA NASDAQ 31.500 34.000 13.500 0.80 (4.55) 22.40 295.05 0.58
TSH Teche Holding Co. LA AMSE 12.625 14.500 11.375 (3.81) (2.88) 14.51 84.54 NA
AFCB Affiliated Community Bancorp MA NASDAQ 17.500 18.000 16.060 0.72 1.45 19.30 193.66 NA
BFD BostonFed Bancorp, Inc. MA AMSE 12.500 12.625 10.000 4.17 2.04 14.55 118.06 NA
FMLY Family Bancorp MA NASDAQ 24.750 25.250 1.167 0.51 22.22 16.60 219.50 0.42

PRICING RATIOS
-----------------------------------------
Price/ Price/Bk Price/ Price/Core
Earnings Value Assets Earnings
(X) (%) (%) (X)
-------- -------- -------- ----------
<S> <C> <C> <C> <C>
INCB Indiana Community Bank, SB 18.93 86.32 12.93 18.93
IFSL Indiana Federal Corporation 12.09 124.33 12.21 12.94
LOGN Logansport Financial Corp. NA 80.75 21.61 NA
MARN Marion Capital Holdings 16.39 93.15 21.75 16.39
MFBC MFB Corp. 20.77 77.27 13.83 21.38
NEIB Northeast Indiana Bancorp 15.47 87.58 16.55 15.47
PFDC Peoples Bancorp 11.26 104.28 16.24 11.26
PERM Permanent Bancorp, Inc. 28.64 81.02 8.49 28.64
SOBI Sobieskl Bancorp, Inc. 32.77 71.87 13.29 32.77
WCHI Workingmens Capital Holdings 20.10 140.12 17.81 19.90
LARK Landmark Bancshares, Inc. 16.90 90.12 15.51 19.46
MCBS Mid Continent Bancshares Inc. 9.51 94.04 12.40 9.78
WBCI WFS Bancorp, Inc. 18.55 104.59 13.43 17.16
CKFB CKF Bancorp, Inc. 25.66 113.31 30.92 25.66
CLAS Classic Bancshares, Inc. NA 74.53 21.46 NA
FSBS First Ashland Financial Corp NA 113.00 30.74 NA
FFKY First Federal Financial Corp. 16.29 183.76 25.82 18.86
FLKY First Lancaster Bancshares NA NA NA NA
FTSB Fort Thomas Financial Corp. NA 130.71 31.76 NA
FKKY Frankfort First Bancorp, Inc. NA 87.42 30.18 NA
GWBC Gateway Bancorp, Inc. 19.70 83.12 20.66 19.70
GTFN Great Financial Corporation 17.06 137.78 15.64 20.82
HFFB Harrodsburg First Fin Bancorp NA 104.91 32.62 NA
KYF Kentucky First Bancorp, Inc. NA 103.22 24.39 NA
ANA Acadiana Bancshares, Inc. NA NA NA NA
CZF CitiSave Financial Corp NA 84.56 16.64 NA
ISBF ISB Financial Corporation NA 87.81 17.01 NA
JEBC Jefferson Bancorp, Inc. 18.54 135.51 18.39 18.54
MERI Meritrust Federal SB 11.33 140.63 10.68 11.62
TSH Teche Holding Co. NA 87.01 14.93 NA
AFCB Affiliated Community Bancorp NA 90.67 9.04 NA
BFD BostonFed Bancorp, Inc. NA 85.91 10.59 NA
FMLY Family Bancorp 13.16 149.10 11.28 13.67

</TABLE>

103

<PAGE>

KELLER & COMPANY Page 5
Columbus, Ohio
614-766-1426

EXHIBIT 31
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF AUGUST 2,1996

<TABLE>
<CAPTION>
PER SHARE
------------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------- -------- -------- ------- --------- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ANBK American National Bancorp MD NASDAQ 10.125 10.625 4.639 (4.71) 1.25 12.87 112.80 NA
EQSB Equitable Federal Savings Bank MD NASDAQ 25.250 26.250 11.250 2.02 (3.81) 22.75 433.56 0.00
FCIT First Citizens Financial Corp. MD NASDAQ 17.625 19.091 0.375 (0.70) 2.17 13.45 214.17 0.00
FFWM First Financial-W. Maryland MD NASDAQ 22.500 27.250 7.167 11.80 11.11 18.70 149.25 0.48
HRBF Harbor Federal Bancorp, Inc. MD NASDAQ 12.875 15.500 9.750 0.98 (0.96) 15.84 114.58 0.30
HFMD Home Federal Corp. MD NASDAQ 10.375 15.873 0.750 1.22 (5.16) 7.41 86.02 0.12
MFSL Maryland Federal Bancorp MD NASDAQ 29.250 34.125 4.545 0.43 (3.31) 29.95 357.10 0.61
WSB Washington Savings Bank, FSB MD AMSE 5.060 6.917 0.281 (5.86) 1.20 4.97 60.42 0.09
WHGB WHG Bancshares Corp. MD NASDAQ 11.125 11.750 10.875 0.59 1.14 NA NA NA
MCBN Mid-Coast Bancorp, Inc. ME NASDAQ 20.250 20.250 8.095 5.88 4.52 21.67 239.77 0.50
BWFC Bank West Financial Corp. MI NASDAQ 11.625 12.250 8.500 4.49 19.23 11.99 60.63 0.21
CFSB CFSB Bancorp, Inc. Ml NASDAQ 19.500 24.000 3.486 (6.02) (2.50) 14.57 177.22 0.45
DNFC D & N Financial Corp. MI NASDAQ 12.690 18.875 2.500 (10.95) (2.38) 10.30 180.31 0.00
MSBF MSB Financial, Inc. MI NASDAQ 17.000 19.500 10.750 1.86 0.00 18.86 83.33 0.30
MSBK Mutual Savings Bank, FSB Ml NASDAQ 5.190 25.500 3.000 (9.74) (3.44) 9.03 159.10 0.00
OFCP Ottawa Financial Corp. MI NASDAQ 16.250 16.750 10.250 0.00 0.00 14.92 136.66 0.32
SJSB SJS Bancorp MI NASDAQ 20.000 20.750 10.810 (1.23) 5.26 17.90 153.42 0.30
SFB Standard Federal Bancorp Ml NYSE 41.000 43.125 4.750 5.47 3.80 30.74 486.52 0.74
THR Three Rivers Financial Corp. MI AMSE 13.000 13.625 11.375 (2.80) 2.97 15.17 99.04 NA
BDJI First Federal Bancorporation MN NASDAQ 13.000 14.750 10.625 (0.46) (1.89) 17.64 122.69 NA
FFHH FSF Financial Corp. MN NASDAQ 11.625 13.500 7.750 (3.13) (5.10) 15.58 95.29 0.50
HMNF HMN Financial, Inc. MN NASDAQ 15.375 16.500 9.313 (5.73) (0.81) 17.54 104.63 0.00
MIVI Mississippi View Holding Co. MN NASDAQ 11.000 12.250 8.500 0.00 (4.35) 13.78 73.08 0.08
QCFB QCF Bancorp, Inc. MN NASDAQ 14.750 15.250 11.000 (3.28) (2.48) 17.82 81.68 NA
TCB TCF Financial Corp. MN NYSE 37.250 37.625 2.813 7.19 9.16 14.98 194.88 0.66
WEFC Wells Financial Corp. MN NASDAQ 12.250 12.250 9.000 6.52 15.29 13.41 89.68 NA
CMRN Cameron Financial Corp MO NASDAQ 14.000 15.500 10.688 1.82 (1.75) 17.29 60.52 NA
CAPS Capital Savings Bancorp, Inc. MO NASDAQ 18.750 19.500 12.250 4.17 0.67 20.34 194.94 0.33
CNSB CNS Bancorp, Inc. MO NASDAQ 11.500 12.000 11.000 (2.13) NA NA NA NA
FBSI First Bancshares, Inc. MO NASDAQ 16.250 17.000 10.250 6.56 (1.52) 18.26 107.92 0.20
GSBC Great Southern Bancorp, Inc. MO NASDAQ 28.500 28.500 2.292 3.64 4.59 15.04 148.61 0.68
HFSA Hardin Bancorp, Inc. MO NASDAQ 12.000 13.000 11.000 3.23 2.13 14.75 85.90 NA
JSBA Jefferson Savings Bancorp MO NASDAQ 23.125 30.750 13.250 (6.57) (24.18) 21.59 266.48 0.08
JOAC Joachim Bancorp, Inc. MO NASDAQ 12.500 13.500 11.500 0.00 0.00 14.14 48.37 NA

PRICING RATIOS
-----------------------------------------
Price/ Price/Bk Price/ Price/Core
Earnings Value Assets Earnings
(X) (%) (%) (X)
-------- -------- -------- ----------
<S> <C> <C> <C> <C>
ANBK American National Bancorp NA 78.67 8.98 NA
EQSB Equitable Federal Savings Bank 7.75 110.99 5.82 7.77
FCIT First Citizens Financial Corp. 13.25 131.04 8.23 16.63
FFWM First Financial-W. Maryland 34.62 120.32 15.08 37.50
HRBF Harbor Federal Bancorp, Inc. 23.41 81.28 11.24 23.41
HFMD Home Federal Corp. 10.27 140.01 12.06 10.48
MFSL Maryland Federal Bancorp 10.56 97.66 8.19 14.92
WSB Washington Savings Bank, FSB 9.20 101.81 8.37 12.05
WHGB WHG Bancshares Corp. NA NA NA NA
MCBN Mid-Coast Bancorp, Inc. 14.57 93.45 8.45 15.82
BWFC Bank West Financial Corp. 25.83 96.96 19.17 44.71
CFSB CFSB Bancorp, Inc. 12.26 133.84 11.00 13.00
DNFC D & N Financial Corp. 7.25 123.20 7.04 7.93
MSBF MSB Financial, Inc. 10.97 90.14 20.40 12.06
MSBK Mutual Savings Bank, FSB NM 57.48 3.26 NM
OFCP Ottawa Financial Corp. 21.67 108.91 11.89 21.96
SJSB SJS Bancorp 21.74 111.73 13.04 22.22
SFB Standard Federal Bancorp 10.33 133.38 8.43 11.85
THR Three Rivers Financial Corp. NA 85.70 13.13 NA
BDJI First Federal Bancorporation NA 73.70 10.60 NA
FFHH FSF Financial Corp. 20.39 74.61 12.20 20.39
HMNF HMN Financial, Inc. 13.03 87.66 14.69 14.64
MIVI Mississippi View Holding Co. 11.00 79.83 15.05 12.36
QCFB QCF Bancorp, Inc. NA 82.77 18.06 NA
TCB TCF Financial Corp. 13.07 248.66 19.11 13.69
WEFC Wells Financial Corp. NA 91.35 13.66 NA
CMRN Cameron Financial Corp NA 60.97 23.13 NA
CAPS Capital Savings Bancorp, Inc. 10.36 92.18 9.62 10.36
CNSB CNS Bancorp, Inc. NA NA NA NA
FBSI First Bancshares, Inc. 18.06 88.99 15.06 18.26
GSBC Great Southern Bancorp, Inc. 11.97 189.49 19.18 12.72
HFSA Hardin Bancorp, Inc. NA 81.36 13.97 NA
JSBA Jefferson Savings Bancorp 13.06 107.11 8.68 14.27
JOAC Joachim Bancorp, Inc. NA 88.40 25.84 NA

</TABLE>

104

<PAGE>

KELLER & COMPANY Page 6
Columbus, Ohio
614-766-1426

EXHIBIT 31
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF AUGUST 2,1996

<TABLE>
<CAPTION>
PER SHARE
------------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------- -------- -------- ------- --------- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LXMO Lexington B&L Financial Corp. MO NASDAQ 10.125 10.125 9.500 1.86 NA NA NA NA
MBLF MBLA Financial Corp. MO NASDAQ 21.500 26.000 12.750 (7.53) (9.47) 20.68 142.21 0.40
MFSB Mutual Bancompany MO NASDAQ 21.000 21.750 10.000 0.00 0.00 18.70 159.85 0.00
NASB North American Savings Bank MO NASDAQ 29.500 32.375 2.500 0.00 (1.86) 21.44 291.83 0.53
NSLB NS&L Bancorp, Inc. MO NASDAQ 12.500 13.750 11.750 (0.99) (3.85) 15.62 66.51 NA
PCBC Perry County Financial Corp. MO NASDAQ 16.250 21.500 12.375 (8.45) (7.14) 18.37 91.63 0.30
RFED Roosevelt Financial Group MO NASDAQ 16.000 19.750 2.167 (11.11) (14.09) 10.98 221.32 0.59
SMFC Sho-Me Financial Corp. MO NASDAQ 17.000 17.000 9.375 6.25 6.25 19.59 161.62 0.00
SMBC Southern Missouri Bancorp, Inc. MO NASDAQ 14.125 17.500 8.875 (4.24) (2.59) 15.41 93.96 0.50
CFTP Community Federal Bancorp MS NASDAQ 12.875 13.750 12.250 (3.74) 2.51 14.37 43.56 NA
FFBS FFBS BanCorp, Inc. MS NASDAQ 22.000 24.250 12.000 (9.28) 10.00 16.43 78.55 1.40
MGNL Magna Bancorp, Inc. MS NASDAQ 37.000 37.750 1.688 5.71 10.45 18.36 191.00 0.50
GBCI Glacier Bancorp, Inc. MT NASDAQ 20.250 22.273 1.495 (5.81) (9.08) 11.45 121.53 0.59
SFBM Security Bancorp MT NASDAQ 20.250 23.250 4.250 (4.14) (1.22) 21.97 246.22 0.65
UBMT United Financial Corp. MT NASDAQ 18.000 22.500 5.625 (4.00) (4.00) 20.12 85.48 0.83
WSTR WesterFed Financial Corp. MT NASDAQ 14.500 17.125 11.375 (1.69) 0.00 17.88 128.31 0.36
COOP Cooperative Bankshares, Inc. NC NASDAQ 16.750 22.500 3.467 (1.47) (2.90) 19.77 212.28 0.00
SOPN First Savings Bancorp, Inc. NC NASDAQ 17.500 21.000 13.500 (4.11) (7.89) 17.94 68.45 0.68
GSFC Green Street Financial Corp. NC NASDAQ 12.875 13.125 12.125 (1.90) 4.04 14.60 41.64 NA
HFNC HFNC Financial Corp. NC NASDAQ 16.750 16.750 13.125 2.29 18.58 14.21 41.66 NA
KSAV KS Bancorp. Inc. NC NASDAQ 20.000 22.000 11.625 9.59 15.94 20.86 141.02 1.10
MBSP Mitchell Bancorp, Inc. NC NASDAQ 10.625 10.625 10.190 NA NA NA NA NA
PDB Piedmont Bancorp, Inc. NC AMSE 13.250 13.625 12.000 0.00 (2.75) 14.05 47.20 NA
SSB Scotland Bancorp, Inc. NC AMSE 12.125 12.625 11.625 (2.02) 2.11 NA NA NA
SSM Stone Street Bancorp, Inc. NC AMSE 16.750 18.500 16.250 (0.74) (4.29) NA NA NA
UFRM United Federal Savings Bank NC NASDAQ 8.000 8.750 1.750 0.00 3.23 6.81 82.27 0.17
CFB Commercial Federal Corporation NE NYSE 39.125 39.125 1.625 0.97 3.99 26.57 439.20 0.30
EBCP Eastern Bancorp NH NASDAQ 17.000 18.333 3.000 4.62 7.37 17.77 230.19 0.43
CJFC Central Jersey Financial NJ NASDAQ 31.500 31.500 2.645 1.20 13.27 20.84 175.50 0.46
COFD Collective Bancorp, Inc. NJ NASDAQ 24.000 28.250 1.351 (2.04) (3.03) 17.88 252.55 0.85
FSPG First Home Bancorp, Inc. NJ NASDAQ 17.750 19.000 2.531 0.00 (2.74) 14.97 229.73 0.48
FSFI First State Financial Services NJ NASDAQ 12.875 14.125 1.625 (0.96) 13.19 10.69 156.21 0.22

PRICING RATIOS
-----------------------------------------
Price/ Price/Bk Price/ Price/Core
Earnings Value Assets Earnings
(X) (%) (%) (X)
-------- -------- -------- ----------
<S> <C> <C> <C> <C>
LXMO Lexington B&L Financial Corp. NA NA NA NA
MBLF MBLA Financial Corp. 22.40 103.97 15.12 22.40
MFSB Mutual Bancompany 61.76 112.30 13.14 53.85
NASB North American Savings Bank 7.97 137.59 10.11 8.70
NSLB NS&L Bancorp, Inc. NA 80.03 18.79 NA
PCBC Perry County Financial Corp. 17.11 88.46 17.73 17.47
RFED Roosevelt Financial Group 12.70 145.72 7.23 9.25
SMFC Sho-Me Financial Corp. 13.49 86.78 10.52 13.93
SMBC Southern Missouri Bancorp, Inc. 17.88 91.66 15.03 19.35
CFTP Community Federal Bancorp NA 89.60 29.56 NA
FFBS FFBS BanCorp, Inc. 20.56 133.90 28.01 20.56
MGNL Magna Bancorp, Inc. 12.33 201.53 19.37 12.42
GBCI Glacier Bancorp, Inc. 11.13 176.86 16.66 11.13
SFBM Security Bancorp 12.50 92.17 8.22 16.74
UBMT United Financial Corp. 13.64 89.46 21.06 13.64
WSTR WesterFed Financial Corp. 13.55 81.10 11.30 14.80
COOP Cooperative Bankshares, Inc. 29.39 84.72 7.89 29.91
SOPN First Savings Bancorp, Inc. 18.42 97.55 25.57 18.04
GSFC Green Street Financial Corp. NA 88.18 30.92 NA
HFNC HFNC Financial Corp. NA 117.87 40.21 NA
KSAV KS Bancorp. Inc. 14.39 95.88 14.18 14.18
MBSP Mitchell Bancorp, Inc. NA NA NA NA
PDB Piedmont Bancorp, Inc. NA 94.31 28.07 NA
SSB Scotland Bancorp, Inc. NA NA NA NA
SSM Stone Street Bancorp, Inc. NA NA NA NA
UFRM United Federal Savings Bank 10.96 117.47 9.72 12.31
CFB Commercial Federal Corporation 10.43 147.25 8.91 10.49
EBCP Eastern Bancorp 10.76 95.67 7.39 14.66
CJFC Central Jersey Financial 16.07 151.15 17.95 16.94
COFD Collective Bancorp, Inc. 8.99 134.23 9.50 9.09
FSPG First Home Bancorp, Inc. 8.18 118.57 7.73 8.57
FSFI First State Financial Services 13.41 120.44 8.24 17.40

</TABLE>

105

<PAGE>

KELLER & COMPANY Page 7
Columbus, Ohio
614-766-1426

EXHIBIT 31
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF AUGUST 2,1996

<TABLE>
<CAPTION>
PER SHARE
------------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------- -------- -------- ------- --------- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FMCO FMS Financial Corporation NJ NASDAQ 15.875 17.500 1.500 (2.31) (3.79) 13.91 209.90 0.20
IBSF IBS Financial Corp. NJ NASDAQ 14.250 15.455 8.409 7.55 3.64 13.55 68.05 0.21
LVSB Lakeview Financial NJ NASDAQ 20.750 20.750 8.068 5.06 7.79 19.99 200.89 0.23
LFBI Little Falls Bancorp, Inc. NJ NASDAQ 10.250 11.500 9.500 (1.20) (1.20) 14.40 92.79 NA
OCFC Ocean Financial Corp. NJ NASDAQ 21.000 21.250 19.625 NA NA NA NA NA
PBCI Pamrapo Bancorp, Inc. NJ NASDAQ 18.560 26.125 2.563 (3.58) (3.58) 17.23 111.42 0.90
PFSB PennFed Financial Services Inc. NJ NASDAQ 17.000 17.000 9.063 12.40 9.68 19.69 201.44 0.00
PULS Pulse Bancorp NJ NASDAQ 17.750 18.000 4.000 (1.39) 14.52 12.90 165.62 0.78
SFIN Statewide Financial Corp. NJ NASDAQ 11.875 13.750 11.250 (2.06) (6.86) 13.36 120.40 NA
WYNE Wayne Bancorp, Inc. NJ NASDAQ 12.000 12.000 10.750 2.13 NA NA NA NA
WWFC Westwood Financial Corporation NJ NASDAQ 10.310 11.000 10.250 (2.96) NA NA NA NA
FSBC First Savings Bank, FSB NM NASDAQ 5.750 10.417 1.750 4.55 (8.87) 7.86 166.01 0.00
GUPB GFSB Bancorp, Inc. NM NASDAQ 14.000 15.000 12.875 3.70 0.00 17.09 74.23 NA
ALBK ALBANK Financial Corporation NY NASDAQ 25.375 30.625 9.167 (4.25) (7.53) 23.83 250.27 0.44
ALBC Albion Banc Corp. NY NASDAQ 17.500 18.750 10.500 2.94 2.94 23.29 217.45 0.31
ASFC Astoria Financial Corporation NY NASDAQ 27.000 28.125 12.688 (2.26) 2.37 26.11 329.08 0.41
BFSI BFS Bankorp, Inc. NY NASDAQ 38.000 39.750 2.500 (0.65) 0.00 29.73 379.90 0.00
CARV Carver Federal Savings Bank NY NASDAQ 8.250 10.750 6.250 3.13 (2.25) 15.03 156.57 0.00
FIBC Financial Bancorp, Inc. NY NASDAQ 14.250 14.875 8.500 14.00 8.57 14.60 146.15 0.25
HAVN Haven Bancorp, Inc. NY NASDAQ 27.875 28.875 10.000 (0.89) 6.70 21.77 358.85 0.45
LISB Long Island Bancorp, Inc. NY NASDAQ 28.750 32.875 12.090 (12.55) 5.02 21.03 210.48 0.40
NYB New York Bancorp Inc. NY NYSE 27.500 27.500 2.425 7.32 12.24 13.78 253.93 0.80
PEEK Peekskill Financial Corp. NY NASDAQ 12.000 12.125 11.125 0.00 2.13 15.73 47.24 NA
PKPS Poughkeepsie Savings Bank, FS NY NASDAQ 5.000 26.750 0.875 (4.76) 0.00 5.65 66.97 0.09
RELY Reliance Bancorp, Inc. NY NASDAQ 16.625 16.625 8.875 3.10 11.28 16.83 195.27 0.46
SFED SFS Bancorp, Inc. NY NASDAQ 12.375 13.500 11.000 0.00 1.02 17.24 127.17 0.00
TPNZ Tappan Zee Financial, Inc. NY NASDAQ 13.250 13.500 11.250 13.98 7.07 13.80 70.86 NA
YFCB Yonkers Financial Corporation NY NASDAQ 10.125 10.125 9.310 0.00 1.25 NA NA NA
ASBP ASB Financial Corp. OH NASDAQ 14.750 16.500 11.375 (1.67) (1.67) 15.04 65.18 NA
CAFI Camco Financial Corporation OH NASDAQ 18.000 19.286 12.245 0.80 3.56 13.83 166.04 0.39
COFI Charter One Financial OH NASDAQ 37.625 38.000 3.445 6.74 7.50 20.76 309.97 0.82
CRCL Circle Financial Corp. OH NASDAQ 35.000 35.500 10.500 0.00 6.06 34.51 323.98 0.62
CTZN CitFed Bancorp, Inc. OH NASDAQ 38.500 39.500 9.250 0.00 13.24 30.62 456.93 0.27
CIBI Community Investors Bancorp OH NASDAQ 15.000 17.500 10.750 0.00 (1.64) 16.93 122.33 0.12

PRICING RATIOS
-----------------------------------------
Price/ Price/Bk Price/ Price/Core
Earnings Value Assets Earnings
(X) (%) (%) (X)
-------- -------- -------- ----------
<S> <C> <C> <C> <C>
FMCO FMS Financial Corporation 9.74 114.13 7.56 9.74
IBSF IBS Financial Corp. 19.52 105.17 20.94 19.00
LVSB Lakeview Financial 9.88 103.80 10.33 16.21
LFBI Little Falls Bancorp, Inc. NA 71.18 11.05 NA
OCFC Ocean Financial Corp. NA NA NA NA
PBCI Pamrapo Bancorp, Inc. 12.71 107.72 16.66 12.71
PFSB PennFed Financial Services Inc. 13.18 86.34 8.44 12.23
PULS Pulse Bancorp 12.86 137.60 10.72 12.86
SFIN Statewide Financial Corp. NA 88.88 9.86 NA
WYNE Wayne Bancorp, Inc. NA NA NA NA
WWFC Westwood Financial Corporation NA NA NA NA
FSBC First Savings Bank, FSB NA 73.16 3.46 NA
GUPB GFSB Bancorp, Inc. NA 81.92 18.86 NA
ALBK ALBANK Financial Corporation 12.20 106.48 10.14 12.20
ALBC Albion Banc Corp. 26.12 75.14 8.05 30.70
ASFC Astoria Financial Corporation 11.84 103.41 8.20 12.98
BFSI BFS Bankorp, Inc. 6.38 127.82 10.00 6.60
CARV Carver Federal Savings Bank 23.57 54.89 5.27 24.26
FIBC Financial Bancorp, Inc. 16.57 97.60 9.75 16.96
HAVN Haven Bancorp, Inc. 11.61 128.04 7.77 12.02
LISB Long Island Bancorp, Inc. 15.37 136.71 13.66 16.91
NYB New York Bancorp Inc. 9.68 199.56 10.83 10.30
PEEK Peekskill Financial Corp. NA 76.29 25.40 NA
PKPS Poughkeepsie Savings Bank, FS 4.67 88.50 7.47 3.45
RELY Reliance Bancorp, Inc. 12.69 98.78 8.51 13.41
SFED SFS Bancorp, Inc. 14.73 71.78 9.73 14.56
TPNZ Tappan Zee Financial, Inc. NA 96.01 18.70 NA
YFCB Yonkers Financial Corporation NA NA NA NA
ASBP ASB Financial Corp. NA 98.07 22.63 NA
CAFI Camco Financial Corporation 8.91 130.15 10.84 11.61
COFI Charter One Financial 33.00 181.24 12.14 12.02
CRCL Circle Financial Corp. 24.31 101.42 10.80 28.46
CTZN CitFed Bancorp, Inc. 14.05 125.73 8.43 17.11
CIBI Community Investors Bancorp 11.90 88.60 12.26 12.61

</TABLE>

106

<PAGE>

KELLER & COMPANY Page 8
Columbus, Ohio
614-766-1426

EXHIBIT 31
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF AUGUST 2,1996

<TABLE>
<CAPTION>
PER SHARE
------------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------- -------- -------- ------- --------- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EFBI Enterprise Federal Bancorp OH NASDAQ 13.750 18.000 11.250 (5.17) (3.51) 15.09 97.56 3.00
FFDF FFD Financial Corp. OH NASDAQ 10.375 10.750 10.000 2.47 (1.19) NA NA NA
FFYF FFY Financial Corp. OH NASDAQ 23.875 24.000 12.250 1.06 4.37 20.25 110.37 0.55
FFOH Fidelity Financial of Ohio OH NASDAQ 9.750 10.890 3.112 (2.50) (1.27) 12.54 61.66 NA
FDEF First Defiance Financial OH NASDAQ 10.375 11.000 5.790 0.00 (3.49) 12.14 49.91 NA
FFBZ First Federal Bancorp, Inc. OH NASDAQ 24.500 24.500 6.250 0.00 4.26 16.84 226.57 0.40
FFHS First Franklin Corporation OH NASDAQ 14.500 17.500 3.500 (3.33) (1.69) 17.41 185.79 0.29
FFSW First Federal Financial Svcs OH NASDAQ 30.250 31.000 2.232 7.08 23.47 15.09 291.48 0.45
GFCO Glenway Financial Corp. OH NASDAQ 19.286 23.333 15.419 0.00 (6.89) 23.12 239.12 0.49
HHFC Harvest Home Financial Corp. OH NASDAQ 12.000 13.250 8.750 (4.00) (7.69) 14.44 81.55 0.39
HVFD Haverfield Corporation OH NASDAQ 18.000 19.250 5.165 0.00 2.13 14.90 175.30 0.53
INBI Industrial Bancorp OH NASDAQ 10.250 16.000 10.250 (7.87) (32.23) 10.95 56.45 NA
LONF London Financial Corporation OH NASDAQ 10.440 11.250 9.750 3.11 1.85 NA NA NA
MFFC Milton Federal Financial Corp. OH NASDAQ 11.500 17.125 10.000 (4.17) (24.59) 14.91 78.76 1.37
OHSL OHSL Financial Corp. OH NASDAQ 19.500 22.000 11.500 (2.50) (6.02) 20.94 171.71 0.72
PTRS Potters Financial Corp. OH NASDAQ 16.000 18.500 9.000 (0.78) (3.03) 20.80 213.70 0.21
PVFC PVF Capital Corp. OH NASDAQ 19.000 21.000 6.474 2.70 (5.00) 13.77 205.36 0.00
SFSL Security First Corp. OH NASDAQ 14.000 17.250 1.625 1.82 9.80 11.58 132.99 0.40
SHFC Seven Hills Financial Corp. OH NASDAQ 17.500 18.125 11.000 (3.45) 20.69 17.99 84.83 0.86
SSBK Strongsville Savings Bank OH NASDAQ 20.750 22.000 15.500 1.22 (4.60) 16.81 209.10 0.45
SBCN Suburban Bancorporation, Inc. OH NASDAQ 15.250 18.500 10.500 (1.61) (1.61) 17.48 133.13 0.55
THIR Third Financial Corp. OH NASDAQ 32.625 32.625 14.500 1.95 5.24 24.88 137.05 0.60
WOFC Western Ohio Financial Corp. OH NASDAQ 20.750 24.375 14.750 (6.74) (8.79) 25.19 138.38 1.00
WFCO Winton Financial Corp. OH NASDAQ 11.250 15.000 3.750 (16.67) (16.67) 10.61 142.40 0.41
FFWD Wood Bancorp, Inc. OH NASDAQ 13.250 13.500 8.000 1.92 7.44 13.14 90.07 0.22
BRFC Bridgeville Savings Bank PA NASDAQ 15.125 15.375 11.750 0.83 14.15 14.13 49.56 0.38
CVAL Chester Valley Bancorp Inc. PA NASDAQ 18.500 20.476 4.073 1.37 1.37 15.91 173.80 0.35
CMSB Commonwealth Bancorp, Inc. PA NASDAQ 10.500 12.389 5.790 (2.60) (2.52) NA NA NA
FSBI Fidelity Bancorp, Inc. PA NASDAQ 16.000 18.182 3.756 0.00 0.57 15.73 231.70 0.29
FBBC First Bell Bancorp, Inc. PA NASDAQ 13.500 14.250 10.000 (0.92) 0.93 14.24 69.88 0.10
FKFS First Keystone Financial PA NASDAQ 16.750 20.875 10.250 (2.90) (4.29) 17.83 215.24 0.00
SHEN First Shenango Bancorp, Inc. PA NASDAQ 21.250 22.250 12.750 1.19 0.00 20.53 161.88 0.42
GAF GA Financial, Inc. PA AMSE 11.875 11.875 10.250 9.20 7.95 14.43 63.19 NA

PRICING RATIOS
-----------------------------------------
Price/ Price/Bk Price/ Price/Core
Earnings Value Assets Earnings
(X) (%) (%) (X)
-------- -------- -------- ----------
<S> <C> <C> <C> <C>
EFBI Enterprise Federal Bancorp 13.75 91.12 14.09 20.83
FFDF FFD Financial Corp. NA NA NA NA
FFYF FFY Financial Corp. 17.69 117.90 21.63 17.05
FFOH Fidelity Financial of Ohio NA 77.75 15.81 NA
FDEF First Defiance Financial NA 85.46 20.79 NA
FFBZ First Federal Bancorp, Inc. 10.56 145.49 10.81 10.75
FFHS First Franklin Corporation 13.55 83.29 7.80 13.81
FFSW First Federal Financial Svcs 15.43 200.46 10.38 18.67
GFCO Glenway Financial Corp. 14.50 83.42 8.07 14.72
HHFC Harvest Home Financial Corp. 18.75 83.10 14.71 18.75
HVFD Haverfield Corporation 13.95 120.81 10.27 14.75
INBI Industrial Bancorp NA 93.61 18.16 NA
LONF London Financial Corporation NA NA NA NA
MFFC Milton Federal Financial Corp. 15.75 77.13 14.60 17.16
OHSL OHSL Financial Corp. 12.83 93.12 11.36 13.09
PTRS Potters Financial Corp. 13.91 76.92 7.49 14.16
PVFC PVF Capital Corp. 8.88 137.98 9.25 10.00
SFSL Security First Corp. 10.77 120.90 10.53 10.22
SHFC Seven Hills Financial Corp. 58.33 97.28 20.63 60.34
SSBK Strongsville Savings Bank 10.81 123.44 9.92 12.13
SBCN Suburban Bancorporation, Inc. 28.77 87.24 11.45 19.81
THIR Third Financial Corp. 18.13 131.13 23.81 20.14
WOFC Western Ohio Financial Corp. 19.95 82.37 14.99 34.02
WFCO Winton Financial Corp. 9.07 106.03 7.90 10.82
FFWD Wood Bancorp, Inc. 12.62 100.84 14.71 12.99
BRFC Bridgeville Savings Bank 25.21 107.04 30.52 25.21
CVAL Chester Valley Bancorp Inc. 12.01 116.28 10.64 12.42
CMSB Commonwealth Bancorp, Inc. NA NA NA NA
FSBI Fidelity Bancorp, Inc. 11.76 101.72 6.91 11.85
FBBC First Bell Bancorp, Inc. 12.27 94.80 19.32 12.39
FKFS First Keystone Financial 15.80 93.94 7.78 14.57
SHEN First Shenango Bancorp, Inc. 13.98 103.51 13.13 14.66
GAF GA Financial, Inc. NA 82.29 18.79 NA

</TABLE>

107

<PAGE>

KELLER & COMPANY Page 9
Columbus, Ohio
614-766-1426

EXHIBIT 31
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF AUGUST 2,1996

<TABLE>
<CAPTION>
PER SHARE
------------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------- -------- -------- ------- --------- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HARL Harleysville Savings Bank PA NASDAQ 17.875 19.750 3.535 2.14 (0.69) 15.38 231.24 0.38
LARL Laurel Capital Group, Inc. PA NASDAQ 15.000 16.500 3.627 1.69 (6.25) 13.66 127.95 0.27
MLFB MLF Bancorp, Inc. PA NASDAQ 24.625 25.000 12.438 1.55 1.55 24.47 282.67 0.52
PVSA Parkvale Financial Corporation PA NASDAQ 26.000 28.500 2.688 2.97 (7.14) 21.56 284.10 0.52
PBIX Patriot Bank Corp. PA NASDAQ 13.125 13.375 12.310 2.94 2.94 15.47 89.48 NA
PWBC PennFirst Bancorp, Inc. PA NASDAQ 13.750 15.915 4.019 0.00 7.84 13.37 170.26 0.36
PWBK Pennwood Savings Bank PA NASDAQ 9.060 9.750 9.000 NA NA NA NA NA
PHFC Pittsburgh Home Financial Corp PA NASDAQ 10.250 11.125 9.500 0.00 (2.38) 13.93 84.32 NA
PRBC Prestige Bancorp Inc. PA NASDAQ 10.250 10.500 9.750 (2.38) NA NA NA NA
PSAB Prime Bancorp, Inc. PA NASDAQ 19.000 20.682 3.194 5.56 7.80 15.58 173.03 0.66
PFNC Progress Financial Corporation PA NASDAQ 6.000 18.750 0.750 (11.11) (14.29) 5.23 93.26 0.00
SVRN Sovereign Bancorp, Inc. PA NASDAQ 10.000 11.250 1.005 0.00 (2.44) 7.75 185.25 0.08
THRD TF Financial Corporation PA NASDAQ 14.250 16.000 9.750 (0.87) 0.88 17.80 114.78 0.26
THBC Troy Hill Bancorp Inc. PA NASDAQ 13.000 14.000 10.250 (3.70) (7.14) 16.73 75.37 0.32
WVFC WVS Financial Corporation PA NASDAQ 20.250 22.250 13.000 (1.22) 0.00 20.92 138.38 0.52
YFED York Financial Corp. PA NASDAQ 16.125 18.864 4.731 (6.52) (6.52) 15.22 173.33 0.55
AMFB American Federal Bank SC NASDAQ 16.000 16.750 0.625 (1.90) (1.90) 9.88 122.62 0.31
CFCP Coastal Financial Corp. SC NASDAQ 21.000 21.000 1.918 16.67 26.14 7.83 128.74 0.40
FFCH First Financial Holdings Inc. SC NASDAQ 18.375 22.250 4.000 (3.29) (9.26) 15.04 227.64 0.60
FSFC First Southeast Financial Corp SC NASDAQ 9.375 20.250 9.125 (6.25) (49.32) 7.67 74.42 10.48
PALM Palfed, Inc. SC NASDAQ 13.125 18.500 3.500 5.00 5.00 10.09 119.41 0.02
SCCB S. Carolina Community Bancshrs SC NASDAQ 16.000 20.500 12.625 (0.78) (3.03) 16.80 59.01 0.55
HFFC HF Financial Corp. SD NASDAQ 16.000 16.750 5.500 6.67 8.47 16.86 187.92 0.32
LFCT Leader Financial Corp. TN NASDAQ 45.500 46.375 14.500 2.25 4.00 26.78 322.79 0.66
TWIN Twin City Bancorp TN NASDAQ 17.500 18.250 10.500 6.06 9.38 15.69 114.01 0.55
CBSA Coastal Bancorp, Inc. TX NASDAQ 17.625 18.875 9.875 (1.40) (0.70) 18.89 563.56 0.36
FTFS East Texas Financial Services TX NASDAQ 14.250 16.750 11.000 (2.56) (9.52) 18.91 96.32 0.05
FBHC Fort Bend Holding Corp. TX NASDAQ 17.000 20.250 10.375 (1.45) (8.11) 21.98 310.96 0.28
LOAN Horizon Bancorp TX NASDAQ 12.250 12.250 7.250 28.95 10.11 7.69 94.41 0.14
JXVL Jacksonville Bancorp, Inc. TX NASDAQ 10.125 11.990 7.141 (4.71) 2.53 NA NA NA
BFSB Bedford Bancshares, Inc. VA NASDAQ 17.000 18.750 10.250 3.03 (2.16) 16.86 98.42 0.33
CNIT CENlT Bancorp, Inc. VA NASDAQ 31.750 40.250 10.875 (7.30) (5.22) 29.58 406.57 0.50
CFFC Community Financial Corp. VA NASDAQ 22.000 22.000 4.250 6.02 4.76 17.25 125.85 0.43
ESX Essex Bancorp, Inc. VA AMSE 2.375 19.250 0.750 5.56 (17.39) 7.72 300.38 0.00

PRICING RATIOS
-----------------------------------------
Price/ Price/Bk Price/ Price/Core
Earnings Value Assets Earnings
(X) (%) (%) (X)
-------- -------- -------- ----------
<S> <C> <C> <C> <C>
HARL Harleysville Savings Bank 10.51 116.22 7.73 9.99
LARL Laurel Capital Group, Inc. 9.04 109.81 11.72 9.38
MLFB MLF Bancorp, Inc. 13.53 100.63 8.71 15.20
PVSA Parkvale Financial Corporation 9.09 120.59 9.15 9.74
PBIX Patriot Bank Corp. NA 84.84 14.67 NA
PWBC PennFirst Bancorp, Inc. 14.03 102.84 8.08 14.95
PWBK Pennwood Savings Bank NA NA NA NA
PHFC Pittsburgh Home Financial Corp NA 73.58 12.16 NA
PRBC Prestige Bancorp Inc. NA NA NA NA
PSAB Prime Bancorp, Inc. 11.73 121.95 10.98 12.58
PFNC Progress Financial Corporation 6.74 114.72 6.43 8.33
SVRN Sovereign Bancorp, Inc. 9.35 129.03 5.40 9.71
THRD TF Financial Corporation 14.84 80.06 12.42 15.66
THBC Troy Hill Bancorp Inc. 12.15 77.70 17.25 13.27
WVFC WVS Financial Corporation 12.27 96.80 14.63 11.25
YFED York Financial Corp. 10.08 105.95 9.30 11.86
AMFB American Federal Bank 10.81 161.94 13.05 10.00
CFCP Coastal Financial Corp. 17.95 268.20 16.31 19.81
FFCH First Financial Holdings Inc. 11.20 122.17 8.07 11.00
FSFC First Southeast Financial Corp 31.25 122.23 12.60 11.87
PALM Palfed, Inc. 15.81 130.08 10.99 18.75
SCCB S. Carolina Community Bancshrs 19.75 95.24 27.11 19.75
HFFC HF Financial Corp. 11.68 94.90 8.51 14.95
LFCT Leader Financial Corp. 10.41 169.90 14.10 10.66
TWIN Twin City Bancorp 13.78 111.54 15.35 15.91
CBSA Coastal Bancorp, Inc. 8.24 93.30 3.13 8.56
FTFS East Texas Financial Services 15.49 75.36 14.79 16.76
FBHC Fort Bend Holding Corp. 9.55 77.34 5.47 10.83
LOAN Horizon Bancorp 11.45 159.30 12.98 14.24
JXVL Jacksonville Bancorp, Inc. NA NA NA NA
BFSB Bedford Bancshares, Inc. 13.60 100.83 17.27 13.60
CNIT CENlT Bancorp, Inc. 17.07 107.34 7.81 15.34
CFFC Community Financial Corp. 13.75 127.54 17.48 13.75
ESX Essex Bancorp, Inc. NA 30.76 0.79 NA

</TABLE>

108

<PAGE>

KELLER & COMPANY Page 10
Columbus, Ohio
614-766-1426

EXHIBIT 31
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF AUGUST 2,1996

<TABLE>
<CAPTION>
PER SHARE
------------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------- -------- -------- ------- --------- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFFC FFVA Financial Corp. VA NASDAQ 17.000 18.250 8.250 (1.45) 8.80 16.79 95.43 0.33
FFRV Fidelity Financial Bankshares VA NASDAQ 13.000 14.750 2.381 0.00 (3.70) 12.01 141.09 0.16
GSLC Guaranty Financial Corp. VA NASDAQ 7.250 8.500 6.313 (6.45) (14.71) 6.93 112.02 0.00
LIFB Life Bancorp, Inc. VA NASDAQ 14.250 16.625 8.313 0.88 0.00 14.73 122.86 0.44
VABF Virginia Beach Fed. Financial VA NASDAQ 7.000 9.938 1.625 0.43 (12.17) 8.28 125.95 0.16
VFFC Virginia First Financial VA NASDAQ 11.000 14.250 1.250 (10.20) (4.35) 9.81 127.14 0.06
CASB Cascade Financial Corp. WA NASDAQ 15.500 17.250 2.662 (1.59) 3.33 9.94 159.90 0.00
FWWB First SB of Washington Bancorp WA NASDAQ 15.375 15.625 12.375 0.42 5.13 15.30 73.75 NA
IWBK InterWest Bancorp, Inc. WA NASDAQ 24.500 25.125 8.478 0.51 5.38 14.94 219.20 0.44
MSEA Metropolitan Bancorp WA NASDAQ 16.875 17.000 3.636 26.17 19.47 13.79 205.11 0.00
STSA Sterling Financial Corp. WA NASDAQ 14.000 15.000 1.878 (2.61) 3.70 11.01 272.67 0.00
WFSL Washington Federal, Inc. WA NASDAQ 21.500 23.967 1.723 4.24 2.38 14.14 119.31 0.88
AADV Advantage Bancorp, Inc. WI NASDAQ 33.750 34.500 10.600 (0.74) (0.74) 26.04 284.07 0.26
ABCW Anchor BanCorp Wisconsin WI NASDAQ 35.000 36.250 9.800 0.72 5.26 24.00 355.58 0.32
FCBF FCB Financial Corp. WI NASDAQ 17.750 18.500 10.000 1.43 0.00 18.78 101.75 0.60
FFEC First Fed Bncshrs Eau Claire WI NASDAQ 15.125 16.190 8.375 (3.60) 8.04 14.04 98.07 0.10
FTFC First Federal Capital Corp. WI NASDAQ 20.625 22.875 1.449 (2.94) (5.17) 15.03 219.45 0.56
FFHC First Financial Corp. WI NASDAQ 22.750 24.000 1.392 (1.09) 1.11 13.64 186.56 0.54
FNGB First Northern Capital Corp. WI NASDAQ 15.250 16.500 3.063 (3.17) (3.17) 16.10 132.01 0.58
HALL Hallmark Capital Corp. WI NASDAQ 15.250 16.250 9.875 3.39 3.39 18.38 235.13 0.00
MWFD Midwest Federal Financial WI NASDAQ 15.750 16.000 4.167 0.00 9.57 10.21 109.16 0.14
NWEQ Northwest Equity Corp. WI NASDAQ 10.250 11.375 6.875 0.00 1.23 12.74 88.04 0.33
OSBF OSB Financial Corp. WI NASDAQ 23.000 24.875 14.500 (2.13) (3.66) 28.26 225.03 0.58
RELI Reliance Bancshares, Inc. WI NASDAQ 8.000 8.500 7.500 (1.54) (1.54) NA NA NA
SECP Security Capital Corporation WI NASDAQ 60.250 62.500 25.000 1.69 3.43 56.63 369.03 0.45
STFR St. Francis Capital Corp. WI NASDAQ 26.000 28.000 12.625 5.05 0.97 23.39 238.04 0.30
FOBC Fed One Bancorp WV NASDAQ 13.500 16.250 5.358 (6.90) (12.90) 16.73 134.09 0.54
CRZY Crazy Woman Creek Bancorp WY NASDAQ 10.310 11.000 10.000 2.49 (1.81) 14.61 47.57 NA
TRIC Tri-County Bancorp, Inc. WY NASDAQ 18.875 18.875 11.375 4.86 7.86 20.76 116.42 0.45

PRICING RATIOS
-----------------------------------------
Price/ Price/Bk Price/ Price/Core
Earnings Value Assets Earnings
(X) (%) (%) (X)
-------- -------- -------- ----------
<S> <C> <C> <C> <C>
FFFC FFVA Financial Corp. 14.66 101.25 17.81 15.04
FFRV Fidelity Financial Bankshares 9.49 108.24 9.21 9.70
GSLC Guaranty Financial Corp. 8.84 104.62 6.47 14.22
LIFB Life Bancorp, Inc. 14.69 96.74 11.60 13.97
VABF Virginia Beach Fed. Financial 21.21 84.54 5.56 NA
VFFC Virginia First Financial 7.59 112.13 8.65 9.32
CASB Cascade Financial Corp. 20.13 155.94 9.69 41.89
FWWB First SB of Washington Bancorp NA 100.49 20.85 NA
IWBK InterWest Bancorp, Inc. 11.04 163.99 11.18 11.61
MSEA Metropolitan Bancorp 10.89 122.37 8.23 10.17
STSA Sterling Financial Corp. 15.56 127.16 5.13 16.47
WFSL Washington Federal, Inc. 10.86 152.05 18.02 11.32
AADV Advantage Bancorp, Inc. 14.42 129.61 11.88 16.00
ABCW Anchor BanCorp Wisconsin 12.96 145.83 9.84 13.46
FCBF FCB Financial Corp. 17.57 94.52 17.44 17.93
FFEC First Fed Bncshrs Eau Claire 17.39 107.73 15.42 18.01
FTFC First Federal Capital Corp. 11.15 137.23 9.40 15.17
FFHC First Financial Corp. 9.68 166.79 12.19 10.02
FNGB First Northern Capital Corp. 16.05 94.72 11.55 16.76
HALL Hallmark Capital Corp. 12.92 82.97 6.49 14.52
MWFD Midwest Federal Financial 13.70 154.26 14.43 16.94
NWEQ Northwest Equity Corp. 11.39 80.46 11.64 11.92
OSBF OSB Financial Corp. 46.94 81.39 10.22 28.40
RELI Reliance Bancshares, Inc. NA NA NA NA
SECP Security Capital Corporation 17.72 106.39 16.33 16.92
STFR St. Francis Capital Corp. 10.53 111.16 10.92 14.21
FOBC Fed One Bancorp 10.89 80.69 10.07 10.89
CRZY Crazy Woman Creek Bancorp NA 70.57 21.67 NA
TRIC Tri-County Bancorp, Inc. 19.46 90.92 16.21 19.87

</TABLE>

109

<PAGE>

KELLER & COMPANY Page 11
Columbus, Ohio
614-766-1426

EXHIBIT 31
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF AUGUST 2,1996

AVERAGE FOR STATE
OH 18.632 20.549 8.964 (0.95) (0.71) 17.67 164.06 0.60

AVERAGE BY REGION
MIDWEST 18.019 19.738 8.975 (0.41) 0.07 17.85 156.38 0.39
NEW ENGLAND 18.025 19.496 5.878 1.17 5.14 17.83 242.76 0.49
MID ATLANTIC 16.349 18.423 7.181 0.48 1.47 16.32 171.88 0.33
SOUTHEAST 15.665 18.382 7.017 (0.43) (0.34) 14.16 138.60 0.66
SOUTHWEST 14.900 16.577 9.681 1.79 (0.82) 15.63 164.14 0.31
WEST 18.292 39.277 6.458 2.33 7.11 16.79 228.64 0.32
OTC/NASDAQ 16.951 18.956 8.040 0.07 0.86 16.68 162.66 0.41

PRICING RATIOS
-----------------------------------------
Price/ Price/Bk Price/ Price/Core
Earnings Value Assets Earnings
(X) (%) (%) (X)
-------- -------- -------- ----------
<S> <C> <C> <C> <C>
ALL THRIFTS
AVE RAGE 16.42 106.18 12.77 17.61
MEDIAN 13.34 99.79 11.18 14.66
HIGH 124.14 268.20 40.21 155.00
LOW 2.96 30.76 0.79 3.45

AVERAGE FOR STATE
OH 17.207 108.345 13.319 17.841

AVERAGE BY REGION
MIDWEST 16.71 104.67 13.96 18.38
NEW ENGLAND 11.34 99.96 7.80 13.86
MID ATLANTIC 13.14 103.88 11.26 14.17
SOUTHEAST 16.79 113.19 14.26 18.45
SOUTHWEST 12.84 100.54 13.01 13.78
WEST 22.46 109.69 9.99 21.09
OTC/NASDAQ 16.52 105.34 12.86 17.61

</TABLE>

110
<PAGE>

Page l

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 32
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)

AS OF AUGUST 2,1996

ASSETS AND EQUITY
------------------------------------------
Total Total Total
Assets Equity Tang. Equity
State ($000) ($000) ($000)
----- ----------- ------------ -------------
<S> <C> <C> <C> <C>
PLE Pinnacle Bank AL 185,793 15,223 14,682
SRN Southern Banc Company, Inc AL 109,768 22,293 NA
SZB SouthFirst Bancshares, Inc. AL 88,899 13,235 13,235
VAFD Valley Federal Savings Bank AL 118,625 9,595 9,595
FF BH First Federal Bancshares of AR AR 466,101 36,255 36,255
FTF Texarkana First Financial Corp AR 163,391 33,683 33,683
AHM Ahmanson & Company (H.F.) CA 49,506,630 2,777,356 2,637,334
AFFFZ America First Financial Fund CA 2,333,113 158,755 155,020
BPLS Bank Plus Corp. CA 3,296,633 174,998 NA
BVFS Bay View Capital Corp. CA 3,388,847 206,177 181,928
BYFC Broadway Financial Corp. CA 115,222 14,062 14,062
CAL Cal Fed Bancorp, Inc. CA 14,045,400 683,200 NA
CFHC California Financial Holding CA 1,327,178 86,924 86,431
CENF CENFED Financial Corp. CA 2,148,344 107,221 106,989
CSA Coast Savings Financial CA 8,350,710 429,883 423,104
DSL Downey Financial Corp. CA 4,712,294 391,919 385,323
FSSB First FS&LA of San Bernardino CA 103,288 5,827 5,566
FED FirstFed Financial Corp. CA 4,104,854 188,766 185,646
GLN Glendale Federal Bank, FSB CA 14,456,564 957,451 898,235
GDW Golden West Financial CA 35,775,375 2,362,246 2,224,420
GWF Great Western Financial CA 43,719,958 2,834,725 2,529,871
HTHR Hawthorne Financial Corp. CA 761,162 46,137 45,982
HEMT HF Bancorp, Inc. CA 826,916 81,072 NA
HBNK Highland Federal Bank FSB CA 441,911 34,626 34,626
MBBC Monterey Bay Bancorp, Inc. CA 318,879 47,771 47,196
NHSL NHS Financial, Inc. CA 292,618 24,671 24,618
PSSB Palm Springs Savings Bank CA 192,093 11,693 11,693
PFFB PFF Bancorp, Inc. CA 2,146,293 290,480 287,172
PRQV Provident Financial Holdings CA 567,186 37,323 37,323
QCBC Quaker City Bancorp, Inc. CA 725,085 67,926 67,628
REDF RedFed Bancorp Inc. CA 857,959 48,329 48,329

PROFITABILITY
-----------------------------------------------------
Core Core
ROAA ROAA ROAE ROAE
State (%) (%) (%) (%)
----- ----- ------ ------- ------
<S> <C> <C> <C> <C> <C>
PLE Pinnacle Bank AL 0.79 0.70 10.34 9.23
SRN Southern Banc Company, Inc AL 0.54 0.54 3.96 3.96
SZB SouthFirst Bancshares, Inc. AL 0.55 0.37 3.24 2.19
VAFD Valley Federal Savings Bank AL 0.08 0.07 0.96 0.85
FF BH First Federal Bancshares of AR AR NA NA NA NA
FTF Texarkana First Financial Corp AR 1.77 1.77 10.80 10.80
AHM Ahmanson & Company (H.F.) CA 0.92 0.26 15.79 4.50
AFFFZ America First Financial Fund CA 0.81 0.81 12.57 12.50
BPLS Bank Plus Corp. CA (1.74) (1.75) (30.56) (30.67)
BVFS Bay View Capital Corp. CA 0.06 0.36 0.85 5.12
BYFC Broadway Financial Corp. CA 0.41 0.41 6.78 6.83
CAL Cal Fed Bancorp, Inc. CA 0.82 0.73 14.84 13.17
CFHC California Financial Holding CA 0.57 0.52 8.53 7.65
CENF CENFED Financial Corp. CA 0.55 0.40 11.33 8.16
CSA Coast Savings Financial CA 0.49 0.45 9.90 9.08
DSL Downey Financial Corp. CA 0.69 0.61 8.44 7.48
FSSB First FS&LA of San Bernardino CA (0.17) (0.34) (2.90) (6.03)
FED FirstFed Financial Corp. CA 0.23 0.22 4.98 4.82
GLN Glendale Federal Bank, FSB CA 0.28 0.42 4.43 6.82
GDW Golden West Financial CA 0.81 0.79 12.46 12.25
GWF Great Western Financial CA 0.72 0.67 11.60 10.83
HTHR Hawthorne Financial Corp. CA 0.61 (0.02) 12.80 (0.38)
HEMT HF Bancorp, Inc. CA 0.26 0.26 2.31 2.31
HBNK Highland Federal Bank FSB CA 0.22 0.21 3.92 3.87
MBBC Monterey Bay Bancorp, Inc. CA 0.19 0.23 1.28 1.53
NHSL NHS Financial, Inc. CA 0.16 0.16 1.93 1.93
PSSB Palm Springs Savings Bank CA 0.62 0.34 10.80 5.85
PFFB PFF Bancorp, Inc. CA NA NA NA NA
PRQV Provident Financial Holdings CA (0.72) (0.80) (9.81) (10.93)
QCBC Quaker City Bancorp, Inc. CA 0.53 0.51 5.25 5.08
REDF RedFed Bancorp Inc. CA (0.56) (0.90) (9.99) (16.03)

CAPITAL ISSUES
-----------------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C>
PLE Pinnacle Bank AL 12/17/86 AMSE 889,824 15.91
SRN Southern Banc Company, Inc AL 10/05/95 AMSE 1,454,750 17.09
SZB SouthFirst Bancshares, Inc. AL 02/14/95 AMSE 854,855 10.15
VAFD Valley Federal Savings Bank AL 10/15/87 NASDAQ 366,860 12.11
FF BH First Federal Bancshares of AR AR 05/03/96 NASDAQ NA NA
FTF Texarkana First Financial Corp AR 07/07/95 AMSE 1,983,750 29.51
AHM Ahmanson & Company (H.F.) CA 10/01/72 NYSE 107,188,014 2894.08
AFFFZ America First Financial Fund CA NA NASDAQ 6,010,589 174.31
BPLS Bank Plus Corp. CA NA NASDAQ 18,242,465 159.62
BVFS Bay View Capital Corp. CA 05/09/86 NASDAQ 6,885,242 234.10
BYFC Broadway Financial Corp. CA 01/09/96 NASDAQ 892,688 9.26
CAL Cal Fed Bancorp, Inc. CA 03/01/83 NYSE 49,395,947 901.48
CFHC California Financial Holding CA 04/01/83 NASDAQ 4,688,652 101.98
CENF CENFED Financial Corp. CA 10/25/91 NASDAQ 5,040,437 112.15
CSA Coast Savings Financial CA 12/23/85 NYSE 18,583,617 608.61
DSL Downey Financial Corp. CA 01/01/71 NYSE 16,972,905 371.28
FSSB First FS&LA of San Bernardino CA 02/02/93 NASDAQ 328,296 3.78
FED FirstFed Financial Corp. CA 12/16/83 NYSE 10,508,897 182.59
GLN Glendale Federal Bank, FSB CA 10/01/83 NYSE 46,729,698 846.98
GDW Golden West Financial CA 05/29/59 NYSE 57,923,709 3243.73
GWF Great Western Financial CA NA NYSE 137,392,481 3280.25
HTHR Hawthorne Financial Corp. CA NA NASDAQ 2,599,000 22.74
HEMT HF Bancorp, Inc. CA 06/30/95 NASDAQ 6,281,875 61.25
HBNK Highland Federal Bank FSB CA NA NASDAQ 2,295,983 39.03
MBBC Monterey Bay Bancorp, Inc. CA 02/15/95 NASDAQ 3,414,063 42.68
NHSL NHS Financial, Inc. CA NA NASDAQ 2,522,827 22.71
PSSB Palm Springs Savings Bank CA NA NASDAQ 1,130,946 11.03
PFFB PFF Bancorp, Inc. CA 03/29/96 NASDAQ 19,837,500 220.69
PRQV Provident Financial Holdings CA 06/28/96 NASDAQ NA NA
QCBC Quaker City Bancorp, Inc. CA 12/30/93 NASDAQ 3,813,600 52.21
REDF RedFed Bancorp Inc. CA 04/08/94 NASDAQ 4,059,917 36.54

</TABLE>

111

<PAGE>

Page 2
KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 32
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)

AS OF AUGUST 2,1996

ASSETS AND EQUITY
----------------------------------------
Total Total Total
Assets Equity Tang. Equity
State ($000) ($000) ($000)
----- ---------- ---------- -------------
<S> <C> <C> <C> <C>
SGVB SGV Bancorp, Inc. CA 333,064 32,581 32,581
WES Westcorp CA 3,027,248 312,836 NA
FFBA First Colorado Bancorp, Inc. CO 1,501,330 245,056 242,168
MORG Morgan Financial Corp. CO 71,654 10,501 10,501
EGFC Eagle Financial Corp. CT 1,428,558 101,928 73,743
FFES First Federal of East HartFord CT 947,807 57,007 56,846
NTMG Nutmeg Federal S&LA CT 85,194 5,548 5,548
WBST Webster Financial Corporation CT 3,837,220 214,669 167,767
lFSB Independence Federal Savings DC 263,735 16,891 14,544
BANC BankAtlantic Bancorp, Inc. FL 1,642,825 136,819 125,676
BKUNA BankUnited Financial Corp. FL 738,491 69,468 66,955
FFFG F.F.O. Financial Group, Inc. FL 305,683 18,408 18,408
FFLC FFLC Bancorp, Inc. FL 332,087 56,404 56,404
FFML First Family Financial Corp. FL 159,049 8,929 8,929
FFPB First Palm Beach Bancorp, Inc. FL 1,438,024 113,606 110,733
FFPC Florida First Bancorp, Inc. FL 302,689 21,349 21,349
HOFL Home Financial Corp. FL 1,215,712 301,582 301,582
SCSL Suncoast Savings and Loan FL 466,504 25,338 25,283
CCFH CCF Holding Company GA 78,772 16,725 16,725
EBSI Eagle Bancshares GA 611,512 57,175 57,175
FGHC First Georgia Holding, Inc. GA 142,133 11,605 10,263
FLFC First Liberty Financial Corp. GA 981,694 74,634 63,866
FLAG FLAG Financial Corp. GA 225,960 21,599 21,599
NFSL Newnan Savings Bank, FSB GA 160,656 18,605 18,483
CASH First Midwest Financial, Inc. 1A 342,095 39,029 36,450
GFSB GFS Bancorp, Inc. 1A 83,305 9,945 9,945
HZFS Horizon Financial Svcs Corp. 1A 72 8,358 8,358
MFCX Marshalltown Financial Corp. IA 125,308 19,563 19,563
MlFC Mid-Iowa Financial Corp. IA 115,260 10,807 10,791
MWBI Midwest Bancshares, Inc. IA 138,628 9,244 9,244
FFFD North Central Bancshares, Inc. 1A 194,283 55,736 55,736

PROFITABILITY
--------------------------------------------------
Core Core
ROAA ROAA ROAE ROAE
State (%) (%) (%) (%)
----- ----- ------ ------- ------
<S> <C> <C> <C> <C> <C>
SGVB SGV Bancorp, Inc. CA 0.12 0.11 1.10 1.08
WES Westcorp CA 1.28 0.51 13.55 5.37
FFBA First Colorado Bancorp, Inc. CO 1.09 1.09 8.16 8.13
MORG Morgan Financial Corp. CO 0.97 0.93 6.38 6.12
EGFC Eagle Financial Corp. CT 1.29 0.64 17.83 8.86
FFES First Federal of East HartFord CT 0.57 0.57 8.65 8.58
NTMG Nutmeg Federal S&LA CT 0.66 0.42 10.75 6.78
WBST Webster Financial Corporation CT 0.60 0.63 10.69 11.19
lFSB Independence Federal Savings DC 0.49 0.24 7.71 3.69
BANC BankAtlantic Bancorp, Inc. FL 1.08 0.86 16.11 12.86
BKUNA BankUnited Financial Corp. FL 1.12 0.13 14.68 1.64
FFFG F.F.O. Financial Group, Inc. FL 0.45 0.45 6.83 6.75
FFLC FFLC Bancorp, Inc. FL 0.94 0.94 5.51 5.51
FFML First Family Financial Corp. FL 0.90 0.48 17.04 9.16
FFPB First Palm Beach Bancorp, Inc. FL 0.73 0.69 8.92 8.44
FFPC Florida First Bancorp, Inc. FL 0.90 0.83 13.27 12.31
HOFL Home Financial Corp. FL 1.23 1.54 4.78 5.99
SCSL Suncoast Savings and Loan FL 0.51 (0.16) 8.77 (2.73)
CCFH CCF Holding Company GA 0.85 0.81 5.07 4.80
EBSI Eagle Bancshares GA 0.98 0.97 13.09 12.96
FGHC First Georgia Holding, Inc. GA 0.87 0.81 10.61 9.91
FLFC First Liberty Financial Corp. GA 1.03 0.83 13.14 10.60
FLAG FLAG Financial Corp. GA 0.92 0.81 9.91 8.77
NFSL Newnan Savings Bank, FSB GA 1.89 1.65 17.69 15.47
CASH First Midwest Financial, Inc. 1A 1.06 1.05 8.14 8.05
GFSB GFS Bancorp, Inc. 1A 1.16 1.13 9.19 8.93
HZFS Horizon Financial Svcs Corp. 1A 0.46 0.39 3.71 3.14
MFCX Marshalltown Financial Corp. IA 0.38 0.36 2.43 2.31
MlFC Mid-Iowa Financial Corp. IA 0.93 0.92 10.00 9.79
MWBI Midwest Bancshares, Inc. IA 1.01 0.70 14.64 10.14
FFFD North Central Bancshares, Inc. 1A 1.64 1.64 8.13 8.11

CAPITAL ISSUES
-----------------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
SGVB SGV Bancorp, Inc. CA 06/29/95 NASDAQ 2,727,656 24.55
WES Westcorp CA 05/01/86 NYSE 25,977,094 461.09
FFBA First Colorado Bancorp, Inc. CO 01/02/96 NASDAQ 20,134,256 266.78
MORG Morgan Financial Corp. CO 01/11/93 NASDAQ 832,700 9.78
EGFC Eagle Financial Corp. CT 02/03/87 NASDAQ 4,491,493 106.67
FFES First Federal of East HartFord CT 06/23/87 NASDAQ 2,597,010 46.75
NTMG Nutmeg Federal S&LA CT NA NASDAQ 707,814 5.49
WBST Webster Financial Corporation CT 12/12/86 NASDAQ 8,101,382 226.84
lFSB Independence Federal Savings DC 06/06/85 NASDAQ 1,278,935 9.27
BANC BankAtlantic Bancorp, Inc. FL 11/29/83 NASDAQ 14,678,749 176.14
BKUNA BankUnited Financial Corp. FL 12/11/85 NASDAQ 5,693,125 46.97
FFFG F.F.O. Financial Group, Inc. FL 10/13/88 NASDAQ 8,430,000 22.93
FFLC FFLC Bancorp, Inc. FL 01/04/94 NASDAQ 2,618,763 47.14
FFML First Family Financial Corp. FL 10/22/92 NASDAQ 545,000 11.45
FFPB First Palm Beach Bancorp, Inc. FL 09/29/93 NASDAQ 5,181,187 110.75
FFPC Florida First Bancorp, Inc. FL 11/06/86 NASDAQ 3,384,645 37.65
HOFL Home Financial Corp. FL 10/25/94 NASDAQ 24,716,619 321.32
SCSL Suncoast Savings and Loan FL 07/30/85 NASDAQ 1,989,930 12.69
CCFH CCF Holding Company GA 07/12/95 NASDAQ 1,130,738 13.57
EBSI Eagle Bancshares GA 04/01/86 NASDAQ 4,552,200 70.56
FGHC First Georgia Holding, Inc. GA 02/11/87 NASDAQ 2,023,711 14.67
FLFC First Liberty Financial Corp. GA 12/06/83 NASDAQ 3,981,578 83.61
FLAG FLAG Financial Corp. GA 12/11/86 NASDAQ 2,008,457 25.11
NFSL Newnan Savings Bank, FSB GA 03/01/86 NASDAQ 1,446,856 24.96
CASH First Midwest Financial, Inc. 1A 09/20/93 NASDAQ 1,778,577 39.13
GFSB GFS Bancorp, Inc. 1A 01/06/94 NASDAQ 509600 10.32
HZFS Horizon Financial Svcs Corp. 1A 06/30/94 NASDAQ 447,937 7.06
MFCX Marshalltown Financial Corp. IA 03/31/94 NASDAQ 1,411,475 21.88
MlFC Mid-Iowa Financial Corp. IA 10/14/92 NASDAQ 1,682,880 10.10
MWBI Midwest Bancshares, Inc. IA 11/12/92 NASDAQ 349,379 9.00
FFFD North Central Bancshares, Inc. 1A 03/21/96 NASDAQ 4,011,057 44.12

</TABLE>

112

<PAGE>

Page 3
KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 32
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)

AS OF AUGUST 2, 1996

ASSETS AND EQUITY
------------------------------------------
Total Total Total
Assets Equity Tang. Equity
State ($000) ($000) ($000)
----- ----------- ------------ -------------
<S> <C> <C> <C> <C>
PMFI Perpetual Midwest Financial IA 374,039 36,053 36,053
SFFC StateFed Financial Corporation IA 74,181 14,925 14,925
AVND Avondale Financial Corp. IL 592,727 58,798 58,798
CBCI Calumet Bancorp, Inc. IL 500,814 80,507 80,507
CBSB Charter Financial, Inc. IL 300,812 64,393 62,739
CBK Citizens First Financial Corp. IL 232,196 15,765 15,765
CSBF CSB Financial Group, Inc. IL 41,211 12,730 12,730
DFIN Damen Financial Corp. IL 235,320 56,903 56,903
EGLB Eagle BancGroup, Inc. IL 150,974 11,515 11,515
FBCI Fidelity Bancorp, Inc. IL 456,896 49,801 49,630
FNSC Financial Security Corp. IL 273,965 39,372 39,372
FFBI First Financial Bancorp, Inc. IL 88,615 7,865 7,865
FMBD First Mutual Bancorp, Inc. IL 301,690 69,445 69,445
FFDP FirstFed Bancshares IL 635,096 54,810 52,341
GTPS Great American Bancorp IL 120,540 33,212 33,212
HNFC Hinsdale Financial Corp. IL 662,482 55,463 53,831
HMCI HomeCorp, Inc. IL 338,985 21,133 21,133
KNK Kankakee Bancorp, Inc. IL 363,182 35,581 33,014
LBCI Liberty Bancorp, Inc. IL 651,198 64,017 63,854
MAFB MAF Bancorp, Inc. IL 3,117,149 242,226 215,325
NBSI North Bancshares, Inc. IL 119,436 18,514 18,514
SWBI Southwest Bancshares IL 356,692 40,010 40,010
SPBC St. Paul Bancorp. Inc. IL 4,337,546 375,542 374,234
STND Standard Financial, Inc. IL 2,274,536 266,294 265,772
SFSB SuburbFed Financial Corp. IL 378,388 26,045 25,898
WCBI Westco Bancorp IL 312,158 48,236 48,236
FBCV 1ST Bancorp IN 273,122 21,535 21,535
AMFC AMB Financial Corp. IN 80,533 16,147 16,147
ASBI Ameriana Bancorp IN 402,051 44,609 44,547
ATSB AmTrust Capital Corp. IN 73,072 7,553 7,472
CBCO CB Bancorp, Inc. IN 195,658 19,319 19,319

PROFITABILITY
--------------------------------------------------
Core Core
ROAA ROAA ROAE ROAE
State (%) (%) (%) (%)
----- ----- ----- ------ -----
<S> <C> <C> <C> <C> <C>
PMFI Perpetual Midwest Financial IA 0.41 0.41 4.09 4.09
SFFC StateFed Financial Corporation IA 1.18 1.18 5.80 5.80
AVND Avondale Financial Corp. IL 0.62 0.45 5.81 4.20
CBCI Calumet Bancorp, Inc. IL 1.31 1.31 7.85 7.84
CBSB Charter Financial, Inc. IL 1.11 1.11 7.88 7.87
CBK Citizens First Financial Corp. IL 0.43 0.35 6.49 5.34
CSBF CSB Financial Group, Inc. IL 0.84 0.84 4.03 4.03
DFIN Damen Financial Corp. IL NA NA NA NA
EGLB Eagle BancGroup, Inc. IL (0.05) (0.11) (0.68) (1.59)
FBCI Fidelity Bancorp, Inc. IL 0.74 0.74 5.68 5.67
FNSC Financial Security Corp. IL 0.78 0.93 5.71 6.81
FFBI First Financial Bancorp, Inc. IL 0.70 0.57 6.53 5.33
FMBD First Mutual Bancorp, Inc. IL 0.98 0.94 3.80 3.65
FFDP FirstFed Bancshares IL 0.58 0.31 6.32 3.39
GTPS Great American Bancorp IL 0.68 0.67 2.46 2.43
HNFC Hinsdale Financial Corp. IL 0.63 0.57 8.18 7.37
HMCI HomeCorp, Inc. IL 0.40 0.25 6.66 4.23
KNK Kankakee Bancorp, Inc. IL 0.50 0.49 4.53 4.46
LBCI Liberty Bancorp, Inc. IL 0.55 0.55 5.61 5.61
MAFB MAF Bancorp, Inc. IL 0.70 0.71 9.90 9.97
NBSI North Bancshares, Inc. IL 0.59 0.54 3.19 2.92
SWBI Southwest Bancshares IL 1.15 1.14 8.95 8.89
SPBC St. Paul Bancorp. Inc. IL 0.91 0.88 9.81 9.56
STND Standard Financial, Inc. IL 0.80 0.73 6.06 5.53
SFSB SuburbFed Financial Corp. IL 0.50 0.44 6.91 6.12
WCBI Westco Bancorp IL 1.30 1.31 8.37 8.44
FBCV 1ST Bancorp IN 2.25 (0.13) 35.92 (2.02)
AMFC AMB Financial Corp. IN 0.50 0.50 4.75 4.75
ASBI Ameriana Bancorp IN 0.92 0.91 7.38 7.28
ATSB AmTrust Capital Corp. IN 0.31 0.07 2.75 0.60
CBCO CB Bancorp, Inc. IN 1.38 1.38 14.64 14.64

CAPITAL ISSUES
----------------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
PMFI Perpetual Midwest Financial IA 03/31/94 NASDAQ 2,017,082 34.29
SFFC StateFed Financial Corporation IA 01/05/94 NA5DAQ 823,485 14.00
AVND Avondale Financial Corp. IL 04/07/95 NASDAQ 3,599,868 48.38
CBCI Calumet Bancorp, Inc. IL 02/20/92 NASDAQ 2,422,678 67.83
CBSB Charter Financial, Inc. IL 12/29/95 NASDAQ 4,974,016 59.07
CBK Citizens First Financial Corp. IL 05/01/96 AMSE NA NA
CSBF CSB Financial Group, Inc. IL 10/09/95 NASDAQ 1,035,000 9.44
DFIN Damen Financial Corp. IL 10/02/95 NASDAQ 3,967,500 46.12
EGLB Eagle BancGroup, Inc. IL 07/01/96 NASDAQ NA NA
FBCI Fidelity Bancorp, Inc. IL 12/15/93 NASDAQ 2,930,608 47.99
FNSC Financial Security Corp. IL 12/29/92 NASDAQ 1,523,338 39.61
FFBI First Financial Bancorp, Inc. IL 10/04/93 NASDAQ 471,896 7.31
FMBD First Mutual Bancorp, Inc. IL 07/05/95 NASDAQ 4,126,600 51.07
FFDP FirstFed Bancshares IL 07/01/92 NASDAQ 3,399,116 59.91
GTPS Great American Bancorp IL 06/30/95 NASDAQ 1,849,562 26.36
HNFC Hinsdale Financial Corp. IL 07/07/92 NASDAQ 2,690,155 67.93
HMCI HomeCorp, Inc. IL 06/22/90 NASDAQ 1,128,579 20.31
KNK Kankakee Bancorp, Inc. IL 01/06/93 AMSE 1,439,318 29.33
LBCI Liberty Bancorp, Inc. IL 12/24/91 NASDAQ 2,477,022 61.93
MAFB MAF Bancorp, Inc. IL 01/12/90 NASDAQ 10,340,673 253.35
NBSI North Bancshares, Inc. IL 12/21/93 NASDAQ 1,113,631 16.98
SWBI Southwest Bancshares IL 06/24/92 NASDAQ 1,794,474 48.68
SPBC St. Paul Bancorp. Inc. IL 05/18/87 NASDAQ 17,988,321 413.73
STND Standard Financial, Inc. IL 08/01/94 NASDAQ 16,876 269.71
SFSB SuburbFed Financial Corp. IL 03/04/92 NASDAQ 1,257019 21.68
WCBI Westco Bancorp IL 06/26/92 NASDAQ 2,621,643 56.04
FBCV 1ST Bancorp IN 04/07/87 NASDAQ 666,042 19.81
AMFC AMB Financial Corp. IN 04/01/96 NASDAQ NA NA
ASBI Ameriana Bancorp IN 03/02/87 NASDAQ 3,303,130 44.59
ATSB AmTrust Capital Corp. IN 03/28/95 NASDAQ 566,964 5.81
CBCO CB Bancorp, Inc. IN 12/28/92 NASDAQ 1,175,226 20.86

</TABLE>

113

<PAGE>

Page 4

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 32
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)

AS OF AUGUST 2, 1996

ASSETS AND EQUITY
------------------------------------------
Total Total Total
Assets Equity Tang. Equity
State ($000) ($000) ($000)
----- ----------- ------------ -------------
<S> <C> <C> <C> <C>
CBIN Community Bank Shares IN 224,311 25,482 25,482
FFWC FFW Corp. IN 148,892 16,083 16,083
FFED Fidelity Federal Bancorp IN 280,138 14,221 14,221
FISB First Indiana Corporation IN 1,473,094 136,048 134,184
HFGI Harrington Financial Group IN 321,756 11,616 11,616
HBFW Home Bancorp IN 312,758 51,355 51,355
HBBI Home Building Bancorp IN 42,407 5,992 5,992
HOMF Home Federal Bancorp IN 630,015 51,517 49,619
HWEN Home Financial Bancorp IN 33,462 3,295 3,295
INCB Indiana Community Bank, SB IN 94,476 14,156 14,156
IFSL Indiana Federal Corporation IN 717,720 70,504 65,491
LOGN Logansport Financial Corp. IN 76,493 20,473 20,473
MARN Marion Capital Holdings IN 177,767 41,511 41,511
MFBC MFB Corp. IN 210,559 37,691 37,691
NEIB Northeast Indiana Bancorp IN 154,128 29,125 29,125
PFDC Peoples Bancorp IN 277,958 43,298 43,298
PERM Permanent Bancorp, Inc. IN 395,903 41,494 40,949
SOBl Sobieski Bancorp, Inc. IN 76,362 14,120 14,120
VCHI Workingmens Capital Holdings IN 208,203 26,459 26,459
FFSL First Independence Corp. KS 105,771 13,050 13,050
LARK Landmark Bancshares, Inc. KS 193,403 33,272 33,272
MCBS Mid Continent Bancshares Inc. KS 290,903 36,434 36,384
WBCI WFS Bancorp, Inc. KS 267,829 34,405 34,390
CKFB CKF Bancorp, Inc. KY 58,763 16,036 16,036
CLAS Classic Bancshares Inc. KY 67,786 19,517 19,517
FSBS First Ashland Financial Corp KY 86,860 23,631 23,631
FFKY First Federal Financial Corp. KY 351,010 49,291 45,966
FLKY First Lancaster Bancshares KY 33,812 4,643 4,643
FTSB Fort Thomas Financial Corp. KY 87,960 21,368 21,368
FKKY Frankfort First Bancorp, Inc. KY 138,616 47,836 47,836
GWBC Gateway Bancorp, Inc. KY 71,260 17,714 17,714

PROFITABILITY
--------------------------------------------------
Core Core
ROAA ROAA ROAE ROAE
State (%) (%) (%) (%)
----- ----- ------ ------- ------
<S> <C> <C> <C> <C> <C>
CBIN Community Bank Shares IN 0.91 0.88 7.91 7.71
FFWC FFW Corp. IN 0.90 1.00 8.07 8.96
FFED Fidelity Federal Bancorp IN 1.29 1.22 25.83 24.30
FISB First Indiana Corporation IN 1.19 0.99 13.57 11.33
HFGI Harrington Financial Group IN 0.42 0.38 11.98 11.00
HBFW Home Bancorp IN 0.86 0.86 4.97 4.96
HBBI Home Building Bancorp IN 0.46 0.45 3.16 3.09
HOMF Home Federal Bancorp IN 1.23 1.04 15.14 12.85
HWEN Home Financial Bancorp IN 0.97 0.97 9.55 9.55
INCB Indiana Community Bank, SB IN 0.67 0.67 4.39 4.39
IFSL Indiana Federal Corporation IN 1.02 0.96 10.75 10.07
LOGN Logansport Financial Corp. IN 1.40 1.33 5.41 5.13
MARN Marion Capital Holdings IN 1.41 1.41 5.86 5.86
MFBC MFB Corp. IN 0.73 0.71 3.69 3.59
NEIB Northeast Indiana Bancorp IN 1.19 1.19 5.46 5.46
PFDC Peoples Bancorp IN 1.45 1.44 9.51 9.49
PERM Permanent Bancorp, Inc. IN 0.34 0.34 2.94 2.92
SOBl Sobieski Bancorp, Inc. IN 0.42 0.42 2.24 2.24
VCHI Workingmens Capital Holdings IN 0.86 0.87 7.04 7.09
FFSL First Independence Corp. KS 1.10 0.94 8.51 7.28
LARK Landmark Bancshares, Inc. KS 0.92 0.80 5.34 4.64
MCBS Mid Continent Bancshares Inc. KS 1.40 1.36 10.14 9.85
WBCI WFS Bancorp, Inc. KS 0.67 0.73 5.71 6.18
CKFB CKF Bancorp, Inc. KY 1.24 1.24 4.39 4.39
CLAS Classic Bancshares Inc. KY NA NA NA NA
FSBS First Ashland Financial Corp KY 0.96 0.95 3.61 3.58
FFKY First Federal Financial Corp. KY 1.65 1.43 11.50 9.98
FLKY First Lancaster Bancshares KY 1.50 1.50 11.24 11.24
FTSB Fort Thomas Financial Corp. KY 1.29 1.29 5.55 5.55
FKKY Frankfort First Bancorp, Inc. KY 1.05 1.11 3.80 4.02
GWBC Gateway Bancorp, Inc. KY 1.05 1.05 4.05 4.05

CAPITAL ISSUES
------------------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C>
CBIN Community Bank Shares IN 04/10/95 NASDAQ 1,983,720 27.03
FFWC FFW Corp. IN 04/05/93 NASDAQ 739,176 13.31
FFED Fidelity Federal Bancorp IN 08/31/87 NASDAQ 2,493,229 32.02
FISB First Indiana Corporation IN 08/02/83 NASDAQ 8,294,482 199.07
HFGI Harrington Financial Group IN NA NASDAQ 1,961,626 NA
HBFW Home Bancorp IN 03/30/95 NASDAQ 3,094,489 44.87
HBBI Home Building Bancorp IN 02/08/95 NASDAQ 322,000 5.64
HOMF Home Federal Bancorp IN 01/23/88 NASDAQ 2,226,282 57.88
HWEN Home Financial Bancorp IN 07/02/96 NASDAQ NA NA
INCB Indiana Community Bank, SB IN 12/15/94 NASDAQ 922,039 14.06
IFSL Indiana Federal Corporation IN 02/04/87 NASDAQ 4,737,329 87.64
LOGN Logansport Financial Corp. IN 06/14/95 NASDAQ 1,322,500 16.37
MARN Marion Capital Holdings IN 03/18/93 NASDAQ 1,933,613 40.12
MFBC MFB Corp. IN 03/25/94 NASDAQ 1,973,980 27.14
NEIB Northeast Indiana Bancorp IN 06/28/95 NASDAQ 2,061,670 24.22
PFDC Peoples Bancorp IN 07/07/87 NASDAQ 2,345,512 46.32
PERM Permanent Bancorp, Inc. IN 04/04/94 NASDAQ 2,134,515 30.42
SOBl Sobieski Bancorp, Inc. IN 03/31/95 NASDAQ 836,860 10.67
VCHI Workingmens Capital Holdings IN 06/07/90 NASDAQ 1,808,560 36.85
FFSL First Independence Corp. KS 10/08/93 NASDAQ 583,421 10.36
LARK Landmark Bancshares, Inc. KS 03/28/94 NASDAQ 1,950,522 28.77
MCBS Mid Continent Bancshares Inc. KS 06/27/94 NASDAQ 2,061,250 36.98
WBCI WFS Bancorp, Inc. KS 06/03/94 NASDAQ 1,564,387 36.07
CKFB CKF Bancorp, Inc. KY 01/04/95 NASDAQ 931,911 18.64
CLAS Classic Bancshares Inc. KY 12/29/95 NASDAQ 1,322,500 15.54
FSBS First Ashland Financial Corp KY 04/07/95 NASDAQ 1,463,039 26.33
FFKY First Federal Financial Corp. KY 07/15/87 NASDAQ 4,215,360 76.93
FLKY First Lancaster Bancshares KY 07/01/96 NASDAQ NA NA
FTSB Fort Thomas Financial Corp. KY 06/28/95 NASDAQ 1,573,775 22.82
FKKY Frankfort First Bancorp, Inc. KY 07/10/95 NASDAQ 3,450000 48.73
GWBC Gateway Bancorp, Inc. KY 01/18/95 NASDAQ 1,132,372 15.99

</TABLE>

114

<PAGE>

Page 5

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 32
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)

AS OF AUGUST 2,1996

ASSETS AND EQUITY
-----------------------------------------
Total Total Total
Assets Equity Tang. Equity
State ($000) ($000) ($000)
----- ----------- ----------- -------------
<S> <C> <C> <C> <C>
GTFN Great Financial Corporation KY 2,477,204 281,206 278,685
HFFB Harrodsburg Firstfin Bancorp KY 108,710 31,161 31,161
KYF Kentucky First Bancorp, Inc. KY 83,981 19,841 19,841
ANA Acadiana Bancshares, Inc. LA 225,248 17,697 17,697
CZF CitiSave Financial Corp LA 79,717 14,497 14,484
ISBF ISB Financial Corporation LA 623,720 120,802 120,752
JEBC Jefferson Bancorp, Inc. LA 265,594 36,060 36,060
MERI Meritrust Federal SB LA 228,419 17,338 17,338
TSH Teche Holding Co. LA 346,115 59,404 59,404
AFCB Affiliated Community Bancorp MA 983,904 96,871 96,159
BFD BostonFed Bancorp, Inc. MA 777,997 88,947 88,947
FMLY Family Bancorp MA 925,239 69,952 64,294
ANBK American National Bancorp MD 449,019 49,011 49,011
EQSB Equitable Federal Savings Bank MD 260,134 13,648 13,648
FCIT First Citizens Financial Corp. MD 624,118 39,192 39,192
FFWM First Financial-W. Maryland MD 326,489 40,919 40,919
HRBF Harbor Federal Bancorp, Inc. MD 201,030 27,782 27,782
HFMD Home Federal Corp. MD 216,684 18,673 18,417
MFSL Maryland Federal Bancorp MD 1,128,449 94,654 93,158
WSB Washington Savings Bank, FSB MD 254,968 20,959 20,959
WHGB WHG Bancshares Corp. MD 111,704 23,008 23,008
MCBN Mid Coast Bancorp, Inc. ME 55,048 4,976 4976
BWFC Bank West Financial Corp. Ml 139,217 27,540 57,540
CFSB CFSB Bancorp, Inc. MI 791,610 65,067 65,067
DNFC D & N Financial Corp. Ml 1,364,024 78,954 77,886
MSBF MSB Financial Inc. Ml 56,317 12,747 12,747
MSBK Mutual Savings Bank, FSB MI 680,033 38,616 38,616
OFP Ottawa Financial Corp. MI 745464 81374 65222
SJSB SJS Bancorp Ml 150 752 17587 17,587
SFB Standard Federal Bancorp MI 15,239,983. 962,935 754,005
THR Three Rivers Financial Corp. Ml 85,138 13,044 12,986

PROFITABILITY
--------------------------------------------------
Core Core
ROAA ROAA ROAE ROAE
State (%) (%) (%) (%)
----- ----- ----- ------ -----
<S> <C> <C> <C> <C> <C>
GTFN Great Financial Corporation KY 1.00 0.81 8.18 6.68
HFFB Harrodsburg Firstfin Bancorp KY NA NA NA NA
KYF Kentucky First Bancorp, Inc. KY 1.12 1.12 5.27 5.27
ANA Acadiana Bancshares, Inc. LA (0.43) (0.11) (5.23) (1.34)
CZF CitiSave Financial Corp LA 1.15 1.08 7.47 6.98
ISBF ISB Financial Corporation LA 1.24 1.23 6.22 6.18
JEBC Jefferson Bancorp, Inc. LA 0.94 0.94 7.22 7.21
MERI Meritrust Federal SB LA 1.01 0.98 13.70 13.38
TSH Teche Holding Co. LA 1.17 1.15 6.66 6.55
AFCB Affiliated Community Bancorp MA 0.74 0.88 6.71 7.98
BFD BostonFed Bancorp, Inc. MA 0.49 0.45 4.66 4.28
FMLY Family Bancorp MA 0.90 0.87 11.79 11.33
ANBK American National Bancorp MD 0.34 0.33 3.88 3.80
EQSB Equitable Federal Savings Bank MD 0.84 0.83 16.13 16.03
FCIT First Citizens Financial Corp. MD 0.71 0.57 11.36 9.03
FFWM First Financial-W. Maryland MD 0.43 0.39 3.56 3.27
HRBF Harbor Federal Bancorp, Inc. MD 0.56 0.56 3.19 3.19
HFMD Home Federal Corp. MD 1.19 1.17 14.29 14.01
MFSL Maryland Federal Bancorp MD 0.79 0.56 9.60 6.77
WSB Washington Savings Bank, FSB MD 0.94 0.71 12.56 9.48
WHGB WHG Bancshares Corp. MD NA NA NA NA
MCBN Mid Coast Bancorp, Inc. ME 0.60 0.55 6.65 6.10
BWFC Bank West Financial Corp. Ml 0.69 0.41 3.41 2.03
CFSB CFSB Bancorp, Inc. MI 0.96 0.90 11.70 10.96
DNFC D & N Financial Corp. Ml 1.08 0.99 19.53 17.89
MSBF MSB Financial Inc. Ml 1.92 1.76 7.79 7.13
MSBK Mutual Savings Bank, FSB MI 0.01 (0.08) 0.18 (1.55)
OFP Ottawa Financial Corp. MI 0.99 0.99 4.97 4.99
SJSB SJS Bancorp Ml 0.63 0.61 5.00 4.87
SFB Standard Federal Bancorp MI 0.95 0.82 14.09 12.27
THR Three Rivers Financial Corp. Ml NA NA NA NA

CAPITAL ISSUES
-----------------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C>
GTFN Great Financial Corporation KY 03/31/94 NASDAQ 14,652,595 362.65
HFFB Harrodsburg Firstfin Bancorp KY 10/04/95 NASDAQ 2,182,185 31.10
KYF Kentucky First Bancorp, Inc. KY 08/29/95 AMSE 1,388,625 17.18
ANA Acadiana Bancshares, Inc. LA 07/16/96 AMSE NA NA
CZF CitiSave Financial Corp LA 07/14/95 AMSE 964,707 13.51
ISBF ISB Financial Corporation LA 04/07/95 NASDAQ 7,380,671 114.84
JEBC Jefferson Bancorp, Inc. LA 08/18/94 NASDAQ 2,195,635 48.30
MERI Meritrust Federal SB LA NA NASDAQ 774,176 24.19
TSH Teche Holding Co. LA 04/19/95 AMSE 4,093,900 53.22
AFCB Affiliated Community Bancorp MA 10/19/95 NASDAQ 5,080,666 88.28
BFD BostonFed Bancorp, Inc. MA 10/24/95 AMSE 6,589,617 79.08
FMLY Family Bancorp MA 11/07/86 NASDAQ 4,215,211 104.85
ANBK American National Bancorp MD 10/31/95 NASDAQ 3,980,500 40.30
EQSB Equitable Federal Savings Bank MD 09/10/93 NASDAQ 600,000 13.50
FCIT First Citizens Financial Corp. MD 12/17/86 NASDAQ 2,914,100 48.35
FFWM First Financial-W. Maryland MD 02/11/92 NASDAQ 2,187,584 40.47
HRBF Harbor Federal Bancorp, Inc. MD 08/12/94 NASDAQ 1,754,420 21.93
HFMD Home Federal Corp. MD 02/10/84 NASDAQ 2,519,010 20.78
MFSL Maryland Federal Bancorp MD 06/02/87 NASDAQ 3,160,068 93.22
WSB Washington Savings Bank, FSB MD NA AMSE 4,220,206 21.10
WHGB WHG Bancshares Corp. MD 04/01/96 NASDAQ NA NA
MCBN Mid Coast Bancorp, Inc. ME 11/02/89 NASDAQ 229,588 4.39
BWFC Bank West Financial Corp. Ml 03/30/95 NASDAQ 2,296,040 22.52
CFSB CFSB Bancorp, Inc. MI 06/22/90 NASDAQ 4,466,741 92.68
DNFC D & N Financial Corp. Ml 02/13/85 NASDAQ 7,564,730 105.91
MSBF MSB Financial Inc. Ml 02/06/95 NASDAQ 675,804 12.16
MSBK Mutual Savings Bank, FSB MI 07/17/92 NASDAQ 4,274,154 24.04
OFP Ottawa Financial Corp. MI 08/19/94 NASDAQ 5454838 88.6
SJSB SJS Bancorp Ml 02/16/95 NASDAQ 982,622 18.18
SFB Standard Federal Bancorp MI 01/21/87 NYSE 31,324,268 1205.98
THR Three Rivers Financial Corp. Ml 08/24/95 AMSE 859,625 11.39

</TABLE>

115

<PAGE>

Page 6

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 32
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)

AS OF AUGUST 2, 1996

ASSETS AND EQUITY
------------------------------------------
Total Total Total
Assets Equity Tang. Equity
State ($000) ($000) ($000)
----- ----------- ------------ -------------
<S> <C> <C> <C> <C>
BDJI First Federal Bancorporation MN 100,533 14,458 14,458
FFHH FSF Financial Corp. MN 331,395 47,624 47,624
HMNF HMN Financial, Inc. MN 542,012 90,879 90,879
MIVI Mississippi View Holding Co. MN 69,983 13,197 13,197
QCFB QCF Bancorp, Inc. MN 145,608 31,760 31,760
TCB TCF Financial Corp. MN 7,000,871 523,788 500,956
WEFC Wells Financial Corp. MN 196,184 29,327 29,327
CMRN Cameron Financial Corp MO 172,484 45,775 45,775
CAPS Capital Savings Bancorp, Inc. MO 202,554 21,136 21,136
CNSB CNS Bancorp, Inc. MO 85,390 9,180 9,180
FBSl First Bancshares, Inc. MO 140,471 23,771 23,725
GSBC Great Southern Bancorp, Inc. MO 658,997 66,706 65,583
HFSA Hardin Bancorp, Inc. MO 86,949 14,932 14,932
JSBA Jefferson Savings Bancorp MO 1,114,294 81,088 66,842
JOAC Joachim Bancorp, Inc. MO 36,779 10,751 10,751
LXMO Lexington B&L Financial Corp. MO 49,981 7,195 7,195
MBLF MBLA Financial Corp. MO 195,074 28,365 28,365
MFSB Mutual Bancompany MO 53,311 6,236 6,236
NASB North American Savings Bank MO 664,250 48,808 46,849
NSLB NS&L Bancorp, Inc. MO 59,052 13,868 13,868
PCBC Perry County Financial Corp. MO 78,480 15,733 15,733
RFED Roosevelt Financial Group MO 9,327,772 516,317 NA
SMFC Sho-Me Financial Corp. MO 280,027 30,787 30,787
SMBC Southern Missouri Bancorp, Inc MO 161,992 26,572 26,572
CFTP Community Federal Bancorp MS 201,650 66,523 66,523
FFBS FFBS BanCorp, Inc. MS 123,553 24,170 24,170
MGNL Magna Bancorp, Inc. MS 1,308,657 125,819 119,043
GBCI Glacier Bancorp, Inc. MT 408,467 38,472 38,425
SFBM Security Bancorp MT 360,021 32,128 27666
UBMT United Financial Corp. MT 104,574 24,609 24,609
WSTR WesterFed Financial Corp. MT 563,931 78,607 78,607

PROFITABILITY
-------------------------------------------------
Core Core
ROAA ROAA ROAE ROAE
State (%) (%) (%) (%)
----- ---- ----- ------ -----
<S> <C> <C> <C> <C> <C>
BDJI First Federal Bancorporation MN 0.71 0.71 5.03 5.02
FFHH FSF Financial Corp. MN 0.64 0.64 3.79 3.76
HMNF HMN Financial, Inc. MN 1.10 0.98 6.27 5.59
MIVI Mississippi View Holding Co. MN 1.32 1.17 6.73 5.98
QCFB QCF Bancorp, Inc. MN 1.51 1.51 7.61 7.61
TCB TCF Financial Corp. MN 1.43 1.37 20.06 19.14
WEFC Wells Financial Corp. MN 0.81 0.79 5.96 5.77
CMRN Cameron Financial Corp MO 1.60 1.58 5.72 5.64
CAPS Capital Savings Bancorp, Inc. MO 0.95 0.95 8.96 8.96
CNSB CNS Bancorp, Inc. MO 0.22 0.26 2.14 2.54
FBSl First Bancshares, Inc. MO 0.79 0.78 4.42 4.34
GSBC Great Southern Bancorp, Inc. MO 1.74 1.63 17.18 16.11
HFSA Hardin Bancorp, Inc. MO 0.76 0.75 4.25 4.23
JSBA Jefferson Savings Bancorp MO 0.62 0.57 8.90 8.19
JOAC Joachim Bancorp, Inc. MO 0.63 0.63 2.82 2.82
LXMO Lexington B&L Financial Corp. MO 1.17 1.23 8.36 8.82
MBLF MBLA Financial Corp. MO 0.70 0.70 4.83 4.81
MFSB Mutual Bancompany MO 0.20 0.23 1.84 2.10
NASB North American Savings Bank MO 1.33 1.22 18.15 16.65
NSLB NS&L Bancorp, Inc. MO 0.92 0.81 3.83 3.39
PCBC Perry County Financial Corp. MO 1.00 0.97 4.86 4.76
RFED Roosevelt Financial Group MO 0.64 0.86 12.31 16.46
SMFC Sho-Me Financial Corp. MO 0.85 0.83 6.89 6.66
SMBC Southern Missouri Bancorp, Inc MO 0.87 0.82 4.98 4.67
CFTP Community Federal Bancorp MS 1.29 1.27 6.12 5.99
FFBS FFBS BanCorp, Inc. MS 1.32 1.32 6.50 6.50
MGNL Magna Bancorp, Inc. MS 1.71 1.70 17.51 17.38
GBCI Glacier Bancorp, Inc. MT 1.59 1.59 16.40 16.41
SFBM Security Bancorp MT 0.69 0.52 8.01 6.01
UBMT United Financial Corp. MT 1.50 1.50 6.64 6.63
WSTR WesterFed Financial Corp. MT 0.81 0.74 5.93 5.44

CAPITAL ISSUES
-----------------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C>
BDJI First Federal Bancorporation MN 04/04/95 NASDAQ 819,375 11.68
FFHH FSF Financial Corp. MN 10/07/94 NASDAQ 3,477,694 41.30
HMNF HMN Financial, Inc. MN 06/30/94 NASDAQ 5,180,210 75.76
MIVI Mississippi View Holding Co. MN 03/24/95 NASDAQ 957,593 10.89
QCFB QCF Bancorp, Inc. MN 04/03/95 NASDAQ 1,782,750 25.63
TCB TCF Financial Corp. MN 06/17/86 NYSE 35,924,268 1194.48
WEFC Wells Financial Corp. MN 04/11/95 NASDAQ 2,187,500 22.70
CMRN Cameron Financial Corp MO 04/03/95 NASDAQ 2,850,180 39.19
CAPS Capital Savings Bancorp, Inc. MO 12/29/93 NASDAQ 1,039,079 18.44
CNSB CNS Bancorp, Inc. MO 06/12/96 NASDAQ NA NA
FBSl First Bancshares, Inc. MO 12/22/93 NASDAQ 1,301,576 21.80
GSBC Great Southern Bancorp, Inc. MO 12/14/89 NASDAQ 4,434,331 109.20
HFSA Hardin Bancorp, Inc. MO 09/29/95 NASDAQ 1,012,180 11.51
JSBA Jefferson Savings Bancorp MO 04/08/93 NASDAQ 4,181,563 123.88
JOAC Joachim Bancorp, Inc. MO 12/28/95 NASDAQ 760,437 9.51
LXMO Lexington B&L Financial Corp. MO 06/06/96 NASDAQ NA NA
MBLF MBLA Financial Corp. MO 06/24/93 NASDAQ 1,371,738 28.81
MFSB Mutual Bancompany MO 02/02/95 NASDAQ 333,500 5.59
NASB North American Savings Bank MO 09/27/85 NASDAQ 2,276,148 73.69
NSLB NS&L Bancorp, Inc. MO 06/08/95 NASDAQ 887,814 10.88
PCBC Perry County Financial Corp. MO 02/13/95 NASDAQ 856,452 15.42
RFED Roosevelt Financial Group MO 01/23/87 NASDAQ 42,145,561 811.30
SMFC Sho-Me Financial Corp. MO 07/01/94 NASDAQ 1,732,674 26.86
SMBC Southern Missouri Bancorp, Inc MO 04/13/94 NASDAQ 1,724,013 23.92
CFTP Community Federal Bancorp MS 03/26/96 NASDAQ 4,628,750 62.49
FFBS FFBS BanCorp, Inc. MS 07/01/93 NASDAQ 1,572,883 29.88
MGNL Magna Bancorp, Inc. MS 03/13/91 NASDAQ 6,851,434 255.22
GBCI Glacier Bancorp, Inc. MT 03/30/84 NASDAQ 3,361,133 71.42
SFBM Security Bancorp MT 11/20/86 NASDAQ 1,462,182 29.61
UBMT United Financial Corp. MT 09/23/86 NASDAQ 1,223,312 22.02
WSTR WesterFed Financial Corp. MT 01/10/94 NASDAQ 4,395,204 65.38

</TABLE>

116

<PAGE>

Page 7

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 32
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)

AS OF AUGUST 2, 1996

ASSETS AND EQUITY
------------------------------------------
Total Total Total
Assets Equity Tang. Equity
State ($000) ($000) ($000)
----- ----------- ------------ -------------
<S> <C> <C> <C> <C>
COOP Cooperative Bankshares, Inc. NC 316,654 29,494 26,038
SOPN First Savings Bancorp, Inc. NC 256,294 67,178 67,178
GSFC Green Street Financial Corp. NC 178,965 62,755 62,755
HFNC HFNC Financial Corp. NC 716,277 244,362 244,362
KSAV KS Bancorp, Inc. NC 93,536 13,835 13,821
MBSP Mitchell Bancorp, Inc. NC 27,596 6,078 6,078
PDB Piedmont Bancorp, Inc. NC 124,847 37,164 37,164
SSB Scotland Bancorp, Inc NC 70,412 26,464 26,464
SSM Stone Street Bancorp, Inc. NC 116,101 39,117 39,117
UFRM United Federal Savings Bank NC 252,170 20,859 20,859
CFB Commercial Federal Corporation NE 6,617,488 400,399 359,682
EBCP Eastern Bancorp NH 840,534 64,880 61,257
NHTB New Hampshire Thrift Bncshrs NH 252,481 19,417 19,417
FBER 1st Bergen Bancorp NJ 252,173 43,397 43,397
CJFC Central Jersey Financial NJ 468,272 55,612 51,821
COFD Collective Bancorp, Inc. NJ 5,145,471 364,304 339,997
FSPG First Home Bancorp, Inc. NJ 466,363 30,396 29,572
FSFI First State Financial Services NJ 628,684 43,014 40,765
FMCO FMS Financial Corporation NJ 517,943 34,327 33,491
IBSFF IBS Financial Corp. NJ 748,745 149,085 149,085
LVSB Lakeview Financial NJ 455,155 45,287 34,781
LFBl Little Falls Bancorp, Inc. NJ 282,232 43,813 40,416
OCFC Ocean Financial Corp. NJ 1,036,445 92,351 92,351
PBCI Pamrapo Bancorp, Inc. NJ 365,553 56,543 56,058
PFSB Pennfed Financial Services Inc NJ 1 022,777 91,782 72,708
PULS Pulse Bancorp NJ 505,034 39,338 39,338
SFlN Statewide Financial Corp. NJ 634,464 70,421 70,218
WYNE Wayne Bancorp, Inc. NJ 207,997 17,299 17,299
WWFC Westwood Financial Corporation NJ 84,779 5,978 4,717
FSBC First Savings Bank, FSB NM 115,492 5,471 5,471
GUPB GFSB Bancorp, Inc. NM 70,422 16,216 16,216

PROFITABILITY
--------------------------------------------------
Core Core
ROAA ROAA ROAE ROAE
State (%) (%) (%) (%)
----- ----- ------ ------ -----
<S> <C> <C> <C> <C> <C>
COOP Cooperative Bankshares, Inc. NC 0.29 0.28 3.14 3.06
SOPN First Savings Bancorp, Inc. NC 1.48 1.51 5.68 5.78
GSFC Green Street Financial Corp. NC NA NA NA NA
HFNC HFNC Financial Corp. NC NA NA NA NA
KSAV KS Bancorp, Inc. NC 1.11 1.12 6.88 6.97
MBSP Mitchell Bancorp, Inc. NC 0.92 0.92 4.24 4.24
PDB Piedmont Bancorp, Inc. NC 1.35 1.38 7.23 7.43
SSB Scotland Bancorp, Inc NC NA NA NA NA
SSM Stone Street Bancorp, Inc. NC NA NA NA NA
UFRM United Federal Savings Bank NC 0.87 0.77 11.31 10.05
CFB Commercial Federal Corporation NE 0.84 0.84 15.33 15.24
EBCP Eastern Bancorp NH 0.72 0.53 9.60 7.07
NHTB New Hampshire Thrift Bncshrs NH 0.58 0.61 7.41 7.74
FBER 1st Bergen Bancorp NJ NA NA NA NA
CJFC Central Jersey Financial NJ 1.13 1.07 10.41 9.88
COFD Collective Bancorp, Inc. NJ 1.07 1.06 15.71 15.51
FSPG First Home Bancorp, Inc. NJ 1.01 0.96 15.60 14.84
FSFI First State Financial Services NJ 0.63 0.49 9.27 7.24
FMCO FMS Financial Corporation NJ 0.83 0.83 12.68 12.66
IBSFF IBS Financial Corp. NJ 1.05 1.06 4.99 5.05
LVSB Lakeview Financial NJ 1.15 0.70 10.25 6.23
LFBl Little Falls Bancorp, Inc. NJ NA NA NA NA
OCFC Ocean Financial Corp. NJ 0.80 0.83 9.44 9.70
PBCI Pamrapo Bancorp, Inc. NJ 1.34 1.34 6.52 8.52
PFSB Pennfed Financial Services Inc NJ 0.74 0.80 7.04 7.59
PULS Pulse Bancorp NJ 1.19 1.19 10.28 10.28
SFlN Statewide Financial Corp. NJ NA NA NA NA
WYNE Wayne Bancorp, Inc. NJ 0.46 0.59 5.12 6.51
WWFC Westwood Financial Corporation NJ 0.67 0.67 9.40 9.40
FSBC First Savings Bank, FSB NM 0.31 0.24 6.81 5.26
GUPB GFSB Bancorp, Inc. NM 1.25 1.25 4.87 4.87

CAPITAL ISSUES
-----------------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C>
COOP Cooperative Bankshares, Inc. NC 08/21/91 NASDAQ 1,491,698 25.36
SOPN First Savings Bancorp, Inc. NC 01/06/94 NASDAQ 3,744,000 68.33
GSFC Green Street Financial Corp. NC 04/04/96 NASDAQ 4,298,125 55.88
HFNC HFNC Financial Corp. NC 12/29/95 NASDAQ 17,192,500 255.74
KSAV KS Bancorp, Inc. NC 12/30/93 NASDAQ 663,263 11.94
MBSP Mitchell Bancorp, Inc. NC 07/12/96 NASDAQ NA NA
PDB Piedmont Bancorp, Inc. NC 12/08/95 AMSE 2,645,000 35.05
SSB Scotland Bancorp, Inc NC 04/01/96 AMSE NA NA
SSM Stone Street Bancorp, Inc. NC 04/01/96 AMSE NA NA
UFRM United Federal Savings Bank NC 07/01/80 NASDAQ 3,065,064 24.52
CFB Commercial Federal Corporation NE 12/31/84 NYSE 15,067,179 585.74
EBCP Eastern Bancorp NH 11/17/83 NASDAQ 3,651,534 59.34
NHTB New Hampshire Thrift Bncshrs NH 05/22/86 NASDAQ 1,689,503 16.47
FBER 1st Bergen Bancorp NJ 04/01/96 NASDAQ 3,174,000 28.96
CJFC Central Jersey Financial NJ 09/01/84 NASDAQ 2,668,269 68.04
COFD Collective Bancorp, Inc. NJ 02/07/84 NASDAQ 20,374,141 481.34
FSPG First Home Bancorp, Inc. NJ 04/20/87 NASDAQ 2,030,009 38.06
FSFI First State Financial Services NJ 12/18/87 NASDAQ 4,024,658 49.30
FMCO FMS Financial Corporation NJ 12/14/88 NASDAQ 2,467,593 39.79
IBSFF IBS Financial Corp. NJ 10/13/94 NASDAQ 11,002,393 143.03
LVSB Lakeview Financial NJ 12/22/93 NASDAQ 2,265,704 44.46
LFBl Little Falls Bancorp, Inc. NJ 01/05/96 NASDAQ 3,041,750 31.56
OCFC Ocean Financial Corp. NJ 07/03/96 NASDAQ NA NA
PBCI Pamrapo Bancorp, Inc. NJ 11/14/89 NASDAQ 3280964 63.16
PFSB Pennfed Financial Services Inc NJ 07/15/94 NASDAQ 5,077,225 75.85
PULS Pulse Bancorp NJ 09/18/86 NASDAQ 3,049,378 53.36
SFlN Statewide Financial Corp. NJ 10/02/95 NASDAQ 5,269,752 67.85
WYNE Wayne Bancorp, Inc. NJ 06/27/96 NASDAQ NA NA
WWFC Westwood Financial Corporation NJ 06/07/96 NASDAQ NA NA
FSBC First Savings Bank, FSB NM 08/08/86 NASDAQ 695698 4.44
GUPB GFSB Bancorp, Inc. NM 06/30/95 NASDAQ 948,750 12.81

</TABLE>

117

<PAGE>

Page 8
KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 32
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)

AS OF AUGUST 2, 1996

ASSETS AND EQUITY
------------------------------------------
Total Total Total
Assets Equity Tang. Equity
State ($000) ($000) ($000)
----- ----------- ------------ -------------
<S> <C> <C> <C> <C>
ALBK ALBANK Financial Corporation NY 3,325,592 316,703 279,777
ALBC Albion Banc Corp. NY 56,692 6,072 6,072
ASFC Astoria Financial Corporation NY 7,078,383 561,667 456,987
BFSl BFS Bankorp, Inc. NY 621,324 48,620 48,620
CARV Carver Federal Savings Bank NY 362,369 34,793 33,177
FIBC Financial Bancorp, Inc. NY 262,497 26,224 NA
HAVN Haven Bancorp, Inc. NY 1,550,275 94,068 93,515
LISB Long Island Bancorp, Inc. NY 5,221,019 520,711 521,711
NYB New York Bancorp Inc. NY 2,918,120 158,374 158,374
PEEK Peekskill Financial Corp. NY 193,675 59,409 59,409
PKPS Poughkeepsie Savings Bank, FSB NY 840,491 70,958 70,958
RELY Reliance Bancorp, Inc. NY 1,782,550 153,619 104,190
SFED SFS Bancorp, Inc. NY 164,366 22,287 22,287
TPNZ Tappan Zee Financial, Inc. NY 114,790 22,360 22,360
YFCB Yonkers Financial Corporation NY 212,248 16,598 16,598
ASBP ASB Financial Corp. OH 111,718 25,784 25,784
CAF l Camco Financial Corporation OH 343,711 28,625 28,625
COFl Charter One Financial OH 13,951,846 934,478 NA
CRCL Circle Financial Corp. OH 229,406 24,436 21,196
CTZN Citfed Bancorp, Inc. OH 2,597,886 174,109 150,890
CIBI Community Investors Bancorp OH 85,785 11,869 11,869
EFBI Enterprise Federal Bancorp OH 203,431 31,470 31,405
FFDF FFD Financial Corp. OH 76,159 8,302 8,302
FFYF FFY Financial Corp. OH 573,162 105,162 105,162
FFOH Fidelity Financial of Ohio OH 251,188 51,087 51,087
FDEF First Defiance Financial OH 520,666 126,605 126,605
FFBZ First Federal Bancorp, Inc. OH 177,778 14,022 14,003
FFHS First Franklin Corporation OH 216,508 20,287 20,080
FFSW First Federal Financial Svcs OH 1,044,608 82,838 71,588
GFCO Glenway Financial Corp. OH 273,890 26,485 25,854
HHFC Harvest Home Financial Corp. OH 73,005 12,930 12,930

PROFITABILITY
--------------------------------------------------
Core Core
ROAA ROAA ROAE ROAE
State (%) (%) (%) (%)
----- ----- ------ ------- ------
<S> <C> <C> <C> <C> <C>
ALBK ALBANK Financial Corporation NY 0.97 0.97 9.50 9.49
ALBC Albion Banc Corp. NY 0.30 0.25 2.87 2.46
ASFC Astoria Financial Corporation NY 0.74 0.67 8.56 7.82
BFSl BFS Bankorp, Inc. NY 1.84 1.78 24.09 23.30
CARV Carver Federal Savings Bank NY 0.21 0.20 2.15 2.07
FIBC Financial Bancorp, Inc. NY 0.66 0.64 5.76 5.65
HAVN Haven Bancorp, Inc. NY 0.74 0.71 11.42 11.05
LISB Long Island Bancorp, Inc. NY 0.93 0.85 8.78 7-99
NYB New York Bancorp Inc. NY 1.27 1.20 21.77 20.51
PEEK Peekskill Financial Corp. NY 1.08 1.11 5.14 5.30
PKPS Poughkeepsie Savings Bank, FSB NY 1.70 2.36 21.07 29.34
RELY Reliance Bancorp, Inc. NY 0.83 0.79 7.61 7.23
SFED SFS Bancorp, Inc. NY 0.69 0.70 4.88 4.95
TPNZ Tappan Zee Financial, Inc. NY 0.81 0.75 6.04 5.63
YFCB Yonkers Financial Corporation NY NA NA NA NA
ASBP ASB Financial Corp. OH 1.02 1.02 4.52 4.52
CAF l Camco Financial Corporation OH 1.22 0.94 15.56 11.93
COFl Charter One Financial OH 0.42 1.12 6.39 17.06
CRCL Circle Financial Corp. OH 0.49 0.42 4.32 3.71
CTZN Citfed Bancorp, Inc. OH 0.68 0.56 9.62 7.89
CIBI Community Investors Bancorp OH 1.01 0.96 6.98 6.63
EFBI Enterprise Federal Bancorp OH 1.03 0.68 5.52 3.65
FFDF FFD Financial Corp. OH 0.87 0.82 6.92 6.51
FFYF FFY Financial Corp. OH 1.21 1.25 6.50 6.72
FFOH Fidelity Financial of Ohio OH 0.87 0.87 5.60 5.59
FDEF First Defiance Financial OH 1.21 1.19 5.29 5.21
FFBZ First Federal Bancorp, Inc. OH 1.14 1.12 15.12 14.89
FFHS First Franklin Corporation OH 0.62 0.61 6.56 6.47
FFSW First Federal Financial Svcs OH 1.12 0.95 13.85 11.82
GFCO Glenway Financial Corp. OH 0.56 0.55 5.82 5.75
HHFC Harvest Home Financial Corp. OH 0.80 0.80 4.31 4.31

CAPITAL ISSUES
----------------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ALBK ALBANK Financial Corporation NY 04/01/92 NASDAQ 13,287,933 350.47
ALBC Albion Banc Corp. NY 07/26/93 NASDAQ 260,714 4.30
ASFC Astoria Financial Corporation NY 11/18/93 NASDAQ 21,509,444 583.44
BFSl BFS Bankorp, Inc. NY 05/12/88 NASDAQ 1,635,488 61.74
CARV Carver Federal Savings Bank NY 10/25/94 NASDAQ 2,314,375 18.52
FIBC Financial Bancorp, Inc. NY 08/17/94 NASDAQ 1,796,122 22.45
HAVN Haven Bancorp, Inc. NY 09/23/93 NASDAQ 4,320,060 121.50
LISB Long Island Bancorp, Inc. NY 04/18/94 NASDAQ 24,805,349 758.05
NYB New York Bancorp Inc. NY 01/28/88 NYSE 11,491,858 293.04
PEEK Peekskill Financial Corp. NY 12/29/95 NASDAQ 4,099,750 47.66
PKPS Poughkeepsie Savings Bank, FSB NY 11/19/85 NASDAQ 12,549,325 62.75
RELY Reliance Bancorp, Inc. NY 03/31/94 NASDAQ 9,128,739 142.64
SFED SFS Bancorp, Inc. NY 06/30/95 NASDAQ 1,292,450 16.48
TPNZ Tappan Zee Financial, Inc. NY 10/05/95 NASDAQ 1,620,062 19.44
YFCB Yonkers Financial Corporation NY 04/18/96 NASDAQ NA NA
ASBP ASB Financial Corp. OH 05/11/95 NASDAQ 1,713,960 27.42
CAF l Camco Financial Corporation OH NA NASDAQ 2,070,051 35.73
COFl Charter One Financial OH 01/22/88 NASDAQ 45,009,764 1569.72
CRCL Circle Financial Corp. OH 08/06/91 NASDAQ 708,096 18.59
CTZN Citfed Bancorp, Inc. OH 01/23/92 NASDAQ 5,685,567 201.84
CIBI Community Investors Bancorp OH 02/07/95 NASDAQ 701,246 1034
EFBI Enterprise Federal Bancorp OH 10/17/94 NASDAQ 2,085,215 31.02
FFDF FFD Financial Corp. OH 04/03/96 NASDAQ NA NA
FFYF FFY Financial Corp. OH 06/28/93 NASDAQ 5192895 117.49
FFOH Fidelity Financial of Ohio OH 03/04/96 NASDAQ 4,073589 40.74
FDEF First Defiance Financial OH 10/02/95 NASDAQ 10,432,476 108.24
FFBZ First Federal Bancorp, Inc. OH 07/13/92 NASDAQ 784,658 18.44
FFHS First Franklin Corporation OH 01/26/88 NASDAQ 1,165,318 17.48
FFSW First Federal Financial Svcs OH 03/31/87 NASDAQ 3,583,829 104.83
GFCO Glenway Financial Corp. OH 11/30/90 NASDAQ 1145431 23.45
HHFC Harvest Home Financial Corp. OH 10/10/94 NASDAQ 895,182 10.74

</TABLE>

118

<PAGE>

Page 9
KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 32
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDLNG COMPANIES)

AS OF AUGUST 2, 1996

ASSETS AND EQUITY
------------------------------------------
Total Total Total
Assets Equity Tang. Equity
State ($000) ($000) ($000)
----- ----------- ------------ -------------
<S> <C> <C> <C> <C>
HVFD Haverfield Corporation OH 334,226 28,414 28,352
INBI Industrial Bancorp OH 313,563 60,799 60,799
LONF London Financial Corporation OH 37,552 7,834 7,834
MFFC Milton Federal Financial Corp. OH 178,289 33,756 33,756
OHSL OHSL Financial Corp. OH 209,037 25,494 25,494
PTRS Potters Financial Corp. OH 113,862 11,081 11,081
PVFC PVF Capital Corp. OH 318,100 21,325 21,325
SFSL Security First Corp. OH 469,656 40,901 39,766
SHFC Seven Hills Financial Corp. OH 45,511 9,651 9,651
SSBK Strongsville Savings Bank OH 529,187 42,554 41,701
SBCN Suburban Bancorporation, Inc. OH 197,137 25,639 25,639
THIR Third Financial Corp. OH 155,687 28,257 28,257
WOFC Western Ohio Financial Corp. OH 319,558 58,161 54,774
WFCO Winton Financial Corp. OH 282,833 21,083 20,544
FFWD Wood Bancorp. Inc. OH 139,718 20,395 20,395
KFBI Klamath First Bancorp OR 604,663 167,694 167,694
BRFC Bridgeville Savings Bank PA 55,712 15,883 15,883
CVAL Chester Valley Bancorp Inc. PA 274,575 25,123 25,123
CMSB Commonwealth Bancorp, Inc. PA 1,657,690 137,683 120,977
FSBI Fidelity Bancorp, Inc. PA 317,315 21,544 21,434
FBBC FirstBell Bancorp, Inc. PA 570,649 116,265 116,265
FKFS First Keystone Financial PA 278,204 23,043 23,043
SHEN First Shenango Bancorp, Inc. PA 369,279 46,836 46,836
GAF GA Financial, Inc. PA 562,351 128,420 128,420
HARL Harleysville Savings Bank PA 298,172 19,826 19,826
LARL Laurel Capital Group, Inc. PA 193,008 20,609 20,609
MLFB MLF Bancorp, Inc. PA 1,765,812 140,337 136,838
PVSA Parkvale Financial Corporation PA 919,242 69,765 69489
PBIX Patriot Bank Corp. PA 312,990 54,126 54,126
PWBC PennFirst Bancorp, Inc. PA 680,434 53,430 48,680
PWBK Pennwood Savings Bank PA 42,634 3,862 3,862

PROFITABILITY
--------------------------------------------------
Core Core
ROAA ROAA ROAE ROAE
State (%) (%) (%) (%)
----- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C>
HVFD Haverfield Corporation OH 0.71 0.67 8.57 8.10
INBI Industrial Bancorp OH 1.57 1.57 7.13 7.13
LONF London Financial Corporation OH NA NA NA NA
MFFC Milton Federal Financial Corp. OH 1.04 0.96 4.80 4.41
OHSL OHSL Financial Corp. OH 0.95 0.93 7.55 7.41
PTRS Potters Financial Corp. OH 0.54 0.53 5.67 5.55
PVFC PVF Capital Corp. OH 1.13 1.00 17.86 15.90
SFSL Security First Corp. OH 1.18 1.24 13.51 14.20
SHFC Seven Hills Financial Corp. OH 0.36 0.34 1.69 1.61
SSBK Strongsville Savings Bank OH 0.99 0.88 11.84 10.54
SBCN Suburban Bancorporation, Inc. OH 0.39 0.57 2.95 4.30
THIR Third Financial Corp. OH 1.40 1.25 7.85 7.04
WOFC Western Ohio Financial Corp. OH 1.12 0.66 4.19 2.46
WFCO Winton Financial Corp. OH 0.94 0.80 12.39 10.50
FFWD Wood Bancorp. Inc. OH 1.17 1.13 8.14 7.85
KFBI Klamath First Bancorp OR 1.34 1.34 6.64 6.64
BRFC Bridgeville Savings Bank PA 1.24 1.24 4.17 4.17
CVAL Chester Valley Bancorp Inc. PA 0.91 0.88 10.03 9.63
CMSB Commonwealth Bancorp, Inc. PA 0.78 0.70 8.41 7.52
FSBI Fidelity Bancorp, Inc. PA 0.65 0.65 8.66 8.53
FBBC FirstBell Bancorp, Inc. PA 1.62 1.61 7.34 7.30
FKFS First Keystone Financial PA 0.48 0.52 5.49 5.96
SHEN First Shenango Bancorp, Inc. PA 1.03 0.98 7.45 7.10
GAF GA Financial, Inc. PA 0.78 0.96 5.90 7.26
HARL Harleysville Savings Bank PA 0.81 0.85 11.83 12.43
LARL Laurel Capital Group, Inc. PA 1.35 1.31 13.23 12.79
MLFB MLF Bancorp, Inc. PA 0.71 0.64 7.88 7.04
PVSA Parkvale Financial Corporation PA 1.06 0.99 15.13 14.14
PBIX Patriot Bank Corp. PA NA NA NA NA
PWBC PennFirst Bancorp, Inc. PA 0.61 0.58 7.46 7.08
PWBK Pennwood Savings Bank PA 0.28 0.12 2.99 1.30

CAPITAL ISSUES
-----------------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C>
HVFD Haverfield Corporation OH 03/19/85 NASDAQ 1,906,591 36.23
INBI Industrial Bancorp OH 08/01/95 NASDAQ 5,554,500 62.49
LONF London Financial Corporation OH 04/01/96 NASDAQ NA NA
MFFC Milton Federal Financial Corp. OH 10/07/94 NASDAQ 2,263,797 27.73
OHSL OHSL Financial Corp. OH 02/10/93 NASDAQ 1,217,386 24.35
PTRS Potters Financial Corp. OH 12/31/93 NASDAQ 532,809 9.32
PVFC PVF Capital Corp. OH 12/30/92 NASDAQ 1,548,957 30.20
SFSL Security First Corp. OH 01/22/88 NASDAQ 3,531,508 43.16
SHFC Seven Hills Financial Corp. OH 12/31/93 NASDAQ 536,472 7.78
SSBK Strongsville Savings Bank OH NA NASDAQ 2,530,800 51.88
SBCN Suburban Bancorporation, Inc. OH 09/30/93 NASDAQ 1,480,732 23.88
THIR Third Financial Corp. OH 03/25/93 NASDAQ 1,135,954 33.23
WOFC Western Ohio Financial Corp. OH 07/29/94 NASDAQ 2,309,342 52.54
WFCO Winton Financial Corp. OH 08/04/88 NASDAQ 1,986,152 28.30
FFWD Wood Bancorp. Inc. OH 08/31/93 NASDAQ 1,551,255 19.13
KFBI Klamath First Bancorp OR 10/05/95 NASDAQ 11,254,475 150.53
BRFC Bridgeville Savings Bank PA 10/07/94 NASDAQ 1,124,125 15.18
CVAL Chester Valley Bancorp Inc. PA 03/27/87 NASDAQ 1,579,803 28.83
CMSB Commonwealth Bancorp, Inc. PA 06/17/96 NASDAQ NA NA
FSBI Fidelity Bancorp, Inc. PA 06/24/88 NASDAQ 1,369,511 22.60
FBBC FirstBell Bancorp, Inc. PA 06/29/95 NASDAQ 8,166450 112.29
FKFS First Keystone Financial PA 01/26/95 NASDAQ 1,292,500 24.56
SHEN First Shenango Bancorp, Inc. PA 04/06/93 NASDAQ 2,281,250 46.20
GAF GA Financial, Inc. PA 03/26/96 AMSE 8,900,000 97.90
HARL Harleysville Savings Bank PA 08/04/87 NASDAQ 1,289442 22.89
LARL Laurel Capital Group, Inc. PA 02/20/87 NASDAQ 1,508,464 23.76
MLFB MLF Bancorp, Inc. PA 08/11/94 NASDAQ 6,246,900 149.14
PVSA Parkvale Financial Corporation PA 07/16/87 NASDAQ 3,235,643 81.70
PBIX Patriot Bank Corp. PA 12/04/95 NASDAQ 3,497,748 44.60
PWBC PennFirst Bancorp, Inc. PA 06/13/90 NASDAQ 3,996,494 47.96
PWBK Pennwood Savings Bank PA 07/15/96 NASDAQ NA NA

</TABLE>

119

<PAGE>

Page 10

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 32
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)

AS OF AUGUST 2, 1996

ASSETS AND EQUITY
------------------------------------------
Total Total Total
Assets Equity Tang. Equity
State ($000) ($000) ($000)
----- ----------- ------------ -------------
<S> <C> <C> <C> <C>
PHFC Pittsburgh Home Financial Corp PA 184,002 30,406 30,406
PRBC Prestige Bancorp, Inc. PA 91,841 7,178 7,178
PSAB Prime Bancorp, Inc. PA 644,560 58,048 54,425
PFNC Progress Financial Corporation PA 347,858 19,508 19,374
SVRN Sovereign Bancorp, Inc. PA 9,183,447 461,466 344,022
THRD TF Financial Corporation PA 519,196 74,298 74,298
THBC Troy Hill Bancorp, Inc. PA 80,484 17,865 17,865
WVFC WVS Financial Corporation PA 240,282 36,331 36,331
YFED York Financial Corp. PA 1,048,673 92,078 92,078
AMFB American Federal Bank SC 1,339,147 109,941 101,420
CFCP Coastal Financial Corp. SC 441,216 26,847 26,847
FFCH First Financial Holdings Inc. SC 1,449,162 95,758 95,758
FSFC First Southeast Financial Corp SC 326,573 33,669 33,669
PALM PalFed, Inc. SC 623,553 52,706 50,118
SCCB S. Carolina Community Bancshrs SC 44,088 12,553 12,553
HFFC HF Financial Corp. SD 574,027 51,514 51,355
LFCT Leader Financial Corp. TN 3,211,064 266,390 266,390
TWIN Twin City Bancorp TN 102,423 14,095 14,095
CBSA Coastal Bancorp, Inc. TX 2,796,568 95,091 78,680
ETFS East Texas Financial Services TX 114,961 22,570 22,570
FBHC Fort Bend Holding Corp. TX 254,739 18,008 18,008
LOAN Horizon Bancorp TX 130,930 11,195 10,830
JXVL Jacksonville Bancorp, Inc. TX 213,062 35,582 35,582
BFSB Bedford Bancshares, Inc. VA 117,596 18,938 18,938
CNIT CENIT Bancorp, Inc. VA 655,771 47,716 46,010
CFFC Community Financial Corp. VA 159,793 21,900 21,900
ESX Essex Bancorp, Inc. VA 315,568 23,114 14,739
FFFC FFVA Financial Corp. VA 517,754 84,487 82,789
FFRV Fidelity Financial Bankshares VA 321,558 27,360 27,337
GSLC Guaranty Financial Corp. VA 102,967 6,373 6,373
LIFB Life Bancorp, Inc. VA 1,240,520 148,718 143,199

PROFITABILITY
--------------------------------------------------
Core Core
ROAA ROAA ROAE ROAE
State (%) (%) (%) (%)
----- ----- ------ ------- ------
<S> <C> <C> <C> <C> <C>
PHFC Pittsburgh Home Financial Corp PA NA NA NA NA
PRBC Prestige Bancorp, Inc. PA 0.18 0.20 2.26 2.51
PSAB Prime Bancorp, Inc. PA 1.02 0.95 10.90 10.19
PFNC Progress Financial Corporation PA 0.91 0.71 18.78 14.73
SVRN Sovereign Bancorp, Inc. PA 0.79 0.76 14.64 14.24
THRD TF Financial Corporation PA 0.92 0.87 5.60 5.29
THBC Troy Hill Bancorp, Inc. PA 1.38 1.26 6.09 5.57
WVFC WVS Financial Corporation PA 1.23 1.29 8.09 8.45
YFED York Financial Corp. PA 0.97 0.83 11.42 9.78
AMFB American Federal Bank SC 1.29 1.41 15.99 17.42
CFCP Coastal Financial Corp. SC 1.00 0.90 16.47 14.86
FFCH First Financial Holdings Inc. SC 0.75 0.76 11.29 11.45
FSFC First Southeast Financial Corp SC 0.31 0.82 1.61 4.26
PALM PalFed, Inc. SC 0.66 0.56 8.53 7.19
SCCB S. Carolina Community Bancshrs SC 1.35 1.35 4.50 4.50
HFFC HF Financial Corp. SD 0.78 0.61 8.68 6.79
LFCT Leader Financial Corp. TN 1.48 1.45 18.45 18.01
TWIN Twin City Bancorp TN 1.08 0.93 7.84 6.79
CBSA Coastal Bancorp, Inc. TX 0.40 0.38 11.69 11.27
ETFS East Texas Financial Services TX 0.89 0.83 4.58 4.27
FBHC Fort Bend Holding Corp. TX 0.70 0.62 9.62 8.50
LOAN Horizon Bancorp TX 1.47 1.18 16.04 12.84
JXVL Jacksonville Bancorp, Inc. TX 0.79 0.79 7.47 7.47
BFSB Bedford Bancshares, Inc. VA 1.26 1.25 7.56 7.54
CNIT CENIT Bancorp, Inc. VA 0.48 0.54 6.76 7.51
CFFC Community Financial Corp. VA 1.30 1.30 9.71 9.70
ESX Essex Bancorp, Inc. VA 0.32 (0.77) 6.11 (14.69)
FFFC FFVA Financial Corp. VA 1.25 1.21 7.22 7.04
FFRV Fidelity Financial Bankshares VA 0.99 0.97 12.15 11.93
GSLC Guaranty Financial Corp. VA 0.68 0.42 10.91 6.77
LIFB Life Bancorp, Inc. VA 0.87 0.91 6.27 6.57

CAPITAL ISSUES
------------------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
PHFC Pittsburgh Home Financial Corp PA 04/01/96 NASDAQ 2,182,125 21.95
PRBC Prestige Bancorp, Inc. PA 06/27/96 NASDAQ NA NA
PSAB Prime Bancorp, Inc. PA 11/21/88 NASDAQ 3,725,056 69.14
PF NC Progress Financial Corporation PA 07/18/83 NASDAQ 3,730,000 24.25
SVRN Sovereign Bancorp, Inc. PA 08/12/86 NASDAQ 49,573,278 495.73
THRD TF Financial Corporation PA 07/13/94 NASDAQ 4,523,374 65.02
THBC Troy Hill Bancorp, Inc. PA 06/27/94 NASDAQ 1,067,917 14.42
WVFC WVS Financial Corporation PA 11/29/93 NASDAQ 1,736,400 36.90
YFED York Financial Corp. PA 02/01/84 NASDAQ 6,049,983 108.90
AMFB American Federal Bank SC 01/19/89 NASDAQ 10,921,085 163.82
CFCP Coastal Financial Corp. SC 09/26/90 NASDAQ 3,427,140 55.52
FFCH First Financial Holdings Inc. SC 11/10/83 NASDAQ 6,365,941 132.09
FSFC First Southeast Financial Corp SC 10/08/93 NASDAQ 4,388,231 43.88
PALM PalFed, Inc. SC 12/15/85 NASDAQ 5,221,962 67.42
SCCB S. Carolina Community Bancshrs SC 07/07/94 NASDAQ 747,188 12.70
HFFC HF Financial Corp. SD 04/08/92 NASDAQ 3,054,572 43.53
LFCT Leader Financial Corp. TN 09/30/93 NASDAQ 9,947,794 445.16
TWIN Twin City Bancorp TN 01/04/95 NASDAQ 898,404 15.27
CBSA Coastal Bancorp, Inc. TX NA NASDAQ 4,962,344 89.32
ETFS East Texas Financial Services TX 01/10/95 NASDAQ 1,193,568 17.68
FBHC Fort Bend Holding Corp. TX 06/30/93 NASDAQ 819,198 14.54
LOAN Horizon Bancorp TX NA NASDAQ 1,386,757 15.60
JXVL Jacksonville Bancorp, Inc. TX 04/01/96 NASDAQ NA NA
BFSB Bedford Bancshares, Inc. VA 08/22/94 NASDAQ 1,194,875 20.61
CNIT CENIT Bancorp, Inc. VA 08/06/92 NASDAQ 1,612,952 54.84
CFFC Community Financial Corp. VA 03/30/88 NASDAQ 1,269,698 26.66
ESX Essex Bancorp, Inc. VA NA AMSE 1,050,547 2.76
FFFC FFVA Financial Corp. VA 10/12/94 NASDAQ 5,425,664 79.51
FFRV Fidelity Financial Bankshares VA 05/01/86 NASDAQ 2,279,047 30.20
GSLC Guaranty Financial Corp. VA NA NASDAQ 919,168 7.12
LIFB Life Bancorp, Inc. VA 10/11/94 NASDAQ 10,097,094 142.62

</TABLE>

120

<PAGE>

Page 11

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 32
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)

AS OF AUGUST 2, 1996

ASSETS AND EQUITY
------------------------------------------
Total Total Total
Assets Equity Tang. Equity
State ($000) ($000) ($000)
----- ----------- ------------ -------------
<S> <C> <C> <C> <C>
VABF Virginia Beach Fed. Financial VA 624,964 41,100 41,100
VFFC Virginia First Financial VA 713,931 55,114 53,131
CASB Cascade Financial Corp. WA 326,266 20,269 20,269
FWWB First SB of Washington Bancorp WA 743,176 154,142 154,142
IWBK InterWest Bancorp, Inc. WA 1,413,926 96,338 93,662
MSEA Metropolitan Bancorp WA 761,014 51,166 46,402
STSA Sterling Financial Corp. WA 1,479,643 85,745 74,141
WFSL Washington Federal, Inc. WA 5,040,588 597,495 569,151
AADV Advantage Bancorp, Inc. WI 979,891 95,793 82,999
ABCW Anchor BanCorp Wisconsin WI 1,754,556 118,402 115,297
FCBF FCB Financial Corp. WI 255,660 47,192 47,192
FF EC First Fed Bncshrs Eau Claire WI 672,300 96,278 92,366
FTFC First Federal Capital Corp. WI 1,382,069 94,672 89,135
FFHC First Financial Corp. WI 5,579,294 407,905 388,953
FNGB First Northern Capital Corp. WI 580,128 70,754 70,754
HALL Hallmark Capital Corp. WI 339,283 26,524 26,524
MWFD Midwest Federal Financial WI 178,249 16,664 15,901
NWEQ Northwest Equity Corp. WI 86,355 11,864 11,864
OSBF OSB Financial Corp. WI 250,003 31,400 31,400
RELI Reliance Bancshares, Inc. WI 32,260 9,616 NA
SECP Security Capital Corporation WI 3,437,317 559,048 559,048
STFR St. Francis Capital Corp. WI 1,329,903 130,656 124,711
FOBC FedOne Bancorp WV 343,028 41,188 39,077
CRZY Crazy Woman Creek Bancorp WY 50,324 15,453 15,453
TRIC Tri-County Bancorp, Inc. WY 73,436 13,094 13,094

PROFITABILITY
-------------------------------------------------
Core Core
ROAA ROAA ROAE ROAE
State (%) (%) (%) (%)
----- ---- ----- ------ -----
<S> <C> <C> <C> <C> <C>
VABF Virginia Beach Fed. Financial VA 0.23 0.01 3.99 0.20
VFFC Virginia First Financial VA 1.21 0.98 16.02 13.01
CASB Cascade Financial Corp. WA 0.56 0.27 8.90 4.22
FWWB First SB of Washington Bancorp WA 1.11 1.06 6.62 6.35
IWBK InterWest Bancorp, Inc. WA 1.11 1.06 15.69 14.93
MSEA Metropolitan Bancorp WA 0.78 0.83 11.41 12.23
STSA Sterling Financial Corp. WA 0.45 0.43 7.73 7.39
WFSL Washington Federal, Inc. WA 1.78 1.71 14.47 13.84
AADV Advantage Bancorp, Inc. WI 0.90 0.81 9.43 8.49
ABCW Anchor BanCorp Wisconsin WI 0.88 0.85 12.13 11.69
FCBF FCB Financial Corp. WI 1.03 1.01 5.37 5.26
FF EC First Fed Bncshrs Eau Claire WI 0.97 0.92 5.85 5.57
FTFC First Federal Capital Corp. WI 0.92 0.68 13.46 9.91
FFHC First Financial Corp. WI 1.31 1.26 18.55 17.93
FNGB First Northern Capital Corp. WI 0.78 0.75 6.12 5.85
HALL Hallmark Capital Corp. WI 0.57 0.52 6.40 5.74
MWFD Midwest Federal Financial WI 1.20 0.96 12.27 9.86
NWEQ Northwest Equity Corp. WI 1.06 1.01 6.95 6.62
OSBF OSB Financial Corp. WI 0.21 0.36 1.63 2.85
RELI Reliance Bancshares, Inc. WI 1.23 1.25 4.32 4.39
SECP Security Capital Corporation WI 0.99 1.04 5.85 6.13
STFR St. Francis Capital Corp. WI 1.18 0.87 10.78 7.95
FOBC FedOne Bancorp WV 1.00 1.00 7.93 7.92
CRZY Crazy Woman Creek Bancorp WY NA NA NA NA
TRIC Tri-County Bancorp, Inc. WY 0.94 0.91 4.69 4.53

CAPITAL ISSUES
-----------------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C>
VABF Virginia Beach Fed. Financial VA 11/01/80 NASDAQ 4,961,840 39.69
VFFC Virginia First Financial VA 01/01/78 NASDAQ 5,615,450 67.39
CASB Cascade Financial Corp. WA 09/16/92 NASDAQ 2,040,485 27.75
FWWB First SB of Washington Bancorp WA 11/91/95 NASDAQ 10,077,498 136.05
IWBK InterWest Bancorp, Inc. WA NA NASDAQ 6,450,308 154.00
MSEA Metropolitan Bancorp WA 01/09/90 NASDAQ 3,710,205 50.09
STSA Sterling Financial Corp. WA NA NASDAQ 5,426,398 80.04
WFSL Washington Federal, Inc. WA 11/17/82 NASDAQ 42,246,383 866.05
AADV Advantage Bancorp, Inc. WI 03/23/92 NASDAQ 3,449,426 112.11
ABCW Anchor BanCorp Wisconsin WI 07/16/92 NASDAQ 4,934,350 166.53
FCBF FCB Financial Corp. WI 09/24/93 NASDAQ 2,512,614 45.23
FF EC First Fed Bncshrs Eau Claire WI 10/12/94 NASDAQ 6,855,379 95.98
FTFC First Federal Capital Corp. WI 11/02/89 NASDAQ 6,297,735 125.95
FFHC First Financial Corp. WI 12/24/80 NASDAQ 29,905,406 672.87
FNGB First Northern Capital Corp. WI 12/29/83 NASDAQ 4,394,725 67.02
HALL Hallmark Capital Corp. WI 01/03/94 NASDAQ 1,442,950 22.00
MWFD Midwest Federal Financial WI 07/08/92 NASDAQ 1,632,880 18.78
NWEQ Northwest Equity Corp. WI 10/11/94 NASDAQ 980,892 10.18
OSBF OSB Financial Corp. WI 07/01/92 NASDAQ 1,110,984 26.11
RELI Reliance Bancshares, Inc. WI 04/19/96 NASDAQ NA NA
SECP Security Capital Corporation WI 01/03/94 NASDAQ 9,314 365 554.20
STFR St. Francis Capital Corp. WI 06/21/93 NASDAQ 5,586,837 139.67
FOBC FedOne Bancorp WV 01/19/95 NASDAQ 2,558,191 38.37
CRZY Crazy Woman Creek Bancorp WY 03/29/96 NASDAQ 1,058,000 10.71
TRIC Tri-County Bancorp, Inc. WY 09/30/93 NASDAQ 630,788 11.67

</TABLE>

121

<PAGE>

Page 12

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 32
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)

AS OF AUGUST 2, 1996

ASSETS AND EQUITY
-------------------------------------------
Total Total Total
Assets Equity Tang. Equity
State ($000) ($000) ($000)
----- ------------ ---------- ------------
<S> <C> <C> <C> <C>
ALL THRIFTS
AVERAGE 1,296,856 102,068 90,919
MEDIAN 312,874 36,158 35,582
HIGH 49,506,630 2,834,725 2,637,334
LOW 27,596 3,295 3,295

AVERAGE FOR STATE
OH 786,279 68,188 37,825

AVERAGE BY REGION
MIDWEST 867,462 78,819 68,102
NEW ENGLAND 768,552 75,957 45,418
MID ATLANTIC 478,640 56,685 55,027
SOUTHEAST 855,084 66,602 56,499
SOUTHWEST 682,548 78,916 77,443
WEST 5,455,270 339,858 319,901

AVERAGE BY EXCHANGE
NYSE 16,113,500 998,760 1,005,177
AMEX 232,537 34,692 34,741
OTC/NASDAQ 726,269 67,712 60,376

PROFITABILITY
-------------------------------------
Core Core
ROAA ROAA ROAE ROAE
State (%) (%) (%) (%)
----- ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
ALL THRIFTS
AVERAGE 0.86 0.80 8.13 7.24
MEDIAN 0.90 0.82 7.38 6.79
HIGH 2.25 2.36 35.92 29.34
LOW (1.74) (1.75) (30.56) (30.67)

AVERAGE FOR STATE
OH 0.93 0.88 7.90 7.66

AVERAGE BY REGION
MIDWEST 0.92 0.86 8.13 7.38
NEW ENGLAND 0.82 0.66 6.53 4.53
MID ATLANTIC 0.93 0.90 8.15 7.82
SOUTHEAST 0.89 0.81 9.43 8.30
SOUTHWEST 0.46 0.38 4.76 3.84
WEST 0.58 0.49 6.56 5.02

AVERAGE BY EXCHANGE
NYSE 0.83 0.68 12.86 10.88
AMEX 0.76 0.68 6.00 4.48
OTC/NASDAQ 0.87 0.81 8.02 7.22

CAPITAL ISSUES
------------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C>
ALL THRIFTS
AVERAGE 5,941,757 127.42
MEDIAN 2,477,022 39.16

HIGH 137,392,481 3,280.25
LOW 229,588 2.76

AVERAGE FOR STATE
OH 3,908,053 96.08

AVERAGE BY REGION
MIDWEST 4,727,774 103.68
NEW ENGLAND 5,551,728 103.64
MID ATLANTIC 3,902,786 63.42
SOUTHEAST 4,790,674 78.14
SOUTHWEST 6,642,346 102.83
WEST 16,120,249 423.72

AVERAGE BY EXCHANGE
NYSE 43,421,533 1,236.10
AMEX 2,666,766 30.94
OTC/NASDAQ 4,382,084 81.10

</TABLE>

122

<PAGE>

EXHIBIT 33
KELLER & COMPANY
Columbus, Ohio
614-766-1426

RECENTLY CONVERTED, SAIF-INSURED THRIFT INSTITUTIONS
PRICES AND PRICING RATIOS

PRO FORMA RATIOS CURRENT RATIOS
----------------------------------- ----------------------------------
Price/ Price/ Price/ Price/
Price/ Book Tang. Bk. Price/ Price/ Book Tang. Bk. Price/
IPO Earnings Value Value Assets Earnings Value Value Assets
Date (X) (%) (%) (%) (X) (%) (%) (%)
---- -------- ----- -------- ------ -------- ----- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFBA First Colorado Bancorp, Inc. CO 01/02/96 NA NA NA NA 13.34 114.01 115.34 18.61
LFBI Little Falls Bancorp, Inc. NJ 01/05/96 31.90 71.40 71.43 13.40 17.08 71.18 77.18 11.05
BYFC Broadway Financial Corp. CA 01/09/96 13.30 68.50 68.48 8.00 NA 67.89 67.89 7.75
FFOH Fidelity Financial of Ohio OH 03/04/96 NA NA NA NA 15.23 77.75 77.75 15.81
FFFD North Central Bancshares, Inc. IA 03/21/96 NA NA NA NA 10.58 79.14 79.14 22.71
GAF GA Financial, Inc. PA 03/26/96 13.80 70.50 70.52 15.70 11.42 82.29 82.29 18.79
CFTP Community Federal Bancorp MS 03/26/96 14.00 71.40 71.35 22.20 16.09 89.60 89.60 29.56
PFFB PFF Bancorp, Inc. CA 03/29/96 26.60 69.00 68.99 9.50 21.88 77.70 78.61 10.51
CRZY Crazy Woman Creek Bancorp WY 03/29/96 16.40 69.70 69.72 22.00 18.41 70.57 70.57 21.67
SSM Stone Street Bancorp, Inc. NC 04/01/96 19.70 74.90 74.92 24.40 NA NA NA NA
JXVL Jacksonville Bancorp, Inc. TX 04/01/96 NA NA NA NA NA NA NA NA
WHG WHG Bancshares Corp. MD 04/01/96 15.50 71.10 71.08 16.00 NA NA NA NA
PHFC Pittsburgh Home Financial Corp. PA 04/01/96 17.50 72.80 72.83 12.20 NA 73.58 73.58 12.16
LONF London Financial Corporation OH 04/01/96 22.40 68.50 68.46 13.40 NA NA NA NA
SSB Scotland Bancorp, Inc. NC 04/01/96 16.20 74.80 74.83 24.20 NA NA NA NA
AMFC AMB Financial Corp. IN 04/01/96 18.20 70.80 70.83 14.00 NA NA NA NA
FBER 1st Bergen Bancorp NJ 04/01/96 21.70 74.80 74.81 12.50 NA 69.93 69.93 12.03
FFDF FFD Financial Corp. OH 04/03/96 17.40 69.90 69.87 19.80 NA NA NA NA
GSFC Green Street Financial Corp. NC 04/04/96 14.80 71.00 71.03 22.20 NA 88.18 88.18 30.92
YFCB Yonkers Financial Corporation NY 04/18/96 16.10 74.90 74.93 14.60 NA NA NA NA
RELI Reliance Bancshares, Inc. WI 04/19/96 22.50 72.50 72.47 38.90 NA NA NA NA
CBK Citizens First Financial Corp. IL 05/01/96 15.30 73.10 73.10 11.00 NA NA NA NA
FFBH First Federal Bancshares of AR AR 05/03/96 9.80 63.40 63.39 10.20 NA NA NA NA
LXMO Lexington B&L Financial Corp. MO 06/06/96 14.40 69.10 69.10 20.20 NA NA NA NA
WWF Westwood Financial Corporation NJ 06/07/96 NA NA NA NA NA NA NA NA
CNSB CNS Bancorp. Inc. MO 06/12/96 26.10 69.30 69.35 16.20 NA NA NA NA
CMS Commonwealth Bancorp, Inc. PA 06/17/96 NA NA NA NA NA NA NA NA
WYN Wayne Bancorp. Inc. NJ 06/27/96 16.70 60.90 60.94 9.70 NA NA NA NA
PRBC Prestige Bancorp, Inc. PA 06/27/96 24.60 61.90 61.90 9.50 NA NA NA NA
PROV Provident Financial Holdings CA 06/28/96 18.20 60.90 60.87 8.20 NA NA NA NA
FLKY First Lancaster Bancshares KY 07/01/96 19.00 72.50 72.51 21.30 NA NA NA NA
EGLB Eagle BancGroup, Inc. IL 07/01/96 58.10 57.10 57.11 7.90 NA NA NA NA
HWE Home Financial Bancorp IN 07/02/96 12.40 66.20 66.23 13.10 NA NA NA NA
OCFC Ocean Financial Corp. NJ 07/03/96 13.80 69.20 69.21 13.90 NA NA NA NA
MBSP Mitchell Bancorp, Inc. NC 07/12/96 94.50 68.10 68.13 25.80 NA NA NA NA
PWB Pennwood Savings Bank PA 07/15/96 13.30 65.80 65.76 12.80 NA NA NA NA
ANA Acadiana Bancshares, Inc. LA 07/16/96 NA 69.90 69.92 12.70 NA NA NA NA

PRICES AND TREND FROM IPO DATE
------------------------------------------------------------
1 Day 1 Week 1 Mo.
IPO After After After
IPO Price IPO % IPO % IPO %
Date ($) ($) Change ($) Change ($) Change
---- ----- ----- ------ ----- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFBA First Colorado Bancorp, Inc. CO 01/02/96 NA 11.44 NA 11.63 NA 12.00 NA
LFBI Little Falls Bancorp, Inc. NJ 01/05/96 10.00 11.31 13.13 11.38 13.75 11.00 10.00
BYFC Broadway Financial Corp. CA 01/09/96 10.00 10.38 3.75 10.25 2.50 10.25 2.50
FFOH Fidelity Financial of Ohio OH 03/04/96 NA 10.50 NA 10.00 NA 10.13 NA
FFFD North Central Bancshares, Inc. IA 03/21/96 NA 10.88 NA 10.69 NA 10.44 NA
GAF GA Financial, Inc. PA 03/26/96 10.00 11.38 13.75 11.50 15.00 11.00 10.00
CFTP Community Federal Bancorp MS 03/26/96 10.00 12.63 26.25 12.88 28.75 12.63 26.25
PFFB PFF Bancorp, Inc. CA 03/29/96 10.00 11.38 13.75 11.63 16.25 11.63 16.25
CRZY Crazy Woman Creek Bancorp WY 03/29/96 10.00 NA NA 10.75 7.50 10.50 5.00
SSM Stone Street Bancorp, Inc. NC 04/01/96 15.00 17.50 16.67 18.00 20.00 17.75 18.33
JXVL Jacksonville Bancorp, Inc. TX 04/01/96 NA 11.11 NA 9.63 NA 9.88 NA
WHG WHG Bancshares Corp. MD 04/01/96 10.00 11.13 11.25 11.06 10.60 11.25 12.50
PHFC Pittsburgh Home Financial Corp. PA 04/01/96 10.00 11.00 10.00 11.00 10.00 10.63 6.25
LONF London Financial Corporation OH 04/01/96 10.00 10.81 8.12 10.63 6.25 10.13 1.25
SSB Scotland Bancorp, Inc. NC 04/01/96 10.00 12.25 22.50 12.50 25.00 11.75 17.50
AMFC AMB Financial Corp. IN 04/01/96 10.00 10.50 5.00 10.50 5.00 10.50 5.00
FBER 1st Bergen Bancorp NJ 04/01/96 10.00 10.00 0.00 9.50 (5.00) 9.63 (3.75)
FFDF FFD Financial Corp. OH 04/03/96 10.00 10.50 5.00 10.50 5.00 10.31 3.10
GSFC Green Street Financial Corp. NC 04/04/96 10.00 12.88 28.75 12.25 22.50 12.31 23.10
YFCB Yonkers Financial Corporation NY 04/18/96 10.00 9.75 (2.50) 10.13 1.25 9.94 (0.60)
RELI Reliance Bancshares, Inc. WI 04/19/96 8.00 8.38 4.69 8.25 3.13 7.94 (0.75)
CBK Citizens First Financial Corp. IL 05/01/96 10.00 10.50 5.00 10.00 0.00 10.13 1.25
FFBH First Federal Bancshares of AR AR 05/03/96 10.00 13.00 30.00 13.25 32.50 13.69 36.90
LXMO Lexington B&L Financial Corp. MO 06/06/96 10.00 9.50 (5.00) 9.75 (2.50) 10.13 1.25
WWF Westwood Financial Corporation NJ 06/07/96 NA 10.75 NA 10.38 NA 10.63 NA
CNSB CNS Bancorp. Inc. MO 06/12/96 10.00 11.00 10.00 11.63 16.25 11.50 15.00
CMS Commonwealth Bancorp, Inc. PA 06/17/96 NA 10.50 NA 10.75 NA 10.00 NA
WYN Wayne Bancorp. Inc. NJ 06/27/96 10.00 11.13 11.25 11.38 13.75 11.25 12.50
PRBC Prestige Bancorp, Inc. PA 06/27/96 10.00 10.38 3.75 10.25 2.50 9.75 (2.50)
PROV Provident Financial Holdings CA 06/28/96 10.00 10.97 9.70 10.81 8.10 10.13 1.25
FLKY First Lancaster Bancshares KY 07/01/96 10.00 13.50 35.00 13.38 33.75 13.75 37.50
EGLB Eagle BancGroup, Inc. IL 07/01/96 10.00 11.25 12.50 11.25 12.50 11.13 11.25
HWE Home Financial Bancorp IN 07/02/96 10.00 10.25 2.50 9.88 (1.25) 10.50 5.00
OCFC Ocean Financial Corp. NJ 07/03/96 20.00 21.25 6.25 20.13 0.63 21.00 5.00
MBSP Mitchell Bancorp, Inc. NC 07/12/96 10.00 NA NA 10.63 6.25 NA NA
PWB Pennwood Savings Bank PA 07/15/96 10.00 9.50 (5.00) 9.13 (8.75) NA NA
ANA Acadiana Bancshares, Inc. LA 07/16/96 12.00 12.00 0.00 11.75 (2.08) NA NA

</TABLE>

123

<PAGE>

EXHIBIT 34

Page 1
KELLER & COMPANY
Columbus, Ohio
614-766-1426

THRIFT ACQUISITIONS AND PENDING ACQUISITIONS

COUNTY, CITY OR MARKET AREA OF MARKET BUILDING AND SAVING COMPANY

1. Target institution:
Name Brentwood Financial Corp.
City and state Cincinnati, OH
Asset size $100,300,000

Acquiring institution:
Name PNC Bank Corp.
City and state Pittsburgh, PA
Asset size $64,000,000,000

Transaction:
Purchase price $21,700,000
Price/earnings (x) 21.00
Price/book value (%) 153.00
Date completed 03/03/95

2. Target institution:
Name Circle Financial Corp.
City and state Sharonville, OH
Asset size $229,400,000

Acquiring institution:
Name Fidelity Financial of Ohio, Inc.
City and state Cincinnati, OH
Asset size $249,400,000

Transaction:
Purchase price $27,000,000
Price/earnings (x) 25.9
Price/book value(%) 111.0
Date completed Pending (announced 4/29/96)

124

<PAGE>

Page 2
KELLER & COMPANY
Columbus, Ohio
614-766-1426

THRIFT ACQUISITIONS AND PENDING ACQUISITIONS

COUNTY, CITY OR MARKET AREA OF MARKET BUILDING AND SAVING COMPANY

3. Target institution:
Name Kentucky Enterprise Bancorp, Inc.
City and state Newport, KY
Asset size $276,100,000

Acquiring institution:
Name Fifth Third Bancorp
City and state Cincinnati, OH
Asset size $18,900,000,000

Transaction:
Purchase price $94,000,000
Price/earnings (x) NM
Price/book value (%) 176.0
Date completed 3/15/96

4. Target institution:
Name PSB Holdings Corp.
City and state Xenia, Ohio
Asset size $174,800,000

Acquiring institution:
Name CitFed Bancorp, Inc.
City and state Dayton, Ohio
Asset size $2,300,000,000

Transaction:
Purchase price $56,000,000
Price/earnings (x) NM
Price/book value (%) 175.0
Date completed 08/31/95

125

<PAGE>

Page 3
KELLER & COMPANY
Columbus, Ohio
614-766-1426

THRIFT ACQUISITIONS AND PENDING ACQUISITIONS

COUNTY, CITY OR MARKET AREA OF MARKET BUILDING AND SAVING COMPANY

5. Target institution:
Name Seven Hills Financial Corporation
City and state Cincinnati, Ohio
Asset size $45,500,000

Acquiring institution:
Name Western Ohio Financial Corporation
City and state Springfield, Ohio
Asset size $319,600,000

Transaction:
Purchase price $10,500,000
Price/earnings (x) NM
Price/book value (%) 108.8
Date announced 06/14/96

126

<PAGE>

EXHIBIT 35
KELLER & COMPANY
Columbus, Ohio
614-766-1426

THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED MUTUAL HOLDING COMPANIES
AS OF AUGUST 2, 1996

PER SHARE
-------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PFSL Pocahontas FS&LA, MHC AR NASDAQ 14.500 17.250 9.500 (1.69) (3.33) 13.64 229.43 0.67
CMSV Community Savings, MHC FL NASDAQ 16.500 18.250 10.000 1.54 12.82 15.35 129.91 0.65
FFFL Fidelity FSB of Florida, MHC FL NASDAQ 12.750 17.000 9.091 (8.93) (4.67) 12.18 117.84 0.57
HARB Harbor Federal Savings Bk, MHC FL NASDAQ 24.250 29.250 11.875 (3.00) (16.38) 17.24 205.56 1.05
FFSX First Fed SB of Siouxland, MHC IA NASDAQ 24.500 28.625 9.063 (2.00) 2.08 21.52 255.82 0.69
WCFB Webster City Federal SB, MHC IA NASDAQ 12.875 13.500 8.813 (0.96) 1.98 10.32 46.31 0.80
JXSB Jacksonville Savings Bank, MHC IL NASDAQ 13.000 14.250 10.000 0.00 (7.14) 13.41 113.76 NA
LFED Leeds Federal Savings Bk, MHC MD NASDAQ 13.000 16.750 9.875 (3.70) (7.14) 12.65 77.34 0.63
GFED Guaranty Federal SB, MHC MO NASDAQ 10.500 12.500 8.000 (8.70) (6.67) 8.69 59.37 NA
PULB Pulaski Bank, Savings Bk, MHC MO NASDAQ 12.500 16.500 10.500 (10.71) (10.71) 10.82 85.68 0.80
FSLA First Savings Bank, MHC NJ NASDAQ 16.250 17.500 5.579 3.17 5.69 13.98 147.33 0.37
FSNJ First Savings Bk of NJ, MHC NJ NASDAQ 14.000 19.500 10.750 (0.88) 0.00 16.17 212.89 0.50
SBFL SB of the Finger Lakes, MHC NY NASDAQ 16.500 17.000 8.125 0.00 0.00 11.40 98.92 NA
WAYN Wayne Savings & Loan Co. MHC OH NASDAQ 19.250 22.000 11.255 (3.75) (3.75) 15.31 166.54 1.05
GDVS Greater Delaware Valley SB, MHC PA NASDAQ 9.250 13.000 9.250 (7.50) (13.95) 8.86 72.08 0.27
HARS Harris Savings Bank, MHC PA NASDAQ 15.440 20.500 12.750 (6.42) (7.82) 13.45 111.45 0.53
NWSB Northwest Savings Bank, MHC PA NASDAQ 11.125 13.500 7.375 (5.32) (11.00) 8.28 80.32 0.30
RVSB Riverview Savings Bank, MHC WA NASDAQ 15.000 17.000 9.711 4.35 (11.76) 10.75 97.21 0.19

ALL MUTUAL HOLDING COMPANIES
AVERAGE 15.066 17.993 9.528 (3.03) (4.54) 13.00 128.21 0.60
MEDIAN 14.250 17.000 9.606 (2.50) (5.67) 13.03 112.60 0.63
HIGH 24.500 29.250 12.750 4.35 12.82 21.52 255.82 1.05
LOW 9.250 12.500 5.579 (10.71) (16.38) 8.28 46.31 0.19

PRICING RATIOS
-------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
PFSL Pocahontas FS&LA, MHC AR NASDAQ 11.98 106.30 6.32 11.69
CMSV Community Savings, MHC FL NASDAQ 16.50 107.49 12.70 19.19
FFFL Fidelity FSB of Florida, MHC FL NASDAQ 17.47 104.68 10.82 18.75
HARB Harbor Federal Savings Bk, MHC FL NASDAQ 11.02 140.66 11.80 11.02
FFSX First Fed SB of Siouxland, MHC IA NASDAQ 15.03 113.85 9.58 16.33
WCFB Webster City Federal SB, MHC IA NASDAQ 24.76 124.76 27.80 25.25
JXSB Jacksonville Savings Bank, MHC IL NASDAQ NA 96.94 11.43 NA
LFED Leeds Federal Savings Bk, MHC MD NASDAQ 16.25 102.77 16.81 16.05
GFED Guaranty Federal SB, MHC MO NASDAQ NA 120.83 17.69 NA
PULB Pulaski Bank, Savings Bk, MHC MO NASDAQ 17.12 115.53 14.59 20.16
FSLA First Savings Bank, MHC NJ NASDAQ 13.43 116.24 11.03 14.25
FSNJ First Savings Bk of NJ, MHC NJ NASDAQ 66.67 86.58 6.58 20.00
SBFL SB of the Finger Lakes, MHC NY NASDAQ NA 144.75 16.68 NA
WAYN Wayne Savings & Loan Co. MHC OH NASDAQ 20.05 125.73 11.56 21.39
GDVS Greater Delaware Valley SB, MHC PA NASDAQ 26.43 104.40 12.83 26.43
HARS Harris Savings Bank, MHC PA NASDAQ 20.86 114.80 13.85 21.15
NWSB Northwest Savings Bank, MHC PA NASDAQ 14.45 134.36 13.85 13.91
RVSB Riverview Savings Bank, MHC WA NASDAQ 12.30 140.06 15.43 13.64

ALL MUTUAL HOLDING COMPANIES
AVERAGE 20.29 116.71 13.41 17.95
MEDIAN 16.50 115.17 12.77 18.75
HIGH 66.67 144.74 27.80 26.43
LOW 11.02 86.58 6.32 11.02

</TABLE>

127

<PAGE>

EXHIBIT 36
KELLER & COMPANY
Columbus, Ohio
614-766-1426

KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED MUTUAL HOLDING COMPANIES
AS OF AUGUST 2, 1996

ASSETS AND EQUITY PROFITABILITY
------------------------------- ------------------------------------

Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ------ ------ ------------ ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PFSL Pocahontas FS&LA, MHC AR 369,379 21,964 21,964 0.56 0.58 9.45 9.70
CMSV Community Savings, MHC FL 632,507 74,750 74,750 0.84 0.72 6.62 5.67
FFFL Fidelity FSB of Florida, MHC FL 791,897 81,076 80,095 0.65 0.60 6.23 5.83
HARB Harbor Federal Savings Bk, MHC FL 1,014,013 85,062 81,880 1.18 1.18 13.57 13.56
FFSX First Fed SB of Siouxland, MHC IA 436,519 36,727 36,547 0.64 0.59 7.78 7.16
WCFB Webster City Federal SB, MHC IA 97,258 21,675 21,675 1.11 1.09 5.04 4.93
JXSB Jacksonville Savings Bank, MHC IL 142,200 16,761 16,759 0.43 0.35 3.96 3.22
LFED Leeds Federal Savings Bk, MHC MD 266,658 43,610 43,610 1.03 1.04 6.32 6.37
GFED Guaranty Federal SB, MHC MO 185,546 27,165 27,165 1.02 0.56 7.11 3.92
PULB Pulaski Bank, Savings Bk, MHC MO 179,406 22,651 22,651 0.84 0.71 6.94 5.89
FSLA First Savings Bank, MHC NJ 959,356 91,060 79,028 0.87 0.82 9.48 8.97
FSNJ First Savings Bk of NJ, MHC NJ 651,945 49,519 49,519 0.11 0.36 1.20 4.01
SBFL SB of the Finger Lakes, MHC NY 176,570 20,351 20,351 NA NA NA NA
WAYN Wayne Savings & Loan Co. MHC OH 248,503 22,852 22,852 0.58 0.55 6.32 5.96
GDVS Greater Delaware Valley SB, MHC PA 235,877 28,982 28,982 0.48 0.48 3.98 3.98
HARS Harris Savings Bank, MHC PA 1,249,497 150,835 141,219 0.70 0.69 5.58 5.50
NWSB Northwest Savings Bank, MHC PA 1,877,529 190,651 181,003 1.01 1.05 9.47 9.83
RVSB Riverview Savings Bank, MHC WA 209,506 23,086 20,430 1.31 1.18 12.02 10.85

ALL MUTUAL HOLDING COMPANIES
AVERAGE 540,231 56,043 53,916 0.79 0.74 7.12 6.79
MEDIAN 318,019 32,855 32,765 0.84 0.69 6.62 5.89
HIGH 1,877,529 190,651 181,003 1.31 1.18 13.57 13.56
LOW 97,258 16,761 16,759 0.11 0.35 1.20 3.22

CAPITAL ISSUES
---------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- ---- -------- --------- ----------
<S> <C> <C> <C> <C> <C>
PFSL Pocahontas FS&LA, MHC AR 04/05/94 NASDAQ 1,610,000 25.36
CMSV Community Savings, MHC FL 10/24/94 NASDAQ 4,868,732 75.47
FFFL Fidelity FSB of Florida, MHC FL 01/07/94 NASDAQ 6,720,252 89.04
HARB Harbor Federal Savings Bk, MHC FL 01/06/94 NASDAQ 4,932,854 124.55
FFSX First Fed SB of Siouxland, MHC IA 07/13/92 NASDAQ 1,706,345 41.81
WCFB Webster City Federal SB, MHC IA 08/15/94 NASDAQ 2,100,000 25.73
JXSB Jacksonville Savings Bank, MHC IL 04/21/95 NASDAQ 1,250,000 16.88
LFED Leeds Federal Savings Bk, MHC MD 05/02/94 NASDAQ 3,448,000 51.72
GFED Guaranty Federal SB, MHC MO 04/10/95 NASDAQ 3,125,000 36.72
PULB Pulaski Bank, Savings Bk, MHC MO 05/11/94 NASDAQ 2,094,000 31.67
FSLA First Savings Bank, MHC NJ 07/10/92 NASDAQ 6,511,756 100.93
FSNJ First Savings Bk of NJ, MHC NJ 01/09/95 NASDAQ 3,062,321 46.70
SBFL SB of the Finger Lakes, MHC NY 11/11/94 NASDAQ 1,785,000 28.34
WAYN Wayne Savings & Loan Co. MHC OH 06/25/93 NASDAQ 1,492,149 30.55
GDVS Greater Delaware Valley SB, MHC PA 03/03/95 NASDAQ 3,272,500 35.18
HARS Harris Savings Bank, MHC PA 01/25/94 NASDAQ 11,211,400 201.81
NWSB Northwest Savings Bank, MHC PA 11/07/94 NASDAQ 23,376,000 262.98
RVSB Riverview Savings Bank, MHC WA 10/26/93 NASDAQ 2,155,206 35.56

ALL MUTUAL HOLDING COMPANIES
AVERAGE 4,706,751 70.06
MEDIAN 3,093,661 39.27
HIGH 23,376,000 262.98
LOW 1,250,000 16.88

</TABLE>

128

<PAGE>

KELLER & COMPANY Page 1
Columbus, Ohio
614-766-1426

EXHIBIT 37
THE MARKET BUILDING AND SAVING COMPANY
COMPARABLE GROUP SELECTION

BALANCE SHEET PARAMETERS

General Parameters:
States: IA IL IN KY MI OH PA WI WV
IPO Date: 03/31/95
Asset size: $250,000

Cash & 1-4 Fam. Total Net
Total Invest./ MBS/ Loans/ Loans/
Assets Assets Assets Assets Assets
IPO Date ($000) (%) (%) (%) (%)
-------- ------ -------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
MARKET BUILDING & SAVING CO. -- 46,260 45.54 3.86 44.88 48.38
-------------------------------------------------------------------------------------------------------
DEFINED PARAMETERS FOR Prior to Less Than 10.00- Less Than 35.00- 40.00-
INCLUSION IN COMPARABLE GROUP 03/31/95 250,000 50.00 25.00 70.00 85.00
-------------------------------------------------------------------------------------------------------

HBBI Home Building Bancorp IN 02/08/95 42,407 16.97 12.13 51.03 68.16
MSBF MSB Financial, Inc. MI 02/06/95 56,317 6.27 3.71 64.02 87.63
CKFB CKF Bancorp, Inc. KY 01/04/95 58,763 11.76 0.02 68.59 86.58
GWBC Gateway Bancorp, Inc. KY 01/18/95 71,260 33.13 41.47 22.74 24.17
HZFS Horizon Financial Svcs Corp. IA 06/30/94 72,225 29.62 0.00 44.04 67.11
HHFC Harvest Home Financial Corp. OH 10/10/94 73,005 45.33 7.70 48.14 54.74
ATSB AmTrust Capital Corp. IN 03/28/95 73,072 19.57 6.38 40.49 68.35
SFFC StateFed Financial Corporation IA 01/05/94 74,181 12.61 0.00 54.46 82.23
SOBI Sobieski Bancorp, Inc. IN 03/31/95 76,362 11.72 20.72 56.33 64.03
THBC Troy Hill Bancorp, Inc. PA 06/27/94 80,484 10.63 7.49 58.01 79.92
GFSB GFS Bancorp, Inc. IA 01/06/94 83,305 8.02 4.12 55.32 86.16
CIBI Community Investors Bancorp OH 02/07/95 85,785 26.17 2.90 59.73 74.02
NWEQ Northwest Equity Corp. WI 10/11/94 86,355 8.19 6.22 57.07 81.85
FFBI First Financial Bancorp, Inc. IL 10/04/93 88,615 16.80 8.87 59.14 72.00
INCB Indiana Community Bank, SB IN 12/15/94 94,476 15.10 3.49 41.74 78.20
PTRS Potters Financial Corp. OH 12/31/93 113,862 28.33 24.74 32.79 43.98
MIFC Mid-Iowa Financial Corp. IA 10/14/92 115,260 19.74 25.74 39.47 52.80
NBSI North Bancshares, Inc. IL 12/21/93 119,436 34.86 6.94 45.48 55.50
MWBI Midwest Bancshares, Inc. IA 11/12/92 138,628 16.11 23.61 44.47 57.32

HBBI Home Building Bancorp IN 80.29 9.97 14.13
MSBF MSB Financial, Inc. MI 91.34 3.55 22.63
CKFB CKF Bancorp, Inc. KY 86.59 0.47 27.29
GWBC Gateway Bancorp, Inc. KY 65.64 0.00 24.86
HZFS Horizon Financial Svcs Corp. IA 67.11 12.70 11.57
HHFC Harvest Home Financial Corp. OH 62.44 0.00 17.71
ATSB AmTrust Capital Corp. IN 74.73 19.16 10.34
SFFC StateFed Financial Corporation IA 82.23 17.52 20.12
SOBI Sobieski Bancorp, Inc. IN 84.75 0.00 18.49
THBC Troy Hill Bancorp, Inc. PA 87.41 10.66 22.20
GFSB GFS Bancorp, Inc. IA 90.28 23.19 11.94
CIBI Community Investors Bancorp OH 76.92 2.28 13.84
NWEQ Northwest Equity Corp. WI 88.07 19.58 13.74
FFBI First Financial Bancorp, Inc. IL 80.87 11.28 8.88
INCB Indiana Community Bank, SB IN 81.68 0.00 14.98
PTRS Potters Financial Corp. OH 68.71 1.28 9.73
MIFC Mid-Iowa Financial Corp. IA 78.54 20.82 9.38
NBSI North Bancshares, Inc. IL 62.43 18.21 15.50
MWBI Midwest Bancshares, Inc. IA 80.93 20.20 6.67

</TABLE>

129

<PAGE>

KELLER & COMPANY Page 2
Columbus, Ohio
614-766-1426

EXHIBIT 37
THE MARKET BUILDING AND SAVING COMPANY
COMPARABLE GROUP SELECTION

BALANCE SHEET PARAMETERS

General Parameters:
States: IA IL IN KY MI OH PA WI WV
IPO Date: 03/31/95
Asset size: $250,000

Cash & 1-4 Fam. Total Net
Total Invest./ MBS/ Loans/ Loans/
Assets Assets Assets Assets Assets
IPO Date ($000) (%) (%) (%) (%)
-------- ------ -------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
MARKET BUILDING & SAVING CO.
-- 46,260 45.54 3.86 44.88 48.38
-------------------------------------------------------------------------------------------------------
DEFINED PARAMETERS FOR Prior to Less Than 10.00- Less Than 35.00- 40.00-
INCLUSION IN COMPARABLE GROUP 03/31/95 250,000 50.00 25.00 70.00 85.00
-------------------------------------------------------------------------------------------------------

BWFC Bank West Financial Corp. MI 03/30/95 139,217 21.53 1.84 68.63 73.74
FFWD Wood Bancorp, Inc. OH 08/31/93 139,718 18.62 3.79 62.62 76.02
FFWC FFW Corp. IN 04/05/93 148,892 17.60 12.99 44.56 67.24
SJSB SJS Bancorp MI 02/16/95 150,752 26.46 9.72 42.45 61.74
MARN Marion Capital Holdings IN 03/18/93 177,767 12.67 0.02 47.76 80.54
FFBZ First Federal Bancorp, Inc. OH 07/13/92 177,778 7.30 0.96 55.98 87.69
MWFD Midwest Federal Financial WI 07/08/92 178,249 18.42 6.19 33.37 70.95
MFFC Milton Federal Financial Corp. OH 10/07/94 178,289 23.80 10.57 53.84 63.08
LARL Laurel Capital Group, Inc. PA 02/20/87 193,008 15.92 7.81 57.20 74.40
CBCO CB Bancorp, Inc. IN 12/28/92 195,658 NA NA 38.49 46.18
SBCN Suburban Bancorporation, Inc. OH 09/30/93 197,137 6.99 15.29 55.19 75.47
EFBI Enterprise Federal Bancorp OH 10/17/94 203,431 20.61 15.71 47.06 64.07
OHSL OHSL Financial Corp. OH 02/10/93 209,037 20.05 6.91 48.56 71.45
MFBC MFB Corp. IN 03.25/94 210,559 30.47 2.70 60.71 65.90
FFHS First Franklin Corporation OH 01/26/88 216,508 11.23 19.40 53.54 67.30
WVFC WVS Financial Corporation PA 11/29/93 240,282 33.38 6.22 47.14 58.56

<CAPTION>
Total Net Borrowed
Loans & Funds/ Equity/
MBS Assets Assets Assets
(%) (%) (%)
---------- --------- --------
<S> <C> <C> <C>
MARKET BUILDING & SAVING CO.
52.24 0.00 16.28
-------------------------------------------------------------------------------
DEFINED PARAMETERS FOR 45.00- Less Than 8.00-
INCLUSION IN COMPARABLE GROUP 90.00 30.00 25.00
-------------------------------------------------------------------------------
BWFC Bank West Financial Corp. MI 75.58 15.64 19.78
FFWD Wood Bancorp, Inc. OH 79.80 2.41 14.60
FFWC FFW Corp. IN 80.23 26.39 10.80
SJSB SJS Bancorp MI 71.46 14.63 11.67
MARN Marion Capital Holdings IN 80.56 3.51 23.35
FFBZ First Federal Bancorp, Inc. OH 88.65 17.74 7.89
MWFD Midwest Federal Financial WI 77.13 7.29 9.35
MFFC Milton Federal Financial Corp. OH 73.65 9.00 18.93
LARL Laurel Capital Group, Inc. PA 82.21 2.24 10.68
CBCO CB Bancorp, Inc. IN NA 22.53 9.87
SBCN Suburban Bancorporation, Inc. OH 90.76 21.65 13.01
EFBI Enterprise Federal Bancorp OH 79.77 14.75 15.47
OHSL OHSL Financial Corp. OH 78.36 8.12 12.20
MFBC MFB Corp. IN 68.60 8.31 17.90
FFHS First Franklin Corporation OH 86.69 3.34 9.37
WVFC WVS Financial Corporation PA 64.78 11.24 15.12

</TABLE>

130
<PAGE>

KELLER & COMPANY Page 1
Columbus, Ohio
614-766-1426

EXHIBIT 38
THE MARKET BUILDING AND SAVING COMPANY
COMPARABLE GROUP SELECTION

OPERATING PERFORMANCE AND ASSET QUALITY PARAMETERS
MOST RECENT FOUR QUARTERS

General Parameters:
States: IA IL IN KY MI OH PA WI WV
IPO Date: 03/31/95
Asset size: $250,000

OPERATING PERFORMANCE
------------------------------------------------------

Net Operating Noninterest
Total Interest Expenses/ Income/
Assets ROAA ROAE Margin** Assets Assets
IPO Date ($000) (%) (%) (%) (%) (%)
-------- ------ ----- ---- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
MARKET BUILDING & SAVING CO. -- 46,260 0.85 5.63 3.31 1.92 0.02
----------------------------------------------------------------------------------------------------------------------
DEFINED PARAMETERS FOR Prior to Less Than 0.55- 2.00- 2.75- 1.50- Less Than
INCLUSION IN COMPARABLE GROUP 03/31/95 250,000 1.20 10.00 4.00 2.75 0.35
----------------------------------------------------------------------------------------------------------------------

HBBI Home Building Bancorp IN 02/08/95 42,407 0.46 3.16 3.82 2.50 0.32
MSBF MSB Financial, Inc. MI 02/06/95 56,317 1.92 7.79 5.80 3.31 0.50
CKFB CKF Bancorp, Inc. KY 01/04/95 58,763 1.24 4.39 3.90 1.97 0.07
GWBC Gateway Bancorp, Inc. KY 01/18/95 71,260 1.05 4.05 2.83 1.23 0.04
HZFS Horizon Financial Svcs Corp. IA 06/30/94 72,225 0.46 3.71 3.30 2.66 0.48
HHFC Harvest Home Financial Corp. OH 10/10/94 73,005 0.80 4.31 3.20 2.00 0.07
ATSB AmTrust CapitalCorp IN 03/28/95 73,072 0.31 2.75 2.81 2.95 0.44
SFFC StateFed Financial Corporation IA 01/05/94 74,181 1.18 5.80 3.70 1.75 0.08
SOBI Sobieski Bancorp, Inc IN 03/31/95 76,362 0.42 2.24 3.28 2.69 0.21
THBC Troy Hill Bancorp, Inc. PA 06/27/94 80,484 1.38 6.09 4.24 2.06 0.10
GFSB GFS Bancorp, Inc. IA 01/06/94 83,305 1.16 9.19 3.46 1.73 0.12
CIBI Community Investors Bancorp OH 02/07/95 85,785 1.01 6.98 3.60 2.06 0.17
NWEQ Northwest Equity Corp. WI 10/11/94 86,355 1.06 6.95 4.26 2.73 0.47
FFBI First Financial Bancorp, Inc. IL 10/04/93 88,615 0.70 6.53 3.28 3.18 0.46
INCB Indiana Community Bank, SB IN 12/15/94 94,476 0.67 4.39 4.35 3.72 0.84
PTRS Potters Financial Corp. OH 12/31/93 113,862 0.54 5.67 3.40 2.64 0.22

<CAPTION>
ASSET QUALITY*
-----------------------------------------

NPA/ REO/ Reserves/
Assets Assets Assets
(%) (%) (%)
--------- --------- ------------
<S> <C> <C> <C>
MARKET BUILDING & SAVING CO. 0.03 0.00 0.11
-----------------------------------------------------------------------------------
DEFINED PARAMETERS FOR Less Than Less Than Greater Than
INCLUSION IN COMPARABLE GROUP 0.75 0.20 0.10
-----------------------------------------------------------------------------------
HBBI Home Building Bancorp IN 0.23 0.00 1.02
MSBF MSB Financial, Inc. MI 0.60 0.00 0.61
CKFB CKF Bancorp, Inc. KY 1.70 0.00 0.18
GWBC Gateway Bancorp, Inc. KY 0.31 0.00 0.11
HZFS Horizon Financial Svcs Corp. IA 1.57 0.28 0.45
HHFC Harvest Home Financial Corp. OH 0.20 0.00 0.15
ATSB AmTrust CapitalCorp IN 1.31 0.00 0.50
SFFC StateFed Financial Corporation IA 0.53 0.00 0.32
SOBI Sobieski Bancorp, Inc IN 0.00 NA 0.26
THBC Troy Hill Bancorp, Inc. PA 2.95 0.03 0.88
GFSB GFS Bancorp, Inc. IA 0.00 0.27 NA
CIBI Community Investors Bancorp OH 0.73 0.11 0.50
NWEQ Northwest Equity Corp. WI 0.92 0.15 0.50
FFBI First Financial Bancorp, Inc. IL 0.53 0.00 0.40
INCB Indiana Community Bank, SB IN NA 0.00 0.48
PTRS Potters Financial Corp. OH 2.49 0.09 1.81

</TABLE>

131

<PAGE>

KELLER & COMPANY Page 2
Columbus, Ohio
614-766-1426

EXHIBIT 38
THE MARKET BUILDING AND SAVING COMPANY
COMPARABLE GROUP SELECTION

OPERATING PERFORMANCE AND ASSET QUALITY PARAMETERS
MOST RECENT FOUR QUARTERS

General Parameters:
States: IA IL IN KY MI OH PA WI WV
IPO Date: 03/31/95
Asset size: $250,000

OPERATING PERFORMANCE
------------------------------------------------------

Net Operating Noninterest
Total Interest Expenses/ Income/
Assets ROAA ROAE Margin ** Assets Assets
IPO Date ($000) (%) (%) (%) (%) (%)
-------- ------ ----- ---- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
MARKET BUILDING & SAVING CO. -- 46,260 0.85 5.63 3.31 1.92 0.02
----------------------------------------------------------------------------------------------------------------------
DEFINED PARAMETERS FOR Prior to Less Than 0.55- 2.00- 2.75- 1.50- Less Than
INCLUSION IN COMPARABLE GROUP 03/31/95 250,000 1.20 10.00 4.00 2.75 0.35
----------------------------------------------------------------------------------------------------------------------

MIFC Mid-Iowa Financial Corp. IA 10/14/92 115,260 0.93 10.00 2.83 2.18 0.80
NBSI North Bancshares, Inc. IL 12/21.93 119,436 0.59 3.19 3.27 2.50 0.14
MWBI Midwest Bancshares, Inc. IA 11/12/92 138,628 1.01 14.64 2.95 1.91 0.16
BWFC Bank West Financial Corp. MI 03/30/95 139,217 0.69 3.41 3.06 2.44 0.12
FFWD Wood Bancorp, Inc. OH 08/31/93 139,718 1.17 8.14 4.29 2.52 0.26
FFWC FFW Corp. IN 04/05/93 148,892 0.90 8.07 3.01 1.72 0.31
SJSB SJS Bancorp MI 02/16/95 150,752 0.63 5.00 2.89 2.32 0.34
MARN Marion Capital Holdings IN 03/18/93 177,767 1.41 5.86 4.18 2.14 0.18
FFBZ First Federal Bancorp, Inc. OH 07/13/92 177,778 1.14 15.12 3.91 2.43 0.47
MWFD Midwest Federal Financial WI 07/08/92 178,249 1.20 12.27 4.06 2.98 0.81
MFFC Milton Federal Financial Corp. OH 10/07/94 178,289 1.04 4.80 3.61 2.16 0.13
LARL Laurel Capital Group, Inc. PA 02/20/87 193,008 1.35 13.23 4.00 2.01 0.26
CBCO CB Bancorp, Inc. IN 12/28/92 195,658 1.38 14.64 4.81 2.02 0.68
SBCN Suburban Bancorporation, Inc. OH 09/30/93 197,137 0.39 2.95 3.01 2.29 0.24
EFBI Enterprise Federal Bancorp. OH 10/17/94 203,431 1.03 5.52 2.96 1.91 0.05
OHSL OHSL Financial Corp. OH 02/10/93 209,037 0.95 7.55 3.39 2.06 0.15

<CAPTION>
ASSET QUALITY*
-----------------------------------------

NPA/ REO/ Reserves/
Assets Assets Assets
(%) (%) (%)
--------- --------- ------------
<S> <C> <C> <C>
MARKET BUILDING & SAVING CO. 0.03 0.00 0.11
------------------------------------------------------------------------------------
DEFINED PARAMETERS FOR Less Than Less Than Greater Than
INCLUSION IN COMPARABLE GROUP 0.75 0.20 0.10
------------------------------------------------------------------------------------
MIFC Mid-Iowa Financial Corp. IA NA NA 0.24
NBSI North Bancshares, Inc. IL 0.00 0.00 0.17
MWBI Midwest Bancshares, Inc. IA 0.28 0.14 0.48
BWFC Bank West Financial Corp. MI 0.08 0.03 0.10
FFWD Wood Bancorp, Inc. OH 0.18 0.02 0.35
FFWC FFW Corp. IN 0.06 0.01 0.35
SJSB SJS Bancorp MI 0.29 0.06 0.42
MARN Marion Capital Holdings IN 1.07 0.10 1.13
FFBZ First Federal Bancorp, Inc. OH NA NA 0.87
MWFD Midwest Federal Financial WI 0.26 0.00 0.76
MFFC Milton Federal Financial Corp. OH 0.40 0.02 0.23
LARL Laurel Capital Group, Inc. PA 0.70 0.12 0.99
CBCO CB Bancorp, Inc. IN NA NA NA
SBCN Suburban Bancorporation, Inc. OH 0.20 0.16 1.59
EFBI Enterprise Federal Bancorp. OH 0.01 0.00 0.17
OHSL OHSL Financial Corp. OH 0.12 0.00 0.25

</TABLE>

132

<PAGE>

Page 3
KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 38
THE MARKET BUILDING AND SAVING COMPANY
COMPARABLE GROUP SELECTION

OPERATING PERFORMANCE AND ASSET QUALITY PARAMETERS
MOST RECENT FOUR QUARTERS
General Parameters:
States: IA IL IN KY MI OH PA WI WV
IPO Date: 03/31/95
Asset size: $250,000

OPERATING PERFORMANCE
------------------------------------------------------

Net Operating Noninterest
Total Interest Expenses/ Income/
Assets ROAA ROAE Margin** Assets Assets
IPO Date ($000) (%) (%) (%) (%) (%)
-------- --------- ----- ---- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
MARKET BUILDING & SAVING CO. -- 46,260 0.85 5.63 3.31 1.92 0.02
----------------------------------------------------------------------------------------------------------------------
DEFINED PARAMETERS FOR Prior to Less Than 0.55- 2.00- 2.75- 1.50- Less Than
INCLUSION IN COMPARABLE GROUP 03/31/95 250,000 1.20 10.00 4.00 2.75 0.35
----------------------------------------------------------------------------------------------------------------------
MFBC MFB Corp. IN 03/25/94 210,559 0.73 3.69 3.06 1.95 0.15
FFHS First Franklin Corporation OH 01/26/88 216,508 0.62 6.56 2.74 1.91 0.18
WVFC WVS Financial Corporation PA 11/29/93 240,282 1.23 8.09 4.06 1.91 0.13

<CAPTION>
ASSET QUALITY*
-----------------------------------------

</TABLE>

* Asset quality ratios reflect balance sheet totals at the end of the most
recent quarter.

** Based on average interest-earning assets.

133
<PAGE>

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 39
THE MARKET BUILDING AND SAVING COMPANY
FINAL COMPARABLE GROUP

BALANCE SHEET RATIOS

Total
Cash & 1-4 Fam. Total Net Net Loans Borrowed
Total Invest./ MBS/ Loans/ Loans/ & MBS/ Funds/ Equity/
Assets Assets Assets Assets Assets Assets Assets Assets
IPO Date ($000) (%) (%) (%) (%) (%) (%) (%)
-------- ------ -------- ------ -------- --------- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MARKET BUILDING & SAVING CO.
-- 46,260 45.54 3.86 44.88 48.38 52.24 0.00 16.28
------------------------------------------------------------------------------------------------------------------------------
8.00-
Less Less Less Less
DEFINED PARAMETERS FOR Prior to than 10.00 than 35.00- 40.00- 45.00- than than
INCLUSION IN COMPARABLE GROUP 03/31/95 250,000 50.00 25.00 70.00 85.00 90.00 30.00 25.00
------------------------------------------------------------------------------------------------------------------------------

HHFC Harvest Home Financial Corp. OH 10/10/94 73,005 45.33 7.70 48.14 54.74 62.44 0.00 17.71
SFFC StateFed Financial Corporation IA 01/05/94 74,181 12.61 0.00 54.46 82.23 82.23 17.52 20.12
CIBI Community Investors Bancorp OH 02/07/95 85,785 26.17 2.90 59.73 74.02 76.92 2.28 13.84
NBSI North Bancshares, Inc. IL 12/21/93 119,436 34.86 6.94 45.48 55.50 62.43 18.21 15.50
FFWC FFW Corp. IN 04/05/93 148,892 17.60 12.99 44.56 67.24 80.23 26.39 10.80
MFFC Milton Federal Financial Corp. OH 10/07/94 178,289 23.80 10.57 53.84 63.08 73.65 9.00 18.93
EFBI Enterprise Federal Bancorp OH 10/17/94 203,431 20.61 15.71 47.06 64.07 79.77 14.75 15.47
OHSL OHSL Financial Corp. OH 02/10/93 209,037 20.05 6.91 48.56 71.45 78.36 8.12 12.20
MFBC MFB Corp. IN 03/25/94 210,559 30.47 2.70 60.71 65.90 68.60 8.31 17.90
FFHS First Franklin Corporation OH 01/26/88 216,508 11.23 19.40 53.54 67.30 86.69 3.34 9.37

AVERAGE 151,912 24.27 8.58 51.61 66.55 75.13 10.79 15.18
MEDIAN 163,591 22.20 7.32 51.05 66.57 77.64 8.66 15.49
HIGH 216,508 45.33 19.40 60.71 82.23 86.69 26.39 20.12
LOW 73,005 11.23 0.00 44.56 54.74 62.43 0.00 9.37

</TABLE>

134

<PAGE>

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 40
THE MARKET BUILDING AND SAVING COMPANY
FINAL COMPARABLE GROUP

OPERATING PERFORMANCE AND ASSET QUALITY RATIOS
MOST RECENT FOUR QUARTERS

OPERATING PERFORMANCE ASSET QUALITY*
-------------------------------------------- ------------------------
Net Operating Noninterest
Total Interest Expenses/ Income/ NPA/ REO/ Reserves/
Assets ROAA ROAE Margin** Assets Assets Assets Assets Assets
IPO Date ($000) (%) (%) (%) (%) (%) (%) (%) (%)
-------- ------ ---- ---- -------- --------- ----------- ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MARKET BUILDING & SAVING CO.
-- 46,260 0.85 5.36 3.31 1.92 0.02 0.03 0.00 0.11
------------------------------------------------------------------------------------------------------------------------------
Less Less Less Less Greater
DEFINED PARAMETERS FOR Prior to than 0.55- 2.00- 2.75- 1.50- than than than than
INCLUSION IN COMPARABLE GROUP 03/31/95 250,000 1.20 10.00 4.00 2.75 0.35 0.75 0.20 0.10
------------------------------------------------------------------------------------------------------------------------------

HHFC Harvest Home Financial Corp. OH 10/10/94 73,005 0.80 4.31 3.20 2.00 0.07 0.20 0.00 0.15
SFFC StateFed Financial Corporation IA 01/05/94 74,181 1.18 5.80 3.70 1.75 0.08 0.53 0.00 0.32
CIBI Community Investors Bancorp OH 02/07/95 85,785 1.01 6.98 3.60 2.06 0.17 0.73 0.11 0.50
NBSI North Bancshares, Inc. IL 12/21/93 119,436 0.59 3.19 3.27 2.50 0.14 0.00 0.00 0.17
FFWC FFW Corp. IN 04/05/93 148,892 0.90 8.07 3.01 1.72 0.31 0.06 0.01 0.35
MFFC Milton Federal Financial Corp. OH 10/07/94 178,289 1.04 4.80 3.61 2.16 0.13 0.40 0.02 0.23
EFBI Enterprise Federal Bancorp OH 10/17/94 203,431 1.03 5.52 2.96 1.91 0.05 0.01 0.00 0.17
OHSL OHSL Financial Corp. OH 02/10/93 209,037 0.95 7.55 3.39 2.06 0.15 0.12 0.00 0.25
MFBC MFB Corp. IN 03/25/94 210,559 0.73 3.69 3.06 1.95 0.15 0.05 0.00 0.16
FFHS First Franklin Corporation OH 01/26/88 216,508 0.62 6.56 2.74 1.91 0.18 0.50 0.09 0.43

AVERAGE 151,912 0.89 5.65 3.25 2.00 0.14 0.26 0.02 0.27
MEDIAN 163,591 0.93 5.66 3.24 1.98 0.15 0.16 0.00 0.24
HIGH 216,508 1.18 8.07 3.70 2.50 0.31 0.73 0.11 0.50
LOW 73,005 0.59 3.19 2.74 1.72 0.05 0.00 0.00 0.15

</TABLE>

* Asset quality ratios reflect balance sheet totals at the end of the most
recent quarter.

** Based on average interest-earning assets.

135

<PAGE>

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 41

THE MARKET BUILDING & SAVING COMPANY
COMPARABLE GROUP CHARACTERISTICS AND BALANCE SHEET TOTALS

Number
of
Offices Exchange Conversion
------- -------- ----------
<S> <C> <C> <C>
SUBJECT
THE MARKET BUILDING &
SAVINGS COMPANY MT. HEALTHY OH 2 NA NA
COMPARABLE GROUP

CIBI Community Investors Bancorp, Inc. Bucyrus OH 3 NASDAQ 02/07/95
EFBI Enterprise Federal Bancorp, Inc. Lockland OH 5 NASDAQ 10/17/94
FFWC FFW Corporation Wabash IN 3 NASDAQ 04/05/93
FFHS First Franklin Corporation Cincinnati OH 7 NASDAQ 01/26/88
HHFC Harvest Home Financial Corporation Cheviot OH 3 NASDAQ 10/10/94
MFBC MFB Corp. Mishawaka IN 4 NASDAQ 03/25/94
MFFC Milton Federal Financial Corporation West Milton OH 2 NASDAQ 10/07/94
NBSI North Bancshares, Inc. Chicago IL 2 NASDAQ 12/21/93
OHSL OHSL Financial Corp. Cincinnati OH 5 NASDAQ 02/10/93
SFFC StateFed Financial Corporation Des Moines IA 2 NASDAQ 01/05/94

Average 3.6
Median 3.0
High 7.0
Low 2.0

</TABLE>

Most Recent Quarter
-----------------------------------------------------------------
Total Goodwill
Total Int. Earning Net and Total Total
Assets Assets Loans Intang. Deposits Equity
($000) ($000) ($000) ($000) ($000) ($000)
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
SUBJECT
THE MARKET BUILDING &
SAVINGS COMPANY MT. HEALTHY 46,260 45,015 22,384 0 38,190 7,533
COMPARABLE GROUP
CIBI Community Investors Bancorp, Inc. Bucyrus OH 85,785 83,103 63,498 0 71,548 11,869
EFBI Enterprise Federal Bancorp, Inc. Lockland OH 203,431 201,684 130,334 65 139,708 31,470
FFWC FFW Corporation Wabash IN 148,892 142,848 100,113 0 92,131 16,083
FFHS First Franklin Corporation Cincinnati OH 216,508 210,224 145,703 207 188,336 20,287
HHFC Harvest Home Financial Corporation Cheviot OH 73,005 70,109 39,963 0 59,606 12,930
MFBC MFB Corp. Mishawaka IN 210,559 202,589 138,762 0 153,962 37,691
MFFC Milton Federal Financial Corporation West Milton OH 178,289 170,995 112,468 0 127,456 33,756
NBSI North Bancshares, Inc. Chicago IL 119,436 114,046 66,285 0 75,547 18,514
OHSL OHSL Financial Corp. Cincinnati OH 209,037 203,055 149,350 0 165,035 25,494
SFFC StateFed Financial Corporation Des Moines IA 74,181 70,291 61,002 0 45,665 14,925

Average 151,912 146,894 100,748 27 111,899 22,302
Median 163,591 156,922 106,291 0 109,794 19,401
High 216,508 210,224 149,350 207 188,336 37,691
Low 73,005 70,109 39,963 0 45,665 11,869

</TABLE>

136

<PAGE>

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 42
THE MARKET BUILDING & SAVING COMPANY
COMPARABLE GROUP MARKET AREA COMPARISON

1990-1995 Median Median
1995 Population Per Capita Household Housing
Population Growth (%) Income ($) Income ($) Value ($)
---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
SUBJECT
THE MARKET BUILDING & SAVING
COMPANY OH 866,222 1.2 18,004 34,401 72,243

COMPARABLE GROUP
EFBI Enterprise Federal Bancorp OH 866,222 1.2 18,004 34,401 72,243
CIBI Community Investors Bancorp OH 47,870 0.2 16,237 32,915 56,087
FFWC FFW Corp. IN 34,831 0.3 13,428 30,573 43,401
FFHS First Franklin Corporation OH 866,222 1.2 18,004 34,401 72,243
HHFC Harvest Home Financial Corporation OH 866,222 1.2 18,004 34,401 72,243
MFBC MFB Corp. IN 257,533 0.8 16,003 34,165 50,751
MFFC Milton Federal Financial Corp. OH 677,496 1.5 17,691 33,144 67,088
NBSI North Bancshares, Inc. IL 5,144,275 0.8 17,825 36,543 102,118
OHSL OHSL Financial Corp. OH 866,222 1.2 18,004 34,401 72,243
SFFC StateFed Financial Corporation IA 350,024 1.3 16,864 33,804 59,700

Average 997,692 1.0 17,006 33,875 66,812
Median 771,859 1.2 17,758 34,283 69,666
High 5,144,275 1.5 18,004 36,543 102,118
Low 34,831 0.2 13,428 30,573 43,401

</TABLE>

Below
Median Unem- High School College Poverty
Rent ($) ployment (%) Graduates (%) Graduates (%) Level (%)
-------- ------------ ------------- ------------- ---------
<S> <C> <C> <C> <C> <C>
SUBJECT
THE MARKET BUILDING & SAVING
COMPANY OH 304 3.6 75.6 23.7 13.3

COMPARABLE GROUP
EFBI Enterprise Federal Bancorp OH 304 3.6 75.6 23.7 13.3
CIBI Community Investors Bancorp OH 309 6.4 73.8 16.8 14.1
FFWC FFW Corp. IN 304 4.8 75.4 12.7 10.2
FFHS First Franklin Corporation OH 304 3.6 75.6 12.7 13.3
HHFC Harvest Home Financial Corporation OH 304 3.6 75.6 23.7 13.3
MFBC MFB Corp. IN 325 5.7 76.1 19.2 9.7
MFFC Milton Federal Financial Corp. OH 317 3.7 74.9 20.7 13.8
NBSI North Bancshares, Inc. IL 411 5.1 73.4 22.8 14.2
OHSL OHSL Financial Corp. OH 304 3.6 75.6 23.7 13.3
SFFC StateFed Financial Corporation IA 369 3.9 85.4 23.9 9.2

Average 325 4.4 76.1 20.0 12.4
Median 307 3.8 75.6 21.8 13.3
High 411 6.4 85.4 23.9 14.2
Low 304 3.6 73.4 12.7 9.2

</TABLE>

137
<PAGE>

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 43
BALANCE SHEET
ASSET COMPOSITION - MOST RECENT QUARTER

As a Percent of Total Assets
------------------------------------------------------------------------
Loan Loss
Total Assets Cash & MBS Net Loans Reserves Real Estate Goodwill &
($000) Invest. ($) (%) (%) (%) Owned(%) Intang.(%)
------------ ----------- ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
THE MARKET BUILDING &
SAVING COMPANY 46,260 45.54 3.86 48.38 0.11 0.00 0.00

COMPARABLE GROUP
CIBI Community Investors Bancorp 85,785 26.17 2.90 74.02 0.50 0.11 0.00
EFBI Enterprise Federal Bancorp 203,431 20.61 15.71 64.07 0.17 0.00 0.03
FFWC FFW Corp. 148,892 17.60 12.99 67.24 0.35 0.01 0.00
FFHS First Franklin Corporation 216,508 11.23 19.40 67.30 0.43 0.09 0.10
HHFC Harvest Home Financial Corp. 73,005 45.33 7.70 54.74 0.15 0.00 0.00
MFBC MFB Corp. 210,559 30.47 2.70 65.90 0.16 0.00 0.00
MFFC Milton Federal Financial Corp. 178,289 23.80 10.57 63.08 0.23 0.02 0.00
NBSI North Bancshares. Inc. 119,436 34.86 6.94 55.50 0.17 0.00 0.00
OHSL OHSL Financial Corp. 209,037 20.05 6.91 71.45 0.25 0.00 0.00
SFFC StateFed Financial Corporation 74,181 12.61 0.00 82.23 0.32 0.00 0.00

Average 151,912 24.27 8.58 66.55 0.27 0.02 0.01
Median 163,591 22.20 7.32 66.57 0.24 0.00 0.00
High 216,508 45.33 19.40 82.23 0.50 0.11 0.10
Low 73,005 11.23 0.00 54.74 0.15 0.00 0.00
ALL THRIFTS (335)
Average 2,738,542 14.52 13.95 66.59 0.63 0.63 0.33

MIDWEST THRIFTS (152)
Average 783,533 17.97 9.79 68.35 0.47 0.47 0.15

OHIO THRIFTS (31)
Average 786,279 16.07 8.39 72.04 0.50 0.07 0.18

As a Percent of Total Assets
----------------------------------------------------------------------------------
Interest Interest
Non-Perf. Earning Bearing Capitalized
Other Assets High Risk R.E. Assets Assets Liabilities Loan Servicing
(%) Loan(%) (%) (%) (%) (%)
------------ -------------- ---------- ---------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
SUBJECT
THE MARKET BUILDING &
SAVING COMPANY 1.94 3.45 0.03 97.31 82.56 0.00

COMPARABLE GROUP
CIBI Community Investors Bancorp 1.37 6.33 0.73 96.87 84.55 0.00
EFBI Enterprise Federal Bancorp 2.10 16.98 0.01 99.14 84.33 0.00
FFWC FFW Corp. 2.15 5.62 0.06 95.94 85.67 0.00
FFHS First Franklin Corporation 1.89 13.05 0.50 97.10 89.16 0.00
HHFC Harvest Home Financial Corp. 2.26 6.87 0.20 96.03 79.60 0.00
MFBC MFB Corp. 1.51 1.45 0.05 96.21 78.59 0.00
MFFC Milton Federal Financial Corp. 2.53 6.07 0.40 95.91 78.62 0.00
NBSI North Bancshares. Inc. 2.71 3.59 0.00 95.49 79.11 0.00
OHSL OHSL Financial Corp. 1.59 19.50 0.12 97.14 84.30 0.01
SFFC StateFed Financial Corporation 3.23 28.46 0.53 94.76 78.80 0.00

Average 2.13 10.79 0.26 96.46 82.27 0.00
Median 2.13 6.60 0.16 96.12 81.95 0.00
High 3.23 28.46 0.73 99.14 89.16 0.01
Low 1.37 1.45 0.00 94.76 78.59 0.00
ALL THRIFTS (335)
Average 2.93 14.90 1.34 94.16 86.92 0.34

MIDWEST THRIFTS (152)
Average 2.50 12.10 0.58 94.31 82.80 0.10

OHIO THRIFTS (31)
Average 2.30 15.70 0.47 93.31 83.67 0.04

</TABLE>

138

<PAGE>

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 44
BALANCE SHEET COMPARISON
LIABILITIES AND EQUITY - MOST RECENT QUARTER

As a Percent of Total Assets
----------------------------------------------------------

Total Total Total Total Other Preferred Common
Liabilities Equity Deposits Borrowings Liabilities Equity Equity
($000) ($000) (%) (%) (%) (%) (%)
----------- ---------- ---------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
THE MARKET BUILDING &
SAVING COMPANY 38,727 7,533 82.56 0.00 1.16 - --

COMPARABLE GROUP
CIBI Community Investors Bancorp 73,916 11,869 83.40 2.28 0.48 0.00 13.84
EFBI Enterprise Federal Bancorp 171,961 31,470 68.68 14.75 1.11 0.00 15.47
FFWC FFW Corp. 132,809 16,083 61.88 26.39 0.93 0.00 10.80
FFHS First Franklin Corporation 196,221 20,287 86.99 3.34 0.30 0.00 9.37
HHFC Harvest Home Financial Corp. 60,075 12,930 81.65 0.00 0.64 0.00 17.71
MFBC MFB Corp. 172,868 37,691 73.12 8.31 0.67 0.00 17.90
MFFC Milton Federal Financial Corp. 144,533 33,756 71.49 9.00 0.58 0.00 18.93
NBSI North Bancshares, Inc. 100,922 18,514 63.25 18.21 3.04 0.00 15.50
OHSL OHSL Financial Corp. 183,543 25,494 78.95 8.12 0.74 0.00 12.20
SFFC StateFed Financial Corporation 59,256 14,925 61.56 17.52 0.80 0.00 20.12

Average 129,610 22,302 73.10 10.79 0.93 0.00 15.18
Median 138,671 19,401 72.30 8.66 0.70 0.00 15.49
High 196,221 37,691 86.99 26.39 3.04 0.00 20.12
Low 59,256 11,869 61.56 0.00 0.30 0.00 9.37

ALL THRIFTS (335)
Average 1,194,788 102,068 73.18 12.52 1.46 0.07 12.77
MIDWEST THRIFTS (152)
Average 713,379 70,154 72.12 12.51 1.22 0.02 14.14

OHIO THRIFTS (31)
Average 718,091 68,188 76.66 8.77 1.12 0.07 13.38

FASB 115 Reg. Reg. Reg.
Unrealized Retained Total Tangible Core Tangible Risk-Based
Gain (Loss) Earnings Equity Equity Capital Capital Capital
(%) (%) (%) (%) (%) (%) (%)
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
THE MARKET BUILDING &
SAVING COMPANY 0.85 15.44 16.28 15.44 15.44 15.44 48.85

COMPARABLE GROUP
CIBI Community Investors Bancorp (0.00) 7.68 13.84 13.84 11.86 11.86 24.41
EFBI Enterprise Federal Bancorp 0.09 6.56 15.47 15.44 NA NA 26.64
FFWC FFW Corp. 0.17 5.12 10.80 10.80 7.83 7.83 15.21
FFHS First Franklin Corporation (0.04) 3.80 9.37 9.28 6.45 6.45 14.87
HHFC Harvest Home Financial Corp. 0.17 6.03 17.71 17.71 NA NA NA
MFBC MFB Corp. (0.16) 9.74 17.90 17.90 NA NA 37.61
MFFC Milton Federal Financial Corp. (0.06) 8.56 18.93 18.93 14.69 14.69 33.82
NBSI North Bancshares, Inc. (0.63) 9.05 15.50 15.50 14.45 14.45 44.11
OHSL OHSL Financial Corp. (0.09) 6.52 12.20 12.20 9.93 9.93 20.64
SFFC StateFed Financial Corporation 0.02 8.72 20.12 20.12 13.92 13.92 24.35

Average (0.05) 7.18 15.18 15.17 11.30 11.30 26.85
Median (0.02) 7.12 15.49 15.47 11.86 11.86 24.41
High 0.17 9.74 20.12 20.12 14.69 14.69 44.11
Low (0.63) 3.80 9.37 9.28 6.45 6.45 14.87

ALL THRIFTS (335)
Average (0.01) 6.46 12.84 12.70 10.65 10.52 23.26

MIDWEST THRIFTS (152)
Average (0.02) 7.26 14.16 14.03 11.54 11.48 24.40

OHIO THRIFTS (31)
Average 0.03 6.81 13.45 13.51 11.22 11.42 22.80

</TABLE>

139
<PAGE>

KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 45
INCOME AND EXPENSE COMPARISON
TRAILING FOUR QUARTERS
($000)

Net Gain Total Goodwill Net
Interest Interest Interest Provision (Loss) Non-Int. & Intang Real Est.
Income Expense Income for Loss on Sale Income Amts. Expense
-------- -------- -------- --------- ------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
THE MARKET BUILDING
& SAVING COMPANY 3,275 1,788 1,487 13 0 8 0 0

COMPARABLE GROUP
CIBI Community Investors Bancorp 6,651 3,668 2,983 149 65 148 0 54
EFBI Enterprise Federal Bancorp 14,103 8,410 5,693 30 1,052 108 30 (39)
FFWC FFW Corp. 10,804 6,638 4,166 54 (168) 455 0 (1)
FFHS First Franklin Corporation 15,238 9,598 5,640 56 31 388 5 3
HHFC Harvest Home Financial Corp. 4,954 2,752 2,202 6 0 52 0 0
MFBC MFB Corp. 13,393 7,635 5,758 30 58 318 0 0
MFFC Milton Federal Financial Corp. 12,265 6,448 5,817 72 214 231 0 2
NBSI North Bancshares. Inc. 7,957 4,367 3,590 24 85 173 0 0
OHSL OHSL Financial Corp. 15,616 8,915 6,701 8 19 319 0 0
SFFC StateFed Financial Corporation 5,658 3,129 2,529 24 0 57 0 (220)

Average 10,664 6,156 4,508 45 136 225 4 (20)
Median 11,535 6,543 4,903 30 45 202 0 0
High 15,616 9,598 6,701 149 1,052 455 30 54
Low 4,954 2,752 2,202 6 (168) 52 0 (220)

ALL THRIFTS (335)
Average 96,561 59,670 36,891 2,733 2,602 6,410 598 691

MIDWEST THRIFTS (152)
Average 56,685 34,405 22,280 576 575 4,434 328 (91)

OHIO THRIFTS (31)
Average 58,801 36,781 22,021 261 511 3,056 187 (16)

Net Net Inc.
Total Non- Income Before
Non-Int. Recurring Before Income Extraord Extraord Net Core
Expense Expense Taxes Taxes Items Items Income Income
--------- --------- ------ ------ -------- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
THE MARKET BUILDING
& SAVING COMPANY 882 0 600 208 392 0 392 392

COMPARABLE GROUP
CIBI Community Investors Bancorp 1,749 0 1,298 443 855 0 855 813
EFBI Enterprise Federal Bancorp 3,740 0 3,083 1,069 2,014 0 2,014 1,331
FFWC FFW Corp. 2,449 51 1,899 613 1,286 0 1,286 1,428
FFHS First Franklin Corporation 4,042 0 1,961 645 1,316 0 1,316 1,297
HHFC Harvest Home Financial Corp. 1,404 0 844 286 558 0 558 558
MFBC MFB Corp. 3,758 0 2,346 935 1,411 0 1,411 1,373
MFFC Milton Federal Financial Corp. 3,563 0 2,627 900 1,727 0 1,727 1,588
NBSI North Bancshares. Inc. 2,796 0 1,028 372 656 0 656 600
OHSL OHSL Financial Corp. 4,155 0 2,911 998 1,913 0 1,913 1,878
SFFC StateFed Financial Corporation 1,262 0 1,300 454 847 0 847 847

Average 2,892 5 1,930 672 1,258 0 1,258 1,171
Median 3,180 0 1,930 629 1,301 0 1,301 1,314
High 4,155 51 3,083 1,069 2,014 0 2,014 1,878
Low 1,262 0 844 286 558 0 558 558

ALL THRIFTS (335)
Average 25,700 657 16,866 6,283 10,583 (27) 10,555 9,284

MIDWEST THRIFTS (152)
Average 15,362 1,003 10,382 3,631 6,751 (8) 6,742 7,007

OHIO THRIFTS (31)
Average 13,323 4,678 7,352 2,509 4,843 0 4,843 7,534

</TABLE>

140

<PAGE>

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 46
INCOME AND EXPENSE COMPARISON
AS A PERCENTAGE OF AVERAGE ASSETS
TRAILING FOUR QUARTERS

Net Gain Total Goodwill Net
Interest Interest Interest Provision (Loss) Non-Int. & Intang Real Est.
Income Expense Income for Loss on Sale Income Amts. Expense
(%) (%) (%) (%) (%) (%) (%) (%)
-------- ------- -------- --------- ------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
THE MARKET BUILDING
& SAVING COMPANY 7.14 3.90 3.24 0.03 0.00 0.02 0.00 0.00

COMPARABLE GROUP
CIBI Community Investors Bancorp 7.82 4.31 3.51 0.18 0.08 0.17 0.00 0.06
EFBI Enterprise Federal Bancorp 7.21 4.30 2.91 0.02 0.54 0.06 0.02 (0.02)
FFWC FFW Corp. 7.60 4.67 2.93 0.04 (0.12) 0.32 0.00 (0.00)
FFHS First Franklin Corporation 7.21 4.54 2.67 0.03 0.01 0.18 0.00 0.00
HHFC Harvest Home Financial Corp. 7.06 3.92 3.14 0.01 0.00 0.07 0.00 0.00
MFBC MFB Corp. 6.95 3.96 2.99 0.02 0.03 0.16 0.00 0.00
MFFC Milton Federal Financial Corp. 7.42 3.90 3.52 0.04 0.13 0.14 0.00 0.00
NBSI North Bancshares. Inc. 7.10 3.90 3.20 0.02 0.08 0.15 0.00 0.00
OHSL OHSL Financial Corp. 7.75 4.42 3.32 0.00 0.01 0.16 0.00 0.00
SFFC StateFed Financial Corporation 7.86 4.35 3.51 0.03 0.00 0.08 0.00 (0.31)

Average 7.40 4.23 3.17 0.04 0.08 0.15 0.00 (0.03)
Median 7.32 4.31 3.17 0.02 0.02 0.16 0.00 0.00
High 7.86 4.67 3.52 0.18 0.54 0.32 0.02 0.06
Low 6.95 3.90 2.67 0.00 (0.12) 0.06 0.00 (0.31)

ALL THRIFTS (335)
Average 7.41 4.21 3.20 0.12 0.11 0.44 0.02 0.01

MIDWEST THRIFTS (152)
Average 7.41 4.22 3.19 0.08 0.10 0.41 0.01 (0.01)

OHIO THRIFTS (31)
Average 7.57 4.25 3.33 0.05 0.10 0.26 0.02 0.00

Net Net Inc.
Total Non- Income Before
Non-Int. Recurring Before Income Extraord Extraord Net Core
Expense Expense Taxes Taxes Items Items Income Income
(%) (%) (%) (%) (%) (%) (%) (%)
------- --------- ------- ------ -------- -------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
THE MARKET BUILDING
& SAVING COMPANY 1.92 0.00 1.30 0.45 0.85 0.00 0.85 0.85

COMPARABLE GROUP
CIBI Community Investors Bancorp 2.06 0.00 1.53 0.52 1.01 0.00 1.01 0.96
EFBI Enterprise Federal Bancorp 1.91 0.00 1.58 0.55 1.03 0.00 1.03 0.68
FFWC FFW Corp. 1.72 0.04 1.34 0.43 0.90 0.00 0.90 1.00
FFHS First Franklin Corporation 1.91 0.00 0.93 0.30 0.62 0.00 0.62 0.61
HHFC Harvest Home Financial Corp. 2.00 0.00 1.20 0.41 0.80 0.00 0.80 0.80
MFBC MFB Corp. 1.95 0.00 1.22 0.48 0.73 0.00 0.73 0.71
MFFC Milton Federal Financial Corp. 2.16 0.00 1.59 0.54 1.04 0.00 1.04 0.96
NBSI North Bancshares. Inc. 2.50 0.00 0.92 0.33 0.59 0.00 0.59 0.54
OHSL OHSL Financial Corp. 2.06 0.00 1.44 0.50 0.95 0.00 0.95 0.93
SFFC StateFed Financial Corporation 1.75 0.00 1.81 0.63 1.18 0.00 1.18 1.18

Average 2.00 0.00 1.35 0.47 0.88 0.00 0.88 0.84
Median 1.98 0.00 1.39 0.49 0.93 0.00 0.93 0.86
High 2.50 0.04 1.81 0.63 1.18 0.00 1.18 1.18
Low 1.72 0.00 0.92 0.30 0.59 0.00 0.59 0.54

ALL THRIFTS (335)
Average 2.29 0.02 1.33 0.47 0.86 0.00 0.86 0.80

MIDWEST THRIFTS (152)
Average 2.20 0.02 1.42 0.50 0.92 (0.00) 0.92 0.86

OHIO THRIFTS (31)
Average 2.21 0.05 1.40 0.47 0.93 0.00 0.93 0.88

</TABLE>

141

<PAGE>

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 47
YIELDS, COSTS AND EARNINGS RATIOS
TRAILING FOUR QUARTERS

Yield on Cost of Net Net
Int. Earning Int. Bearing Interest Interest Core Core
Assets Liabilities Spread Margin* ROAA ROAA ROAE ROAE
(%) (%) (%) (%) (%) (%) (%) (%)
------------ ------------ -------- -------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
THE MARKET BUILDING
& SAVING COMPANY 7.30 4.70 2.60 3.31 0.85 0.85 5.36 5.36

CIBI Community Investors Bancorp 8.02 5.08 2.94 3.60 1.01 0.96 6.98 6.63
EFBI Enterprise Federal Bancorp 7.34 5.35 1.99 2.96 1.03 0.68 5.52 3.65
FFWC FFW Corp. 7.82 5.42 2.40 3.01 0.90 1.00 8.07 8.96
FFHS First Franklin Corporation 7.41 5.06 2.35 2.74 0.62 0.61 6.56 6.47
HHFC Harvest Home Financial Corp. 7.21 4.85 2.36 3.20 0.80 0.80 4.31 4.31
MFBC MFB Corp. 7.12 5.02 2.10 3.06 0.73 0.71 3.69 3.59
MFFC Milton Federal Financial Corp. 7.62 5.04 2.58 3.61 1.04 0.96 4.80 4.41
NBSI North Bancshares, Inc. 7.24 4.97 2.27 3.27 0.59 0.54 3.19 2.92
OHSL OHSL Financial Corp. 7.91 5.15 2.76 3.39 0.95 0.93 7.55 7.41
SFFC StateFed Financial Corporation 8.28 5.54 2.74 3.70 1.18 1.18 5.80 5.80

Average 7.60 5.15 2.45 3.25 0.89 0.84 5.65 5.42
Median 7.52 5.07 2.38 3.24 0.93 0.87 5.66 5.11
High 8.28 5.54 2.94 3.70 1.18 1.18 8.07 8.96
Low 7.12 4.85 1.99 2.74 0.59 0.54 3.19 2.92

ALL THRIFTS (335)
Average 7.72 4.91 2.82 3.34 0.86 0.80 8.13 7.24

MIDWEST THRIFTS (152)
Average 7.70 5.00 2.70 3.32 0.92 0.86 7.75 7.07

OHIO THRIFTS (31)
Average 7.86 4.99 2.87 3.45 0.93 0.88 7.90 7.66

* Based on average interest-earning assets.

</TABLE>

142

<PAGE>

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 48
DIVIDENDS, RESERVES AND SUPPLEMENTAL DATA
<TABLE>
<CAPTION>

DIVIDENDS
--------------------------------------------
12 Month 12 Month
12 Month Common Current Dividend
Preferred Div./ Dividend Payout
Dividends Share Yield Ratio
($000) ($) (%) (%)
--------- -------- -------- --------
<S> <C> <C> <C> <C>
SUBJECT
THE MARKET BUILDING
& SAVING COMPANY NA NA NA NA

COMPARABLE GROUP
CIBI Community Investors Bancorp 0 0.12 2.67 9.52
EFBI Enterprise Federal Bancorp 0 3.00 0.00 300.00
FFWC FFW Corp. 0 0.48 3.00 28.24
FFHS First Franklin Corporation 0 0.29 2.21 27.10
HHFC Harvest Home Financial Corp. 0 0.39 3.33 60.94
MFBC MFB Corp. 0 0.00 1.63 0.00
MFFC Milton Federal Financial Corp. 0 1.37 4.52 187.67
NBSI North Bancshares, Inc. 0 0.20 2.46 36.36
OHSL OHSL Financial Corp. 0 0.72 3.90 47.37
SFFC StateFed Financial Corporation 0 0.40 2.62 38.46

Average 0 0.70 2.63 73.57
Median 0 0.40 2.65 37.41
High 0 3.00 4.52 300.00
Low 0 0.00 0.00 0.00

ALL THRIFTS (335)
Average 362 0.26 1.39 22.38

MIDWEST THRIFTS (152)
Average 46 0.38 1.85 35.21

OHIO THRIFTS (31)
Average 0 0.25 1.40 18.60

RESERVES AND SUPPLEMENTAL DATA - MOST RECENT PERIOD
------------------------------------------------------------------------------------
Net
Reserves/ Reserves/ Chargeoffs/ Provisions/ 1 Year Total
Gross Non-Perf. Average Net Repricing Effective Assets/
Loans Assets Loans Chargeoffs Gap Tax Rate Employee
(%) (%) (%) (%) (%) (%) ($000)
--------- --------- ----------- ----------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
THE MARKET BUILDING
& SAVING COMPANY 0.23 346.67 0.00 NM NA 34.67 7,710

COMPARABLE GROUP
CIBI Community Investors Bancorp 0.68 69.06 0.27 102.33 NA 38.32 NA
EFBI Enterprise Federal Bancorp 0.27 NM 0.00 NM NA 34.13 NA
FFWC FFW Corp. 0.52 620.00 0.09 163.64 11.64 32.99 4,024
FFHS First Franklin Corporation 0.63 84.85 0.04 133.33 NA 33.06 4,419
HHFC Harvest Home Financial Corp. 0.28 75.00 NA NA NA 34.30 NA
MFBC MFB Corp. 0.24 NA NA NA NA 39.69 NA
MFFC Milton Federal Financial Corp. 0.36 56.05 0.00 NM NA 34.13 3,962
NBSI North Bancshares, Inc. 0.31 NM 0.00 NM NA 36.36 3,732
OHSL OHSL Financial Corp. 0.35 206.77 0.00 NM NA 35.26 3,604
SFFC StateFed Financial Corporation 0.38 NA 0.00 NM NA 34.82 NA

Average 0.40 185.29 0.05 133.10 11.64 35.31 3,948
Median 0.36 79.93 0.00 133.33 11.64 34.56 3,962
High 0.68 620.00 0.27 163.64 11.64 39.69 4,419
Low 0.24 56.05 0.00 102.33 11.64 32.99 3,604

ALL THRIFTS (335)
Average 0.67 89.89 0.11 108.29 -0.29 24.57 3,984

MIDWEST THRIFTS (152)
Average 0.69 154.64 0.08 187.31 -1.16 35.20 3,839

OHIO THRIFTS (31)
Average 0.68 117.76 0.08 255.76 -2.60 34.42 3,794

</TABLE>

143

<PAGE>

KELLER & COMPANY
Columbus, Ohio
614-766-1426

EXHIBIT 49
COMPARABLE GROUP MARKET, PRICING AND FINANCIAL RATIOS
Stock Prices as of August 2,1996

Market Data Pricing Ratios
------------------------------------- ----------------------------------------------------
Book Price/ Price/ Price/
Market Price/ 12 Mo. Value Price/ Book Price/ Tang. Core
Value Share EPS /Share Earnings Value Assets Bk. Val. Earnings
($M) ($) ($) ($) (X) (%) (%) (%) (%)
------ ------ ------ ------ -------- ------ ------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THE MARKET BUILDING & SAVING COMPANY
APPRAISED VALUE- MIDPOINT 10.10 10.00 0.56 15.83 17.78 63.18 18.06 63.18 17.78
Minimum of range 8.59 10.00 0.63 17.09 15.90 58.52 15.77 58.52 15.90
Maximum of range 11.62 10.00 0.51 14.90 19.48 67.13 20.23 67.13 19.48
Superrange maximum 13.36 10.00 0.47 14.09 21.24 70.99 22.58 70.99 21.24

ALL THRIFTS (335)
Average 122.76 17.22 1.40 16.76 16.42 106.18 12.77 109.33 17.61
Median 35.46 15.75 1.25 16.14 13.34 99.79 11.18 101.81 14.66

OHIO THRIFTS (31)
Average 73.93 17.88 1.39 19.46 15.95 94.40 12.60 95.85 18.30
Median 46.99 16.56 1.33 18.18 15.40 94.87 10.84 95.00 16.67

COMPARABLE GROUP (10)
Average 19.07 15.25 1.02 17.53 16.33 86.75 13.07 86.85 17.54
Median 17.50 14.88 1.02 17.17 14.21 86.38 13.96 86.38 15.91

COMPARABLE GROUP
CIBI Community Investors Bancorp 10.52 15.00 1.26 16.93 11.90 88.60 12.26 88.60 12.61
EFBI Enterprise Federal Bancorp 28.45 13.75 1.00 15.09 13.75 91.12 14.09 91.30 20.83
FFWC FFW Corp. 14.78 20.00 1.70 21.76 11.76 91.91 9.93 91.91 10.58
FFHS First Franklin Corporation 16.90 14.50 1.07 17.41 13.55 83.29 7.80 84.16 13.81
HHFC Harvest Home Financial Corp. 10.74 12.00 0.64 14.44 18.75 83.10 14.71 83.10 18.75
MFBC MFB Corp. 29.12 14.75 0.71 19.09 20.77 77.27 13.83 77.27 21.38
MFFC Milton Federal Financial Corp. 25.98 11.50 0.73 14.91 15.75 77.13 14.60 77.13 17.16
NBSI North Bancshares, Inc. 18.10 16.25 0.55 16.62 29.55 97.77 15.15 97.77 32.50
OHSL OHSL Financial Corp. 23.74 19.50 1.52 20.94 12.83 93.12 11.36 93.12 13.09
SFFC StateFed Financial Corporation 12.41 15.25 1.04 18.12 14.66 84.16 16.93 84.16 14.66

Dividends Financial Ratios
---------------------------- ----------------------------
Div./ Dividend Payout Equity/
Share Yield Ratio Assets ROA ROE
($) (%) (%) (%) (%) (%)
----- -------- ------ ------- --- ---
<S> <C> <C> <C> <C> <C> <C>
THE MARKET BUILDING & SAVING COMPANY
APPRAISED VALUE- MIDPOINT 0.00 0.00 0.00 28.58 1.02 3.55

Minimum of range 0.00 0.00 0.00 26.95 0.99 3.68
Maximum of range 0.00 0.00 0.00 30.13 1.04 3.45
Superrange maximum 0.00 0.00 0.00 31.81 1.06 3.34

ALL THRIFTS (335)
Average 0.41 1.89 32.57 12.84 0.86 8.13
Median 0.35 2.00 23.11 10.31 0.90 7.40

OHIO THRIFTS (31)
Average 0.26 1.40 19.38 13.40 0.73 6.09
Median 0.22 1.91 18.23 10.41 0.70 6.32

COMPARABLE GROUP (10)
Average 0.70 2.63 73.57 15.18 0.89 5.65
Median 0.40 2.65 37.41 15.49 0.93 5.66

COMPARABLE GROUP
CIBI Community Investors Bancorp 0.12 2.67 9.52 13.84 1.01 6.98
EFBI Enterprise Federal Bancorp 3.00 0.00 300.00 15.47 1.03 5.52
FFWC FFW Corp. 0.48 3.00 28.24 10.80 0.90 8.07
FFHS First Franklin Corporation 0.29 2.21 27.10 9.37 0.62 6.56
HHFC Harvest Home Financial Corp. 0.39 3.33 60.94 17.71 0.80 4.31
MFBC MFB Corp. 0.00 1.63 0.00 17.90 0.73 3.69
MFFC Milton Federal Financial Corp. 1.37 4.52 187.67 18.93 1.04 4.80
NBSI North Bancshares, Inc. 0.20 2.46 36.36 15.50 0.59 3.19
OHSL OHSL Financial Corp. 0.72 3.90 47.37 12.20 0.95 7.55
SFFC StateFed Financial Corporation 0.40 2.62 38.46 20.12 1.18 5.80

</TABLE>

144

<PAGE>

EXHIBIT 50
KELLER & COMPANY
Columbus, Ohio
614-766-1426

VALUATION ANALYSIS AND CONCLUSIONS

MARKET FINANCIAL CORPORATION/THE MARKET BUILDING & SAVING CO.
Stock Prices as of August 2, 1996

Valuation assumptions: Comparable Group All Thrifts
----------------- ----------------
Symbol Value Average Median Average Median
------ ----- ------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
Post conv. price to earnings P/E 17.78 16.33 14.21 16.42 13.34
Post conv. price to book value P/B 63.18% 86.75% 86.38% 106.18% 99.79%
Post conv. price to assets P/A 18.06% 13.07% 13.96% 12.77% 11.18%
Post conv. price to core earnings P/E 17.78 17.54 15.91 17.61 14.86
Pre conversion earnings ($) Y $ 392,000 For the twelve months ended June 30,1996.
Preconversion book value ($) B $ 7,533,000 At June 30, 1996.
Pre conversion assets ($) A $46,260,000 At June 30, 1996.
Pre conversion core earnings ($) $ 392,000 For the twelve months ended June 30, 1996.
Conversion expense ($) X $ 435,000
Proceeds not reinvested ($) Z $ 808,000
ESOP borrowings ($) E $ 808,000
ESOP cost of borrowings, net(%) S 6.11%
ESOP term of borrowings (yrs.) T 8
RRP amount ($) M $ 404,000
RRP expense ($) N $ 80,800
Tax rate (%) TAX 34.00%
Investment rate of return, net (%) R 3.90%
Investment rate of return, pretax (%) 5.91%

</TABLE>

FORMULAE TO INDICATE VALUE AFTER CONVERSION:

1. P/E method: Value = P/E(Y-R(X+Z)-ES-(1-TAX)E/T-(1-TAX)N))
------------------------------------- = $ 10,098,278
1-(P/E)R

2. P/B method: Value = P/B(B-X-E-M)
------------ = $ 10,101,137
1-P/B

3. P/A method: Value = P/A(A-X)
-------- = $ 10,099,364
1-P/A

VALUATION CORRELATION AND CONCLUSIONS:

Number of Price TOTAL
Shares Per Share VALUE
--------- --------- -----------
APPRAISED VALUE - MIDRANGE 1,010,000 $10.00 $10,100,000

Minimum - 85% of midrange 858,500 $10.00 $ 8,585,000
Maximum - 115% of midrange 1,161,500 $10.00 $11,615,000
Superrange- 115% of maximum 1,335,725 $10.00 $13,357,250

145

<PAGE>

EXHIBIT 51

KELLER & COMPANY
Columbus, Ohio
614-766-1426

PROJECTED EFFECT OF CONVERSION PROCEEDS
Market Financial Corporation/The Market Building & Saving Co.
At the MINIMUM of the Range

<TABLE>
<CAPTION>
<S> <C> <C>
1. GROSS CONVERSION PROCEEDS

Minimum market value $ 8,585,000
Less: Estimated conversion expenses 417,000

Net conversion proceeds $ 8,168,000

2. GENERATION OF ADDITIONAL INCOME

Net conversion proceeds $ 8,168,000
Less: Proceeds not invested (1) 686,800
Total conversion proceeds invested $ 7,481,200

Investment rate 3.90%

Earnings increase - return on proceeds invested $ 291,812
Less: Estimated cost of ESOP borrowings 41,963
Less: Amortization of ESOP borrowings, net of taxes 56,661
Less: RRP expense, net of taxes 45,329

Net earnings increase $ 147,858

3. COMPARATIVE EARNINGS
Regular Core
------- ----
Before conversion - 12 months ended 06/30/96 $ 392,000 392,000
Net earnings increase 147,858 147,858
After conversion $ 539,858 539,858

4. COMPARATIVE NET WORTH (2)

Before conversion - 06/30/96 $ 7,533,000
Conversion proceeds 7,137,800
After conversion $ 14,670,800

5. COMPARATIVE NET ASSETS

Before conversion - 06/30/96 $46,260,000
Conversion proceeds 8,168,000
After conversion $54,428,000

</TABLE>

(1) Represents ESOP borrowings.
(2) ESOP borrowings and RRP are omitted from net worth.

146

<PAGE>

EXHIBIT 52
KELLER & COMPANY
Columbus, Ohio
614-766-1426

PROJECTED EFFECT OF CONVERSION PROCEEDS
Market Financial Corporation/The Market Building & Saving Co.
At the MIDPOINT of the Range

<TABLE>
<CAPTION>
<S> <C> <C>
1. GROSS CONVERSION PROCEEDS

Midpoint market value $ 10,100,000
Less: Estimated conversion expenses 435,000

Net conversion proceeds $ 9,665,000

2. GENERATION OF ADDITIONAL INCOME

Net conversion proceeds $ 9,665,000
Less: Proceeds not invested (1) 808,000
Total conversion proceeds invested $ 8,857,000

Investment rate of return 3.90%

Earnings increase - return on proceeds invested $ 345,476
Less: Estimated cost of ESOP borrowings 49,369
Less: Amortization of ESOP borrowings, net of taxes 66,660
Less: RRP expense, net of taxes 53,328

Net earnings increase $ 176,119

3. COMPARATIVE EARNINGS
Regular Core
------- ----
Before conversion - 12 months ended 06/30/96 $ 392,000 392,000
Net earnings increase 176,119 176,119
After conversion $ 568,119 568,119

4. COMPARATIVE NET WORTH (2)

Before conversion - 06/30/96 $ 7,533,000
Conversion proceeds 8,453,000
After conversion $ 15,986,000

5. COMPARATIVE NET ASSETS

Before conversion - 06/30/96 $ 46,260,000
Conversion proceeds 9,665,000
After conversion $ 55,925,000

</TABLE>

(1) Represents ESOP borrowings.
(2) ESOP borrowings and RRP are omitted from net worth.

147

<PAGE>

EXHIBIT 53

KELLER & COMPANY
Columbus, Ohio
614-766-1426

PROJECTED EFFECT OF CONVERSION PROCEEDS
Market Financial Corporation/The Market Building & Saving Co.
At the MAXIMUM of the Range

<TABLE>
<CAPTION>
<S> <C> <C>
1. GROSS CONVERSION PROCEEDS

Maximum market value $11,615,000
Less: Estimated conversion expenses 453,000

Net conversion proceeds $11,162,000

2. GENERATION OF ADDITIONAL INCOME

Net conversion proceeds $11,162,000
Less: Proceeds not invested (1) 929,200
Total conversion proceeds invested $10,232,800

Investment rate 3.90%

Earnings increase - return on proceeds invested $ 399,141
Less: Estimated cost of ESOP borrowings 56,774
Less: Amortization of ESOP borrowings, net of taxes 76,659
Less: RRP expense, net of taxes 61,327

Net earnings increase $ 204,380

3. COMPARATIVE EARNINGS
Regular Core
------- ----
Before conversion - 12 months ended 06/30/96 $ 392,000 392,000
Net earnings increase 204,380 204,380
After conversion $ 596,380 596,380

4. COMPARATIVE NET WORTH (2)

Before conversion - 06/30/96 $ 7,533,000
Conversion proceeds 9,768,200
After conversion $17,301,200

5. COMPARATIVE NET ASSETS

Before conversion - 06/30/96 $46,260,000
Conversion proceeds 11,162,000
After conversion $57,422,000

</TABLE>

(1) Represents ESOP borrowings.
(2) ESOP borrowings and RRP are omitted from net worth.

148

<PAGE>

EXHIBIT 54

KELLER & COMPANY
Columbus, Ohio
614-766-1426

PROJECTED EFFECT OF CONVERSION PROCEEDS
Market Financial Corporation/The Market Building & Saving Co.
At the SUPERRANGE Maximum

<S> <C> <C>
1. GROSS CONVERSION PROCEEDS

Superrange market value $13,357,250
Less: Estimated conversion expenses 473,000

Net conversion proceeds $12,884,250

2. GENERATION OF ADDITIONAL INCOME

Net conversion proceeds $12,884,250
Less: Proceeds not invested (1) 1,068,580
Total conversion proceeds invested $11,815,670

Investment rate 3.90%

Earnings increase - return on proceeds invested $ 460,882
Less: Estimated cost of ESOP borrowings 65,290
Less: Amortization of ESOP borrowings, net of taxes 88,158
Less: RRP expense, net of taxes 70,526

Net earnings increase $ 236,908

3. COMPARATIVE EARNINGS
Regular Core
------- ----
Before conversion - 12 months ended 06/30/96 $ 392,000 392,000
Net earnings increase 236,908 236,908
After conversion $ 628,908 628,908

4. COMPARATIVE NET WORTH (2)

Before conversion - 06/30/96 $ 7,533,000
Conversion proceeds 11,281,380
After conversion $18,814,380

5. COMPARATIVE NET ASSETS

Before conversion - 06/30/96 $46,260,000
Conversion proceeds 12,884,250
After conversion $59,144,250

</TABLE>

(1) Represents ESOP borrowings.
(2) ESOP borrowings and RRP are omitted from net worth.

149
<PAGE>

EXHIBIT 55

KELLER & COMPANY
Columbus, Ohio
614-766-1426

SUMMARY OF VALUATION PREMIUM OR DISCOUNT

Premium or (discount)
from comparable group.
------------------------
Market Average Median
------ ------- ------

MIDPOINT:
Price/earnings 17.78x 8.88% 25.15%
Price/book value 63.18% * (27.16)% (26.85)%
Price/assets 18.06% 38.21% 29.36%
Price/tangible book value 63.18% (27.26)% (26.86)%
Price/core earnings 17.78x 1.37% 11.73%

MINIMUM OF RANGE:
Price/earnings 15.90x (2.60)% 11.95%
Price/book value 58.52% * (32.54)% (32.26)%
Price/assets 15.77% 20.72% 12.99%
Price/tangible book value 58.52% (32.62)% (32.26)%
Price/core earnings 15.90x (9.32)% (0.05)%

MAXIMUM OF RANGE:
Price/earnings 19.48x 19.29% 37.11%
Price/book value 67.13% * (22.61)% (22.28)%
Price/assets 20.23% 54.81% 44.90%
Price/tangible book value 67.13% (22.70)% (22.28%)
Price/core earnings 19.48x 11.06% 22.41%

SUPER MAXIMUM OF RANGE:
Price/earnings 21.24x 30.08% 49.52%
Price/book value 70.99% * (18.16)% (17.81)%
Price/assets 22.58% 72.85% 61.78%
Price/tangible book value 70.99% (18.26)% (17.81)%
Price/core earnings 21.24x 21.11% 33.49%

* Represents pricing ratio associated with primary valuation method.

150

<PAGE>

EXHIBIT A

KELLER & COMPANY, INC.
555 METRO PLACE NORTH
SUITE 524
DUBLIN, OHIO 43017
(614) 766-1426
(614) 766-1459 FAX

PROFILE OF THE FIRM

KELLER & COMPANY, INC. is a full service consulting firm to financial
institutions, serving clients throughout the United States from its offices in
Columbus, Ohio. The firm consults primarily in the areas of regulatory and
compliance matters, financial analysis and strategic planning, stock valuation
and appraisal, mergers and acquisitions, mutual to stock conversions,
conversion/mergers and branching. Since its inception in 1985, KELLER & COMPANY
has provided a wide range of consulting services to over 80 financial
institutions including thrifts, banks, mortgage companies and holding companies.
KELLER & COMPANY is an affiliate member of the Community Bankers of America, the
Ohio League of Financial institutions, and the Tri State League of Financial
Institutions.

Each of the firm's senior consultants has over fifteen years front line
experience and accomplishment in various areas of the thrift, banking, and real
estate industries. Each consultant provides to clients distinct and diverse
areas of expertise. Specific services and projects have included charter and
insurance applications, market studies, institutional mergers and acquisitions,
branch sales and acquisitions, operations and performance analyses, business
plans, strategic planning, financial projection and modeling, stock valuation,
fairness opinions, capital plans, policy development and revision, lending,
underwriting and investment criteria, data processing and management information
systems, and incentive compensation programs.

It is the goal of KELLER & COMPANY to provide specific and ongoing services that
are pertinent and responsive to the needs of the individual client institution
within the changing industry environment, and to offer those services at
reasonable fees on a timely basis. in recent years, KELLER & COMPANY has become
one of the leading consulting firms in the nation.

CONSULTANTS IN THE FIRM

MICHAEL R. KELLER has over eighteen years experience as a consultant to the
financial institution industry. immediately following his graduation from
college, he was employed by the Ohio Division of Savings and Loan Associations,
working for two years in the northeastern Ohio district as an examiner of thrift
institutions before pursuing graduate studies at the Ohio State University.

Mr. Keller later worked as an associate for a management consulting firm
specializing in services to thrift institutions. During his eight years with
the firm, he specialized in mergers and acquisitions, branch acquisitions and
sales, branch feasibility studies, stock valuations, charter applications, and
site selection analyses. By the time of his departure, he had attained the
position of Vice President, with experience in almost all facets of thrift
operations.

151

<PAGE>

Prior to forming Keller & Company, Mr. Keller also worked as a senior consultant
in a larger consulting firm. in that position, he broadened his activities and
experience, becoming more involved with institutional operations, business and
strategic planning, regulatory policies and procedures, conversion appraisals,
and fairness opinions. Mr. Keller established the firm in November, 1985 to
better serve the needs of the financial institution industry.

Mr. Keller graduated from Wooster College with a B.A. in Economics in 1972, and
later received an M.B.A. in Finance in 1976 from the Ohio State University where
he took courses in corporate stock valuations.

JOHN A. SHAFFER has over twenty years experience in banking, finance, real
estate lending, and development.

From 1971 to 1974, Mr. Shaffer was employed by a large real estate investment
trust as a lending officer, specializing in construction and development loans.
By 1974, having gained experience in loan underwriting, management and workout,
he joined Chemical Bank of New York and was appointed Vice President for Loan
Administration of Chemical Mortgage Company in Columbus, Ohio. At Chemical, he
managed all commercial and residential loan servicing, administering a portfolio
in excess of $1 billion. His responsibilities also included the analysis,
management and workout of problem commercial loans and properties, and the
structuring, negotiation, acquisition and sale of loan servicing and mortgage
and equity securities.

Mr. Shaffer later formed an independent real estate and financial consulting
firm, serving corporate and institutional clients, and also investing in and
developing real estate. His primary activities have included the planning,
analysis, financing, implementation, and administration of real estate projects,
as well as financial projection and modeling, cost and profit analysis, loan
management, budgeting, cash flow management and project design.

Mr. Shaffer graduated from Syracuse University in 1965 with a B.S. in Business
Administration, later receiving an M.B.A. in Finance and a Ph.D. in Economics
from New York University.

JOHN S. KORTING has eighteen years experience in the financial institution
industry working in such areas as data processing, software design, strategic
planning, productivity improvement, cash management, incentive compensation
planning, asset and liability management and organizational planning.

Mr. Korting began his career with Huntington Bank, Columbus, Ohio, in 1976 as
manager of the accounting department in the Bank's operations area, focusing on
system analysis for automated teller machines and electronic funds transfer.
Mr. Korting then became a system engineer with Electronic Data Systems, Dallas,
Texas, providing computer programming and implementation support. He then
served as a senior consultant with two big eight accounting firms, Deloitte &
Touche and Price Waterhouse. He worked on a wide variety of financial
institution projects, including strategic planning, Office of Thrift Supervision
business plans, financial analysis, computer, installations, computerized
financial modeling, and bank operations.

John Korting graduated from the Ohio State University with a B.S. in Accounting
and Computer Science in 1976.

152

<PAGE>

EXHIBIT B

RB2O

CERTIFICATION

I hereby certify that I have not been the subject of any criminal, civil or
administrative judgments, consents, undertakings or orders, or any past or
ongoing indictments, formal investigations, examinations, or administrative
proceedings (excluding routine or customary audits, inspections and
investigations) issued by any federal or state court, any department,
agency, or commission of the U.S. Government, any state or municipality,
any self- regulatory trade or professional organization, or any foreign
government or governmental entity, which involve:

(i) commission of a felony, fraud, moral turpitude, dishonesty or
breach of trust;

(ii) violation of securities or commodities laws or regulations;

(iii) violation of depository institution laws or regulations;

(iv) violation of housing authority laws or regulations;

(v) violation of the rules, regulations, codes of conduct or ethics
of a self- regulatory trade or professional organization;

(vi) adjudication of bankruptcy or insolvency or appointment of a
receiver, conservator, trustee, referee, or guardian.

I hereby certify that the statements l have made herein are true, complete, and
correct to the best of my knowledge and belief.

Conversion Appraiser

- ----------------------- ----------------------------------
Date Michael R. Keller

153

<PAGE>

EXHIBIT C

AFFIDAVIT OF INDEPENDENCE
-------------------------

STATE OF OHIO,

COUNTY OF FRANKLIN, ss:

I, Michael R. Keller, being first duly sworn hereby depose and say that:

The fee which I received directly from the applicant, The Market Building
and Saving Company, Mt. Healthy, Ohio, in the amount of $17,000 for the
performance of my appraisal was not related to the value determined in the
appraisal; that the undersigned appraiser is independent and has fully disclosed
to the Office of Thrift Supervision any relationships which may have a material
bearing upon the question of my independence; and that any indemnity agreement
with the applicant has been fully disclosed in a written statement to the Office
of Thrift Supervision.

Further, affiant sayeth naught.

------------------------------
MICHAEL R. KELLER

Sworn to before me and subscribed in my presence this 9th day of August,
1996.

------------------------------
NOTARY PUBLIC

154