DELPHOS CITIZENS BANCORP INC, DEF 14A, 1998-12-31

DELPHOS CITIZENS BANCORP INC
DEF 14A, 1998-12-31
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:

( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

DELPHOS CITIZENS BANCORP, INC.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

(X) No fee required

( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

( ) Fee paid previously with preliminary materials.

( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule, or Registration Statement No.:

3) Filing Party:

4) Date Filed:

<PAGE>

DELPHOS CITIZENS BANCORP, INC.
114 East 3rd Street
Delphos, Ohio 45833
(419) 692-2010

December 31, 1998

Fellow Stockholders:

You are cordially invited to attend the annual meeting of stockholders
(the "Annual Meeting") of Delphos Citizens Bancorp, Inc. (the "Company"), the
holding company for Citizens Bank of Delphos (the "Bank"), which will be held on
February 3, 1999, at 2:00 p.m., Eastern Time, at The F.O.E. Lodge, 1600 East 5th
Street, Delphos, Ohio.

The attached Notice of the Annual Meeting and the Proxy Statement
describe the formal business to be transacted at the Annual Meeting. Directors
and officers of the Company, as well as a representative of Crowe, Chizek &
Company LLP, the Company's independent auditors, will be present at the Annual
Meeting to respond to any questions that our stockholders may have regarding the
business to be transacted.

The Board of Directors of the Company has determined that the matters
to be considered at the Annual Meeting are in the best interests of the Company
and its stockholders. For the reasons set forth in the Proxy Statement, the
Board unanimously recommends that you vote "FOR" each matter to be considered.

Please sign and return the enclosed proxy card promptly. Your
cooperation is appreciated since a majority of the common stock must be
represented, either in person or by proxy, to constitute a quorum for the
conduct of business.

On behalf of the Board of Directors and all of the employees of the
Company and the Bank, we thank you for your continued interest and support.

Sincerely yours,

/s/ Joseph R. Reinemeyer

Joseph R. Reinemeyer
Chairman of the Board, President and
Chief Executive Officer

<PAGE>
DELPHOS CITIZENS BANCORP, INC.
114 East 3rd Street
Delphos, Ohio 45833
(419) 692-2010
----------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on February 3, 1999
----------------------------------

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the
"Annual Meeting") of Delphos Citizens Bancorp, Inc. (the "Company") will be held
on February 3, 1999, at 2:00 p.m., Eastern Time, at The F.O.E. Lodge, 1600 East
5th Street, Delphos, Ohio.

The purpose of the Annual Meeting is to consider and vote upon the
following matters:

1. The election of two directors for a term of three years or
until a successor is elected and qualified;

2. The ratification of the Amended and Restated Delphos Citizens
Bancorp, Inc. Stock-Based Incentive Plan;

3. The ratification of the appointment of Crowe, Chizek & Company
LLP as independent auditors of the Company for the fiscal year
ending September 30, 1999; and

4. Such other matters as may properly come before the meeting and
at any adjournments thereof, including whether or not to
adjourn the meeting.

The Board of Directors has established December 28, 1998, as the record
date for the determination of stockholders entitled to receive notice of and to
vote at the Annual Meeting and at any adjournments thereof. Only recordholders
of the Common Stock of the Company as of the close of business on such record
date will be entitled to vote at the Annual Meeting or any adjournments thereof.
In the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit further solicitation of proxies by
the Company. A list of stockholders entitled to vote at the Annual Meeting will
be available at the administrative office of the Company, 114 East 3rd Street,
Delphos, Ohio 45833, for a period of ten days prior to the Annual Meeting and
will also be available at the Annual Meeting itself.

By Order of the Board of Directors

Gary G. Ricker
Corporate Secretary
Delphos, Ohio
December 31, 1998

<PAGE>

DELPHOS CITIZENS BANCORP, INC.
-----------------------

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
February 3, 1999
-----------------------

Solicitation and Voting of Proxies

This Proxy Statement is being furnished to stockholders of Delphos
Citizens Bancorp, Inc. (the "Company") in connection with the solicitation by
the Board of Directors ("Board of Directors" or "Board") of proxies to be used
at the annual meeting of stockholders (the "Annual Meeting"), to be held on
February 3, 1999, at 2:00 p.m., Eastern Time, at The F.O.E. Lodge, 1600 East 5th
Street, Delphos, Ohio and at any adjournments thereof. The 1998 Annual Report on
Form 10-K, which includes consolidated financial statements for the fiscal year
ended September 30, 1998, accompanies this Proxy Statement, which is first being
mailed to recordholders on or about December 31, 1998.

Regardless of the number of shares of Common Stock owned, it is
important that recordholders of a majority of the shares be represented by proxy
or present in person at the Annual Meeting. Stockholders are requested to vote
by completing the enclosed proxy card and returning it signed and dated in the
enclosed postage-paid envelope. Stockholders are urged to indicate their vote in
the spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN
THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXY CARDS WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES FOR DIRECTORS NAMED IN THIS PROXY STATEMENT,
FOR THE RATIFICATION OF THE AMENDED AND RESTATED DELPHOS CITIZENS BANCORP, INC.
STOCK-BASED INCENTIVE PLAN (THE "INCENTIVE PLAN") AND FOR THE RATIFICATION OF
CROWE, CHIZEK & COMPANY LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING SEPTEMBER 30, 1999.

Other than the matters set forth on the attached Notice of Annual
Meeting of Stockholders, the Board of Directors knows of no additional matters
that will be presented for consideration at the Annual Meeting. EXECUTION OF A
PROXY, HOWEVER, CONFERS ON THE DESIGNATED PROXY HOLDERS DISCRETIONARY AUTHORITY
TO VOTE THE SHARES IN ACCORDANCE WITH THEIR BEST JUDGMENT ON SUCH OTHER
BUSINESS, IF ANY, THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND AT ANY
ADJOURNMENTS THEREOF, INCLUDING WHETHER OR NOT TO ADJOURN THE ANNUAL MEETING.

A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Annual Meeting and voting in person. However, if you are a stockholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.

The cost of solicitation of proxies on behalf of management will be
borne by the Company. Proxies may be solicited personally or by telephone by
directors, officers and other employees of the Company and its subsidiary,
Citizens Bank of Delphos (the "Bank"), without additional compensation therefor.
The Company will also request persons, firms and corporations holding shares in
their names, or in the name of their nominees, which are beneficially owned by
others, to send proxy material to and obtain proxies from such beneficial
owners, and will reimburse such holders for their reasonable expenses in doing
so.

Voting Securities

The securities that may be voted at the Annual Meeting consist of
shares of common stock of the Company ("Common Stock"), with each share
entitling its owner to one vote on all matters to be voted on at the Annual
Meeting, except as described below. There is no cumulative voting for the
election of directors.

1
<PAGE>

The close of business on December 28, 1998 has been fixed by the Board
of Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 1,755,991 shares.

As provided in the Company's Certificate of Incorporation,
recordholders of Common Stock who beneficially own in excess of 10% of the
outstanding shares of Common Stock (the "Limit") are not entitled to any vote in
respect of the shares held in excess of the Limit. A person or entity is deemed
to beneficially own shares owned by an affiliate of, as well as, by persons
acting in concert with, such person or entity. The Company's Certificate of
Incorporation authorizes the Board of Directors (i) to make all determinations
necessary to implement and apply the Limit, including determining whether
persons or entities are acting in concert, and (ii) to demand that any person
who is reasonably believed to beneficially own stock in excess of the Limit
supply information to the Company to enable the Board of Directors to implement
and apply the Limit.

The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the Annual
Meeting. In the event there are not sufficient votes for a quorum or to approve
or ratify any proposal at the time of the Annual Meeting, the Annual Meeting may
be adjourned in order to permit the further solicitation of proxies.

As to the election of directors set forth in Proposal 1, the proxy card
being provided by the Board of Directors enables a stockholder to vote "FOR" the
election of the nominees proposed by the Board of Directors, or to "WITHHOLD"
authority to vote for the nominees being proposed. Under Delaware law and the
Company's Bylaws, directors are elected by a plurality of votes cast, without
regard to either (i) broker non-votes, or (ii) proxies as to which authority to
vote for one or more of the nominees being proposed is withheld.

As to the ratification of the Incentive Plan set forth in Proposal 2
and the approval of Crowe, Chizek & Company, LLP as independent auditors of the
Company set forth in Proposal 3, and all other matters that may properly come
before the Annual Meeting, by checking the appropriate box, you may: (i) vote
"FOR" the item; (ii) vote "AGAINST" the item; or (iii) "ABSTAIN" with respect to
the item. Under the Company's Bylaws, unless otherwise required by law, all such
matters shall be determined by a majority of the votes cast, without regard to
either (a) broker non-votes, or (b) proxies marked "ABSTAIN" as to that matter.

Proxies solicited hereby will be returned to the Company's transfer
agent, Fifth Third Bank, and will be tabulated by inspectors of election
designated by the Board of Directors, who will not be employed by, or be a
director of, the Company or any of its affiliates. After the final adjournment
of the Annual Meeting, the proxies will be returned to the Company for
safekeeping.

2
<PAGE>

Security Ownership of Certain Beneficial Owners

The following table sets forth information as to those persons believed
by management to be beneficial owners of more than 5% of the Company's
outstanding shares of Common Stock on the Record Date or as disclosed in certain
reports regarding such ownership filed by such persons with the Company and with
the Securities and Exchange Commission ("SEC"), in accordance with Sections
13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Other than those persons listed below, the Company is not aware
of any person, as such term is defined in the Exchange Act, that owns more than
5% of the Company's Common Stock as of the Record Date.

<TABLE>
<CAPTION>
Amount and
Name and Address Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership of Class
- -------------- -------------------- -------------------- --------
<S> <C> <C> <C>
Common Stock Citizens Bank of Delphos 163,097 (1) 9.29%
Employee Stock Ownership Plan
("ESOP")
114 East 3rd Street
Delphos, Ohio 45833
</TABLE>
- ------------------------
(1) Shares of Common Stock were acquired by the ESOP in the Bank's conversion
from mutual to stock form. The ESOP Committee of the Board of Directors
administers the ESOP. The Board has appointed a corporate trustee for the
ESOP ("ESOP Trustee"). The ESOP Trustee, subject to its fiduciary duty,
must vote all allocated shares held in the ESOP in accordance with the
instructions of the participants. At December 28, 1998, 19,978 shares have
been allocated under the ESOP and 143,119 shares remain unallocated. In
accordance with the terms of the ESOP, each participant is deemed to have
one share allocated to his or her account for the sole purpose of providing
the ESOP Trustee with voting guidance. The ESOP Trustee will vote the
unallocated shares in a manner calculated to most accurately reflect the
instructions received from participants so long as the ESOP Trustee
determines such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

3
<PAGE>

Interest of Certain Persons in Matters to be Acted Upon

Messrs. P. Douglas Harter and Robert L. Dillhoff, who are standing for
election as directors, were unanimously nominated by the Nominating Committee of
the Board of Directors. No person is being proposed for election pursuant to any
agreement or understanding between any person and the Company.

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL 1. ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of five (5)
directors and is divided into three classes. Each of the five members of the
Board of Directors of the Company also presently serves as a director of the
Bank. Directors are elected for staggered terms of three years each, with the
term of office of only one of the three classes of directors expiring each year.
Directors serve until their successors are elected and qualified.

The two nominees proposed for election at this Annual Meeting are P.
Douglas Harter and Robert L. Dillhoff.

In the event that any nominee is unable to serve or declines to serve
for any reason, it is intended that the proxies will be voted for the election
of such other person as may be designated by the present Board of Directors. The
Board of Directors has no reason to believe that any nominee will be unable or
unwilling to serve. UNLESS AUTHORITY TO VOTE FOR THE NOMINEES IS WITHHELD, IT IS
INTENDED THAT THE SHARES REPRESENTED BY THE ENCLOSED PROXY CARD, IF EXECUTED AND
RETURNED, WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES PROPOSED BY THE
BOARD OF DIRECTORS.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
THE NOMINEES NAMED IN THIS PROXY STATEMENT.

4
<PAGE>

Information with Respect to the Nominees, Continuing Directors and
Executive Officer

The following table sets forth, as of the Record Date, the names of the
nominees, the continuing directors and the executive officer who is not also a
director, as well as their ages, a brief description of their recent business
experience, including present occupations and employment, certain directorships
held by each, the year in which each director became a director of the Bank and
the year in which their terms (or in the case of the nominees, proposed terms)
as director of the Company expire. The table also sets forth the amount of
Common Stock and the percent thereof beneficially owned by each director and all
directors and executive officers as a group as of the Record Date.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Shares of
Expiration Common Stock
Name and Principal Occupation Director of Term as Beneficially Percent of
at Present and for Past Five Years Age Since(1) Director Owned(2) Class(3)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NOMINEES

P. Douglas Harter....................
Associate and President of
Harter and Son Funeral Home. 51 1969 2002 27,039(4)(5) 1.54%

Robert L. Dillhoff...................
District Highway Management
Administrator for the Ohio
Department of Transportation. 51 1991 2002 18,265(4)(5) 1.04%

CONTINUING DIRECTORS

Joseph R. Reinemeyer ................ 49 1977 2001 33,466(6)(7)(8) 1.91%
President, Chief Executive Officer
and Chairman of the Board of the
Company and the Bank. Mr.
Reinemeyer served as Executive
Vice President and Managing
Officer of the Bank from 1982 to
1996 and held various positions
with the Bank from 1975 to 1982.

David Roach ......................... 48 1997 2001 2,239(4)(5) *
President of Vogel Roach Corp., a
radio broadcast company. Mr.
Roach has worked at Vogel Roach
Corp. since 1972.

Nancy C. Rumschlag................... 48 1987 2000 40,436(6)(7)(8) 2.30%
Vice President of the Company
and of the Bank since 1991.
Ms. Rumschlag managed the H&R
Block office in Delphos prior to
joining the Bank.
</TABLE>

5
<PAGE>

Gary G. Ricker
Secretary and Treasurer of the
Bank since 1987................... 44 -- -- 5,887(6)(8) *

Stock Ownership of all Directors
and Executive Officers as a Group
(6 persons) -- -- -- 127,332(9) 7.25%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

* Does not exceed 1.0% of the Company's voting securities.
(1) Includes years of service as a director of the Bank.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares reported
herein (except as noted).
(3) As of the Record Date, there were 1,755,991 shares of Common Stock
outstanding.
(4) Includes 4,077 shares awarded to each of Messrs. Harter and Dillhoff
pursuant to the Delphos Citizens Bancorp, Inc. 1997 Stock-Based Incentive
Plan (the AIncentive Plan@), which began vesting in five equal annual
installments on May 28, 1998, subject to the attainment of certain
performance criteria adopted by the Board's Compensation Committee.
Includes 2,039 shares awarded to Mr. Roach pursuant to the Incentive Plan,
which commence vesting in four equal annual installments on May 28, 1999.
Each participant presently has voting power as to the shares awarded.
(5) Includes 2,038 shares subject to options granted to each of Messrs. Harter
and Dillhoff under the Incentive Plan that are currently exercisable.
Excludes 8,155 options granted to each of Messrs. Harter and Dillhoff under
the Incentive Plan that are not currently exercisable. The options granted
to Messrs. Harter and Dillhoff become exercisable on a cumulative basis in
five equal annual installments commencing May 28, 1998. Excludes 5,097
shares subject to options granted to Mr. Roach under the Incentive Plan
that are not currently exercisable. The options granted to Mr. Roach will
be exercisable on a cumulative basis in four equal annual installments
commencing May 28, 1999.
(6) Includes 14,679, 12,232 and 620 shares awarded to Mr. Reinemeyer, Ms.
Rumschlag and Mr. Ricker, respectively, under the Incentive Plan. Awards to
officers under the Incentive Plan began vesting in five equal annual
installments on May 28, 1998, subject to the attainment of certain
performance criteria adopted by the Board's Compensation Committee. Each
participant presently has voting power as to the shares awarded.
(7) Includes 10,193 and 8,154 shares subject to options granted to Mr.
Reinemeyer and Ms. Rumschlag, respectively, under the Incentive Plan that
are currently exercisable. Excludes 40,775 and 32,620 options granted to
Mr. Reinemeyer and Ms. Rumschlag under the Incentive Plan that are not
currently exercisable. Options become exercisable on a cumulative basis in
five equal annual installments commencing May 28, 1998.
(8) Includes 3,223, 2,226 and 1,430 shares allocated to Mr. Reinemeyer, Ms.
Rumschlag and Mr. Ricker, respectively, under the Bank's ESOP.
(9) Includes a total of 37,724 shares awarded under the Incentive Plan as to
which voting may be directed and 22,423 shares subject to options awarded
under the Incentive Plan that are currently exercisable. Excludes a total
of 94,802 shares subject to options granted under the Incentive Plan that
are not currently exercisable.

6
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's officers (as
defined in regulations promulgated by the SEC thereunder) and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the SEC. Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

Based solely on a review of copies of such reports of ownership
furnished to the Company, or written representations that no forms were
necessary, the Company believes that during the past fiscal year all filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with except that, due to an administrative
error, each Director and Mr. Ricker did not timely file his or her Annual
Statement of Beneficial Ownership of Securities on Form 5, which would have
reflected one transaction for each person consisting of the awards under the
Incentive Plan. Each required filing was subsequently filed.

Meetings of the Board of Directors and Committees of the Board of Directors of
the Company

The Board of Directors of the Company conducts its business through
meetings of the Board of Directors and through activities of its committees. The
Board of Directors of the Company meets quarterly and may have additional
meetings as needed. During the fiscal year ended September 30, 1998, the Board
of Directors of the Company held six meetings. All of the directors of the
Company attended at least 75% of the total number of the Company's Board
meetings held and committee meetings on which such directors served during
fiscal year 1998. The Board of Directors of the Company maintains committees,
the nature and composition of which are described below:

Audit Committee. The Audit Committee of the Company and the Bank
consists of Messrs. Harter, Dillhoff and Roach. The Audit Committee is
responsible for reporting to the Board on the general financial condition of the
Bank and the results of the annual audit, and is responsible for ensuring that
the Bank's activities are being conducted in accordance with applicable laws and
regulations. The Audit Committee of the Company met one time during fiscal 1998.
The Audit Committee of the Bank met one time in fiscal 1998.

Nominating Committee. The Company's Nominating Committee for the 1999
Annual Meeting consists of David P. Roach, Nancy C. Rumschlag and Joseph R.
Reinemeyer. The committee considers and recommends the nominees for director to
stand for election at the Company's annual meeting of shareholders. The
Company's Certificate of Incorporation and Bylaws provide for stockholder
nominations of directors. These provisions require such nominations to be made
pursuant to timely notice in writing to the Secretary of the Company. The
stockholder's notice of nomination must contain all information relating to the
nominee which is required to be disclosed by the Company's Bylaws and by the
Exchange Act. The Nominating Committee met on November 24, 1998.

Compensation Committee. The Compensation Committee of the Company
consists of Messrs. Harter, Dillhoff and Roach. The committee meets to establish
compensation and benefits for the executive officers and to review the incentive
compensation programs when necessary. The committee is also responsible for all
matters regarding compensation and benefits, hiring, termination and affirmative
action issues for other officers and employees of the Company and the Bank. The
Compensation Committee met one time in 1998.

Directors' Compensation

Directors' Fees. Each outside director of the Bank is paid an annual
retainer of $5,000 and receives a fee of $400 for each regular monthly meeting
attended, and each outside director of the Company is paid an annual retainer of
$2,000 and receives a fee of $250 for each regular quarterly meeting attended.
Also, each outside director receives a fee of $400 for each special Board
meeting attended. Outside director members of the Bank's Loan Committee receive
a fee of $100 for each regular meeting attended. From time

7
<PAGE>

to time, members of the Board will perform inspections of real property for
which the Board member receives a fee that ranges from $20 to $30, depending
upon the location of the inspected property.

Incentive Plan. Under the Incentive Plan maintained by the Company,
Messrs. Dillhoff and Harter received non-statutory stock options to purchase
10,193 shares of Common Stock at an exercise price of $14.00, the fair market
value of the Common Stock on May 28, 1997, the date the options were granted,
and stock awards for 4,077 shares of Common Stock. Mr. Reinemeyer and Ms.
Rumschlag received non-statutory stock options to purchase 50,968 and 40,774
shares of Common Stock, respectively, at an exercise price of $14.00, the fair
market value of the Common Stock on May 28, 1997, the date the options were
granted, and stock awards for 14,679 and 12,232 shares of Common Stock,
respectively. The stock awards and stock options initially granted to Messrs.
Dillhoff, Harter and Reinemeyer and Ms. Rumschlag under the Incentive Plan began
vesting over a five-year period at a rate of 20% each year on May 28, 1998, the
first anniversary of the date of grant. On May 28, 1998, Mr. Roach received
non-statutory stock options to purchase 5,097 shares of Common Stock at an
exercise price of $20.75, the fair market value of the Common Stock on May 28,
1998, and stock awards for 2,039 shares of Common Stock. The stock awards and
stock options granted to Mr. Roach begin vesting at a rate of 25% each year on
May 28, 1999, the first anniversary of the date of grant. The annual vesting of
all stock awards granted to date under the Incentive Plan is subject to the
attainment of performance criteria established by the Compensation Committee.
All unexercised options granted under the Incentive Plan expire 10 years
following the date of grant. All stock awards and stock options granted under
the Incentive Plan will immediately vest upon death or disability.

Executive Compensation

The report of the Compensation Committee and the stock performance
graph shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
except as to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.

Compensation Committee Report on Executive Compensation. Under rules
established by the Securities and Exchange Commission ("SEC"), the Company is
required to provide certain data and information in regard to the compensation
and benefits provided to the Company's Chief Executive Officer and certain other
executive officers of the Company or the Bank. In fulfillment of this
requirement, the Compensation Committee of the Board of Directors of the
Company, at the direction of the Board of Directors, has prepared the following
report for inclusion in this Proxy Statement.

The Compensation Committee's goal in setting executives' compensation
is to attract, retain, motivate and reward highly qualified executive officers
to achieve the Company's business objectives. This executive compensation
program is integrated with the Company's annual and long-term business plans in
order to provide a strategic link between corporate performance and attainment
of corporate goals and executive compensation. The components of the corporate
compensation program are base salary, performance incentives (bonus), and the
Employee Stock Ownership Program.

The President and Chief Executive Officer has employment agreements
with the Company and the Bank, which specify a minimum base salary and require
periodic review of such salary.

Base Salaries. In determining salary levels of the executive officers,
the Compensation Committee considers the entire compensation package, including
stock plans. Rather than establishing specific performance goals, salary levels
are intended to reflect the overall financial performance of the Company and the
performance of each executive officer over time, which evaluation is subjective.
The Compensation Committee reviews various published surveys of compensation
paid to executives performing similar duties for financial institutions and
their holding companies, with focus placed on financial institutions in the
Company's market area. While salary levels are not targeted to correspond to any
high, median or low end of the companies surveyed, these surveys serve as a
guide for the Compensation Committee in determining salary levels. In December
of each year, the Compensation Committee will determine the level of salary
adjustment, if any, to take effect on January 1 of the following year for all
officers of the Bank.

8
<PAGE>

Performance Bonuses. Bonuses, if any, are based on a combination of a
percentage of salary and dollar amounts and, at the discretion of the
Compensation Committee, may vary. A year end performance bonus may be granted to
all employees, including executive officers.

Stock Programs. The Board of Directors of Delphos Citizens Bancorp,
Inc., the Compensation Committee and management believe that significant
employee stock ownership is a major incentive in maximizing Company
profitability and aligning the interests of employees and stockholders.
Therefore, in connection with the initial public stock offering of the Company
on November 20, 1996 (the "Conversion"), the employee stock ownership plan
("ESOP") was established. Allocations to the ESOP are currently based on each
employee's percentage of the total payroll. In addition, the Incentive Plan was
established effective May 28, 1997.

Fiscal 1998 Compensation. In determining the salary level for the
President and Chief Executive Officer, Joseph R. Reinemeyer, for fiscal 1998,
the Compensation Committee reviewed indicators of the Company's financial
strength, efficiency and profitability. The Compensation Committee exercises its
judgment and discretion, rather than attempting to set absolute targets for any
of the ratios reviewed in connection with the above indicators, in determining
salaries.

The President and Chief Executive Officer's salary for fiscal 1998 was
$72,100 and he was paid a bonus of $8,750, which is equivalent to 12% of his
base salary. In addition, the President and Chief Executive Officer participates
in the ESOP, the Bank's 401(k) Plan and the Incentive Plan.

Compensation Committee
----------------------
P. Douglas Harter
Robert L. Dillhoff
David Roach

9
<PAGE>

Stock Performance Graph. The following graph shows a comparison of
cumulative total stockholder return on the Company's Common Stock based on the
market price of the Common Stock with the cumulative total return of the Nasdaq
Banks Stock Index for the period beginning on November 20, 1996, the day the
Company's Common Stock began trading, through September 30, 1998.

Comparison of Total Returns of Delphos Citizens Bancorp, Inc.
Nasdaq Market Index and Nasdaq Bank Stocks

[A LINE GRAPH APPEARS BELOW WITH THE FOLLOWING PLOT POINTS:]

Summary

11/21/96 3/31/97 9/30/97 3/31/98 9/30/98
-------- ------- ------- ------- -------
Delphos Citizens Bancorp, Inc. 100.0 109.3 142.3 165.4 137.9
Nasdaq Market Index 100.0 97.3 134.6 147.7 137.6
Nasdaq Bank Stocks Index 100.0 111.0 152.4 182.8 151.2

Notes:

A. The lines represent semi-annual index levels derived from compounded
daily returns that include all dividends.

B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.

C. If the monthly interval, based on the fiscal year-end is not a trading
day, the preceding trading day is used.

D. The index level for all series was set to $100.00 on 11/21/96

10
<PAGE>

Summary Compensation Table. The following table shows, for the fiscal
years ended September 30, 1998, 1997 and 1996, the cash compensation paid by the
Company and the Bank, as well as certain other compensation paid or accrued for
those years, to the President and Chief Executive Officer. No executive officer
received compensation in excess of $100,000 during the year ended September 30,
1998.

<TABLE>
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation(1) Awards Payouts
- ------------------------- ------------------------------ ------------------------ -------
Other Restricte Securities All
Name and Annual Stock Underlying LTIP Other
Principal Salary Bonus Compensation Awards Options/SARs Payouts Compensation
Position Year ($) ($) ($)(2) ($)(3) (#)(4) ($)(5) ($)
- ------------------------ ---- ------- ------ ------------ --------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph R. Reinemeyer, 1998 $72,730 $8,750 $ - $ - - $ - $24,318(6)
Chairman, President and 1997 70,000 8,439 - 205,506 50,968 - 13,086
Chief Executive Officer 1996 54,500 7,670 - - - - 4,515
of the Company and the
Bank
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Under Annual Compensation, the column titled "Salary" includes meeting,
valuation and inspection fees received as a Director of the Bank and the
Company.
(2) "Other Annual Compensation" includes remuneration for unused "sick leave."
For 1998, 1997 and 1996, there were no (a) perquisites over the lesser of
$50,000 or 10% of the individual's total salary and bonus for the year; (b)
payments of above-market preferential earnings on deferred compensation;
(c) payments of earnings with respect to long-term incentive plans prior to
settlement or maturation; (d) tax payment reimbursements; or (e)
preferential discounts on stock.
(3) Includes stock award of 14,679 shares granted to Mr. Reinemeyer pursuant to
the Incentive Plan during fiscal year 1997. The dollar amount set forth in
the table represents the market value of the shares awarded on the date of
grant. The awards will vest in five equal annual installments commencing on
May 28, 1998, the first anniversary of the effective date of the award.
When shares become vested and are distributed, the recipient will also
receive an amount equal to accumulated cash and stock dividends (if any)
with respect thereto, plus earnings thereon. All awards vest immediately
upon termination of employment due to death or disability. As of September
30, 1998, the market value of the 14,679 shares granted to Mr. Reinemeyer
was $236,699.
(4) Includes stock options granted to Mr. Reinemeyer pursuant to the Incentive
Plan during fiscal year 1998. See footnote 7 to the table under
"Information with Respect to the Nominees, Continuing Directors and
Executive Officer" and "Directors' Compensation - Incentive Plan" for a
discussion of the options granted to Mr. Reinemeyer under the Incentive
Plan.
(5) For 1998, 1997 and 1996, there were no payouts or awards under any
long-term incentive plan.
(6) Includes $1,573 and $22,240 contributed by the Bank during fiscal year 1998
pursuant to the Bank's 401(k) Plan and ESOP, respectively. Includes $505
received for unused sick leave.

11
<PAGE>

Employment Agreements

The Bank and the Company have entered into employment agreements with
Mr. Reinemeyer. These employment agreements are intended to ensure that the Bank
and the Company will be able to maintain a stable and competent management base.
The continued success of the Bank and the Company depends to a significant
degree on the skills and competence of Mr. Reinemeyer.

The employment agreements provide for a three-year term for Mr.
Reinemeyer. The Bank employment agreement provides that, commencing on the first
anniversary date and continuing each anniversary date thereafter, the Board of
Directors may extend the agreement for an additional year so that the remaining
term shall be three years, unless written notice of non-renewal is given by the
Board of Directors after conducting a performance evaluation of Mr. Reinemeyer.
The terms of the Company employment agreement shall be extended on a daily basis
unless written notice of non-renewal is given by the Board of the Company. The
agreements provide that Mr. Reinemeyer's base salary will be reviewed annually.
The current base salary for Mr. Reinemeyer as President and Chief Executive
Officer of the Company and President and Chief Executive Officer of the Bank is
$72,100. In addition to the base salary, the agreements provide for, among other
things, participation in stock benefit plans and other fringe benefits
applicable to executive personnel. The agreements provide for termination by the
Bank or the Company for cause as defined in the agreements at any time. In the
event the Bank or the Company chooses to terminate Mr. Reinemeyer's employment
for reasons other than for cause, or in the event of Mr. Reinemeyer's
resignation from the Bank and the Company upon: (i) failure to re-elect Mr.
Reinemeyer to his current offices; (ii) a material change in Mr. Reinemeyer's
functions, duties or responsibilities; (iii) a relocation of Mr. Reinemeyer's
principal place of employment by more than 25 miles; (iv) liquidation or
dissolution of the Bank or the Company; or (v) a breach of the agreement by the
Bank or the Company, Mr. Reinemeyer or, in the event of death, his beneficiary
would be entitled to receive an amount equal to the remaining base salary
payments due to Mr. Reinemeyer and the contributions that would have been made
on his behalf to any employee benefit plans of the Bank or the Company during
the remaining term of the agreement. The Bank and the Company would also
continue and pay for Mr. Reinemeyer's life and disability coverage for the
remaining term of the Agreement. Upon any termination of Mr. Reinemeyer, he is
subject to a one year non-competition agreement.

Under the agreements, if voluntary or involuntary termination follows a
change in control of the Bank or the Company, Mr. Reinemeyer or, in the event of
his death, his beneficiary, would be entitled to a severance payment equal to
the greater of: (i) the payments due for the remaining terms of the agreement;
or (ii) three times the average of the five preceding taxable years' annual
compensation. The Bank and the Company would also continue Mr. Reinemeyer's
life, health, and disability coverage for thirty-six months. Notwithstanding
that both agreements provide for a severance payment in the event of a change in
control, Mr. Reinemeyer would only be entitled to receive a severance payment
under one agreement.

Payments to Mr. Reinemeyer under the Bank's agreement will be
guaranteed by the Company in the event that payments or benefits are not paid by
the Bank. Payment under the Company's agreement would be made by the Company.
All reasonable costs and legal fees paid or incurred by Mr. Reinemeyer pursuant
to any dispute or question of interpretation relating to the agreements shall be
paid by the Bank or Company, respectively, if Mr. Reinemeyer is successful on
the merits pursuant to a legal judgment, arbitration or settlement. The
employment agreements also provide that the Bank and Company shall indemnify Mr.
Reinemeyer to the fullest extent allowable under federal and Delaware law,
respectively. In the event of a change in control of the Bank or Company, the
total amount of payments due under the agreements, based solely on the current
salary of Mr. Reinemeyer and excluding any benefits under any employee benefit
plan which may be payable, would be approximately $216,300 in the aggregate.

12
<PAGE>

Incentive Plan. The Company maintains the Incentive Plan, which
provides discretionary awards of options to purchase Common Stock,
option-related awards and awards of Common Stock (collectively, "Awards") to
officers, directors and key employees as determined by a committee of the Board
of Directors. Awards of Common Stock to the Chief Executive Officer is provided
under "Restricted Stock Awards" in the "Summary Compensation Table." There were
no grants of options under the Incentive Plan to the President and Chief
Executive Officer during fiscal 1998.

The following table provides certain information with respect to the
number of shares of Common Stock represented by outstanding options held by the
Chief Executive Officer as of September 30, 1998. Also reported are the values
for "in-the-money" options which represent the positive spread between the
exercise price of any such existing stock options and the year end price of the
Common Stock.

Fiscal Year-End Option/SAR Value

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised in-the-money
Options/SARs Options/SARs at
Name at Fiscal Year-End(#)(1) Fiscal Year-End($)(2)(3)
- ---- ------------------------------------ -------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph R. Reinemeyer 10,194 40,774 $21,662 $86,645
- -------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------------
(1) The options in this table have an exercise price of $14.00.
(2) The price of the Common Stock on September 30, 1998 was $16.125.
(3) Based on the market value of the underlying Common Stock at fiscal year end,
minus the exercise price.

13
<PAGE>

401(k) Plan. The Bank maintains a tax-qualified salary reduction plan
under Section 401(k) of the Code (the "401(k) Plan"). The 401(k) Plan, which was
established in 1994, provides participants with retirement benefits and may also
provide benefits upon death, disability or termination of employment with the
Bank. An employee who works at least 1,000 scheduled hours per year is eligible
to participate in the 401(k) Plan following the completion of one year of
service and attainment of age 21. A participant is always 100% vested in his or
her contributions. A participant must reach five years of vesting service (total
time employed) before attaining a vested interest in the employer contribution.
After five years of vesting service, the employee is 100% vested in the employer
contribution.

The funds included in the 401(k) Plan are administered by an
independent trustee. The 401(k) Plan provides participants with five investment
choices. Participants may make salary reduction contributions to the 401(k) Plan
up to the lesser of 6% of annual base salary or the legally permissible limit
(currently $9,240). All participants receive a quarterly detailed statement
including information regarding market value of the participant's investments
and all contributions made on his or her behalf, if any. Any withdrawals prior
to age 592 are subject to a 10% tax penalty. Participants may borrow against the
vested portion of their accounts. The Board of Directors may at any time
discontinue the Bank's contributions to employee accounts and did so for three
of the four quarter of fiscal 1997.

For the fiscal years ended September 30, 1998, 1997 and 1996, the Bank
made total contributions of $9,160, $21,708 and $31,407, respectively, to the
401(k) Plan. For the fiscal year ended September 30, 1998, the Bank contributed
$1,573 to the 401(k) Plan on behalf of Mr. Reinemeyer.

Transactions With Certain Related Persons

The Bank currently makes loans to employees, executive officers and
directors on the same terms and conditions offered to the general public. The
Bank's policy provides that all loans made by the Bank to its executive officers
and directors be made in the ordinary course of business, on substantially the
same terms, including collateral, as those prevailing at the time for comparable
transactions with other persons and may not involve more than the normal risk of
collectibility or present other unfavorable features. Any loan made to an
executive officer or director must be approved by the Board of Directors prior
to its being committed. As of September 30, 1998, all loans outstanding to a
director or executive officer of the Bank were made by the Bank in the ordinary
course of business, with no favorable terms and such loans do not involve more
than the normal risk of collectibility or present other unfavorable features.

The Company intends that all transactions between the Company and its
executive officers, directors, holders of 10% or more of the shares of any class
of its common stock and affiliates thereof, will contain terms no less favorable
to the Company than could have been obtained by it in arm's-length negotiations
with unaffiliated persons and are required to be approved by a majority of
independent outside directors of the Company not having any interest in the
transaction.

14
<PAGE>

PROPOSAL 2. RATIFICATION OF THE AMENDED
AND RESTATED DELPHOS CITIZENS BANCORP, INC.
STOCK-BASED INCENTIVE PLAN

The Board of Directors of Delphos Citizens Bancorp, Inc. authorized the
Amended and Restated Delphos Citizens Bancorp, Inc. Stock-Based Incentive Plan
(the "Plan") on November 24, 1998 and is presenting it for ratification by the
Company's stockholders at the Annual Meeting. The Plan amends and restates the
Delphos Citizens Bancorp Inc. 1997 Stock-Based Incentive Plan originally adopted
by the Board and approved by stockholders on May 28, 1997. The Board of
Directors determined that it was in the best interests of the Company and the
Bank to amend and restate the Plan to, among other things, eliminate a provision
of the Plan that permitted the Board, in its discretion, to change the exercise
price of previously granted options without stockholder approval, provide for
the acceleration of the vesting of awards and stock options following a change
in control of the Company or Bank, eliminate certain outdated regulatory
requirements no longer necessary, and make certain technical amendments. Due to
the amendments that have been made to the Plan, the Company is presenting the
Plan to the stockholders for stockholder ratification.

At December 28, 1998, options covering 117,225 of the Company's Common
Stock had been granted and 86,647 shares (other than shares that might in the
future be returned to the Plan as a result of cancellation or expiration of
options) remained available to satisfy options granted in the future under the
Plan.

The following is a summary of the Plan, which is qualified in its
entirety by the complete provisions of the Plan attached as Appendix A.

General

The Plan authorizes the granting of options to purchase Common Stock,
option-related awards and awards of Common Stock (collectively, "Awards").
Subject to certain adjustments to the Awards, as specified in Section 15 of the
Plan, to prevent dilution, diminution or enlargement of the rights of the
participants, the maximum number of shares currently available for Awards under
the Plan is 285,421 shares. The maximum number of shares currently reserved for
purchase pursuant to the exercise of options and option-related Awards which may
be granted under the Plan is 203,872 shares. The maximum number of shares
currently reserved for the award of shares of Common Stock ("Stock Awards") is
81,549 shares. At December 28, 1998, 117,225 options had been granted to
participants and Stock Awards for 37,724 shares of stock had been granted to
participants pursuant to the Plan. All officers, other employees and
non-employee directors, including advisory directors of the Company and its
affiliates, are eligible to receive Awards under the Plan. The Plan is
administered by a committee (the "Committee"). Authorized but unissued shares or
shares previously issued and reacquired by the Company may be used to satisfy
Awards under the Plan.

Awards

Types of Awards. The Plan authorizes the grant of Awards in the form
of: (i) options to purchase the Company's Common Stock intended to qualify as
incentive stock options under Section 422 of the Code (options which afford tax
benefits to the recipients upon compliance with certain conditions and which do
not result in tax deductions to the Company), referred to as "Incentive Stock
Options" or "ISOs"; (ii) options that do not so qualify (options which do not
afford income tax benefits to recipients, but which may provide tax deductions
to the Company), referred to as "Non-statutory Stock Options" or "NSOs"; (iii)
limited rights which are exercisable only upon a change in control of the
Company (as defined in the Plan) ("Limited Rights"); and (iv) Stock Awards,
which provide a grant of Common Stock that may vest over time.

Options. The Committee has the discretion to award Incentive Stock
Options or Non-statutory Options to employees, while only Non-statutory Stock
Options may be awarded to non-employee directors. Pursuant to the Plan, the
Committee has the authority to determine the date or dates on which each stock
option will become exercisable. In order to qualify as Incentive Stock Options
under Section 422 of the Code, the exercise price must not be less than 100% of
the fair market value on the date of grant. Incentive Stock Options granted to
any person who is the beneficial owner of more than 10% of the outstanding
voting

15
<PAGE>

stock may be exercised only for a period of five years from the date of grant
and the exercise price must be at least equal to 110% of the fair market value
of the underlying Common Stock on the date of grant. The exercise price may be
paid in cash or in Common Stock at the discretion of the Committee. See "Payout
Alternatives" and "Alternative Option Payments."

Termination of Employment. Unless otherwise determined by the
Committee, upon termination of an employee's service for any reason other than
death, disability or termination for cause, the vested Incentive Stock Options
and Non-statutory Stock Options shall be exercisable for a period of three
months following termination. The Committee, in its discretion, may determine
the timeframe in which options may be exercised and may redesignate Incentive
Stock Options as Non-statutory Stock Options. In the event of termination for
cause, all rights under any Stock Options granted shall expire immediately upon
termination. Notwithstanding the foregoing, the Plan now provides that in the
event of a change in control of the Company or the Bank, as well as in the case
of death or disability, options will become fully vested and shall be
exercisable for up to one year thereafter; provided that options not exercised
within three months following a change in control shall be redesignated as
Non-statutory Stock Options.

Limited Rights. Limited Rights are related to specific options granted
and become exercisable in the event of a change in control of the Bank or the
Company. Upon exercise, the optionee will be entitled to receive in lieu of
purchasing the stock underlying the option, a lump sum cash payment equal to the
difference between the exercise price of the related option and the fair market
value of the shares of Common Stock subject to the option on the date of
exercise of the right less any applicable tax withholding.

Stock Awards. The Plan also authorizes the granting of Stock Awards to
employees and directors. The Committee has the authority to determine the dates
on which Stock Awards granted will vest. The Plan now provides that all Stock
Award grants immediately vest upon termination of employment following a change
in control of the Company or the Bank, as well as following death or disability.
Under the Plan the vesting of Stock Awards may also be made contingent upon the
attainment of certain performance goals by the Company, Bank or grantee, which
performance goals, if any, would be established by the Committee. An agreement
setting forth the terms of the Stock Awards ("Stock Award Agreement") shall set
forth the vesting period and performance goals that must be attained. The
performance goals may be set by the Committee on an individual basis, for all
Stock Awards made during a given period of time, or for all Stock Awards for
indefinite periods. A Stock Award may only be granted from the shares reserved
and available for grant under the Plan. No Stock Award that is subject to a
performance goal is to be distributed to the employee until the Committee
confirms that the underlying performance goal has been achieved.

Stock Awards are generally nontransferable and nonassignable as
provided in the Plan. The Committee has the power, under the Plan, to permit
transfers. When plan shares are distributed in accordance with the Plan, the
recipients will also receive amounts equal to accumulated cash and stock
dividends (if any) with respect thereto plus earnings thereon minus any required
tax withholding amounts. Prior to vesting, recipients of Stock Awards may direct
the voting of shares of Common Stock granted to them and held in the trust.
Shares of Common Stock held by the Plan trust which have not been allocated or
for which voting has not been directed are voted by the trustee in the same
proportion as the awarded shares are voted in accordance with the directions
given by all recipients of Stock Awards.

Tax Treatment

Stock Options. An optionee will generally not be deemed to have
recognized taxable income upon grant or exercise of any Incentive Stock Option,
provided that shares transferred in connection with the exercise are not
disposed of by the optionee for at least one year after the date the shares are
transferred in connection with the exercise of the option and two years after
the date of grant of the options. If the holding periods are satisfied, upon
disposal of the shares, the aggregate difference between the per share option
exercise price and the fair market value of the Common Stock is recognized as
income taxable at long term capital gains rates. No compensation deduction may
be taken by the Company as a result of the grant or exercise of Incentive Stock
Options, assuming those holding periods are met.

In the case of the exercise of a Non-statutory Stock Option, an
optionee will be deemed to have received ordinary income upon exercise of the
stock option in an amount equal to the aggregate amount by

16
<PAGE>

which the per share exercise price is exceeded by the fair market value of the
Common Stock. In the event shares received through the exercise of an Incentive
Stock Option are disposed of prior to the satisfaction of the holding periods (a
"disqualifying disposition"), the exercise of the option will be treated as the
exercise of a Non-statutory Stock Option, except that the optionee will
recognize the ordinary income for the year in which the disqualifying
disposition occurs. The amount of any ordinary income deemed to have been
received by an optionee upon the exercise of a Non-statutory Stock Option or due
to a disqualifying disposition will be a deductible expense of the Company for
tax purposes.

In the case of Limited Rights, the option holder would have to include
the amount paid to him upon exercise in his gross income for federal income tax
purposes in the year in which the payment is made and the Company would be
entitled to a deduction for federal income tax purposes of the amount paid.

Stock Awards. When shares of Common Stock, as Stock Awards, are
distributed, the recipient is deemed to receive ordinary income equal to the
fair market value of such shares at the date of distribution plus any dividends
and earnings on such shares (provided such date is more than six months after
the date of grant) and the Company is permitted a commensurate compensation
expense deduction for income tax purposes.

Payout Alternatives

The Committee has the sole discretion to determine what form of payment
it shall use in distributing payments for all Awards. If the Committee requests
any or all participants to make an election as to form of payment, it shall not
be considered bound by the election. Any shares of Common Stock tendered in
payment of an obligation arising under the Plan or applied to any tax
withholding amounts shall be valued at the fair market value of the Common
Stock. The Committee may use treasury stock, authorized but unissued stock or
may direct the market purchase of shares of Common Stock to satisfy its
obligations under the Plan.

Alternate Option Payments

The Committee also has the sole discretion to determine the form of
payment for the exercise of an option. The Committee may indicate acceptable
forms in the Award Agreement covering such options or may reserve its decision
to the time of exercise. No option is to be considered exercised until payment
in full is accepted by the Committee. The Committee may permit the following
forms of payment for options: (a) in cash or by certified check; (b) through
borrowed funds, to the extent permitted by law; or (c) by tendering previously
acquired shares of Common Stock. Any shares of Common Stock tendered in payment
of the exercise price of an option shall be valued at the Fair Market Value of
the Common Stock on the date prior to the date of exercise.

Amendment

The Board of Directors may amend the Plan in any respect, at any time
in accordance with applicable rules and regulations, including the Rules and
Regulations of the Office of Thrift Supervision ("OTS"), provided that no
amendment may affect the rights of an Award holder without his or her permission
and provided that the exercise price of previously granted options may not be
changes or modified without stockholder approval, unless, as specified in
Section 15 of the Plan, the change or modification is made to prevent dilution,
diminution or enlargement of the rights of the Award holder.

Adjustments

In the event of any change in the outstanding shares of Common Stock of
the Company by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other similar corporate change, or other increase or decrease in such shares
without receipt or payment of consideration by the Company, the Company may make
such adjustments to previously granted Awards, to prevent dilution, diminution
or enlargement of the rights of the Award holder. All Awards under this Plan
shall be binding upon any successors or assigns of the Company.

17
<PAGE>

Nontransferability

Unless determined otherwise by the Committee, no Award under the Plan
shall be transferable by the recipient other than by will or the laws of
intestate succession or pursuant to a qualified domestic relations order. With
the consent of the Committee, an employee or Outside Director may designate a
person or his or her estate as beneficiary of any award to which the recipient
would then be entitled, in the event of the death of the employee.

Stockholder Vote

Stockholders are being requested to ratify all amendments to the Plan.
If stockholders fail to ratify Proposal 2, the Plan in the form attached hereto,
will remain in full force and effect at the discretion of the Company's Board.
The affirmative vote of a majority of the shares present at the Annual Meeting
and eligible to be cast on Proposal 2 is required to ratify the Plan as amended.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
AMENDED AND RESTATED DELPHOS CITIZENS BANCORP, INC. STOCK-BASED INCENTIVE PLAN.

PROPOSAL 3. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Company's independent auditors for the fiscal year ended September
30, 1998 were Crowe, Chizek & Company LLP. The Company's Board of Directors has
reappointed Crowe, Chizek & Company LLP to continue as independent auditors for
the Bank and the Company for the fiscal year ending September 30, 1999, subject
to ratification of such appointment by the Company's stockholders.

Representatives of Crowe, Chizek & Company LLP will be present at the
Annual Meeting. They will be given an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
stockholders present at the Annual Meeting.

UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY CARD WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK &
COMPANY LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
APPOINTMENT OF CROWE, CHIZEK & COMPANY LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY.

ADDITIONAL INFORMATION

Shareholder Proposals

To be considered for inclusion in the Company's proxy statement and
form of proxy relating to the 2000 Annual Meeting of Stockholders, a stockholder
proposal must be received by the Secretary of the Company at the address set
forth on the Notice of Annual Meeting of Stockholders not later than August 16,
1999. Any such proposal will be subject to 17 C.F.R. ss. 240.14a-8 of the Rules
and Regulations under the Exchange Act.

Other Matters That May Properly Come Before the Meeting

The Board of Directors knows of no business that will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.

18
<PAGE>

Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are then present at the Annual
Meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the Annual Meeting. However, if you are a stockholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.

By Order of the Board of Directors

Gary G. Ricker
Corporate Secretary

Delphos, Ohio
December 31, 1998

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.

19
<PAGE>

APPENDIX A

AMENDED AND RESTATED
DELPHOS CITIZENS BANCORP, INC.
STOCK-BASED INCENTIVE PLAN

The Amended and Restated Delphos Citizens Bancorp, Inc. Stock-Based
Incentive Plan reflects certain amendments to the provisions of the Delphos
Citizens Bancorp, Inc. 1997 Stock-Based Incentive Plan, which was effective May
28, 1997.

1. DEFINITIONS.

(a) "Affiliate" means (i) a member of a controlled group of
corporations of which the Holding Company is a member or (ii) an unincorporated
trade or business which is under common control with the Holding Company as
determined in accordance with Section 414(c) of the Code and the regulations
issued thereunder. For purposes hereof, a "controlled group of corporations"
shall mean a controlled group of corporations as defined in Section 1563(a) of
the Code determined without regard to Section 1563(a)(4) and (e)(3)(C).

(b) "Alternate Option Payment Mechanism" refers to one of several
methods available to a Participant to fund the exercise of a stock option set
out in Section 11 hereof. These mechanisms include: broker assisted cashless
exercise and stock for stock exchange.

(c) "Award" means a grant of one or some combination of one or more
Non-statutory Stock Options, Incentive Stock Options and Stock Awards under the
provisions of this Plan.

(d) "Bank" means Citizens Bank of Delphos.

(e) "Board of Directors" or "Board" means the board of directors of the
Holding Company or the Bank and Directors Emeritus of the Holding Company or the
Bank.

(f) "Change in Control" means a change in control of the Bank or
Holding Company of a nature that; (i) would be required to be reported in
response to Item 1 of the current report on Form 8-K, as in effect on the date
hereof, pursuant to Section 13 or 15(d) of the Exchange Act; or (ii) results in
a Change in Control within the meaning of the Home Owners' Loan Act of 1933, as
amended ("HOLA") and the Rules and Regulations promulgated by the Office of
Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date
hereof (provided, that in applying the definition of change in control as set
forth under such rules and regulations the Board shall substitute its judgment
for that of the OTS); or (iii) without limitation such a Change in Control shall
be deemed to have occurred at such time as (A) any "person" (as the term is used
in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Bank or the Holding Company representing 20% or
more of the Bank's or the Holding Company's outstanding securities except for
any securities of the Bank purchased by the Holding Company and any securities
purchased by any tax qualified employee benefit plan of the Bank; or (B)
individuals who constitute the Board of Directors of the Holding Company on the
date hereof (the "Incumbent Board") cease for any reason to constitute at least
a majority thereof, provided that any person becoming a director subsequent to
the date hereof whose election was approved by a vote of at least three-quarters
of the directors comprising the Incumbent Board, or whose nomination for
election by the Holding Company's stockholders was approved by a Nominating
Committee serving under an Incumbent Board, shall be, for purposes of this
clause (B), considered as though he were a member of the Incumbent Board; or (C)
a plan of reorganization, merger, consolidation, sale of all or substantially
all the assets of the Bank or the Holding Company or similar transaction occurs
in which the Bank or Holding Company is not the resulting entity; or (D) after a
solicitation of shareholders of the Holding Company, by someone other than
current management of the Holding Company, stockholders approve a plan of
reorganization, merger or consolidation of the Holding Company or Bank or
similar transaction with one or more corporations, as a result of which the
outstanding shares of the class of

<PAGE>

securities then subject to the plan are exchanged for or converted into cash or
property or securities not issued by the Bank or the Holding Company.

(g) "Code" means the Internal Revenue Code of 1986, as amended.

(h) "Committee" means a committee consisting of the entire Board of
Directors or consisting solely of two or more members of the Board of Directors
who are defined as Non-Employee Directors as such term is defined under Rule
16b-3(b)(3)(i) under the Exchange Act as promulgated by the Securities and
Exchange Commission.

(i) "Common Stock" means the Common Stock of the Holding Company, par
value, $.01 per share or any stock exchanged for shares of Common Stock pursuant
to Section 15 hereof.

(j) "Date of Grant" means the effective date of an Award.

(k) "Disability" means the permanent and total inability by reason of
mental or physical infirmity, or both, of a Participant to perform the work
customarily assigned to him or, in the case of a Director, to serve on the
Board. Additionally, a medical doctor selected or approved by the Board of
Directors must advise the Committee that it is either not possible to determine
when such Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said Participant's
lifetime.

(l) "Effective Date" means May 28,1997, the effective date of the Plan.

(m) "Employee" means any person who is currently employed by the
Holding Company or an Affiliate, including officers, but such term shall not
include Outside Directors.

(n) "Employee Participant" means an Employee who holds an outstanding
Award under the terms of the Plan.

(o) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

(p) "Exercise Price" means the purchase price per share of Common Stock
deliverable upon the exercise of each Option in order for the option to be
exchanged for shares of Common Stock.

(q) "Fair Market Value" means, when used in connection with the Common
Stock on a certain date, the average of the high and low sales prices of the
Common Stock as reported by the American Stock Exchange ("AMEX") or the New York
Stock Exchange ("NYSE") or other national securities exchange which is the
primary trading market for such Common Stock or the average of the high and low
bid prices of the Common Stock as reported by Nasdaq Stock Market ("NASDAQ") if
the NASDAQ serves as the primary trading market for the Common Stock, each as
published in the Wall Street Journal, if published, on such date or, if the
Common Stock was not traded on such date, on the next preceding day on which the
Common Stock was traded thereon or the last previous date on which a sale was
reported. If the Common Stock is not traded on a national securities exchange or
the NASDAQ or the NYSE, the Fair Market Value of the Common Stock is the value
so determined by the Board in good faith.

(r) "Holding Company" means Delphos Citizens Bancorp, Inc.

(s) "Incentive Stock Option" means an Option granted by the Committee
to a Participant, which Option is designated by the Committee as an Incentive
Stock Option pursuant to Section 7 hereof and is intended to be such under
Section 422 of the Code.

(t) "Limited Right" means the right to receive an amount of cash based
upon the terms set forth in Section 8 hereof.

(u) "Non-statutory Stock Option" means an Option to a Participant
pursuant to Section 6 hereof, which is not designated by the Committee as an
Incentive Stock Option or which is redesignated by the

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Committee as a Non-statutory Stock Option or which is designated an Incentive
Stock Option under Section 7 hereof, but does not meet the requirements of such
under Section 422 of the Code.

(v) "Option" means the right to buy a fixed amount of Common Stock at
the Exercise Price within a limited period of time designated as the term of the
option as granted under Section 6 or 7 hereof.

(w) "Outside Director" means a member of the Board of Directors or a
Director Emeritus of the Holding Company or its Affiliates, who is not also an
Employee.

(x) "Outside Director Participant" means an Outside Director who holds an
outstanding Award under the terms of the Plan.

(y) "Participant(s)" means collectively an Employee Participant and/or an
Outside Director Participant who hold(s) outstanding Awards under the terms of
the Plan.

(z) "Retirement" with respect to an Employee Participant means termination
of employment which constitutes retirement under any tax qualified plan
maintained by the Bank. However, "Retirement" will not be deemed to have
occurred for purposes of this Plan if a Participant continues to serve as a
consultant to or on the Board of Directors of the Holding Company or its
Affiliates even if such Participant is receiving retirement benefits under any
retirement plan of the Holding Company or its Affiliates. With respect to an
Outside Director Participant, "Retirement" means the termination of service from
the Board of Directors of the Holding Company or its Affiliates following
written notice to the Board as a whole of such Outside Director's intention to
retire, except that an Outside Director Participant shall not be deemed to have
"retired" for purposes of the Plan in the event he continues to serve as a
consultant to the Board or as an advisory director or director emeritus,
including pursuant to any retirement plan of the Holding Company or the Bank.

(aa) "Stock Awards" are Awards of Common Stock which may vest over a
period of time determined by the Committee. Vesting of Stock Awards under
Section 9 hereof may be contingent upon the occurrence of specified events or
the attainment of specified performance goals as determined by the Committee.

(bb) "Termination for Cause" shall mean, in the case of a Director,
removal from the Board of Directors, or, in the case of an Employee, termination
of employment, in both such cases as determined by the Board of Directors,
because of Participant's personal dishonesty, incompetence, willful misconduct,
any breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule or regulation (other
than traffic violations or similar offenses).

(cc) "Trust" means a trust established by the Board in connection with
this Plan to hold Plan assets for the purposes set forth herein.

(dd) "Trustee" means that person or persons and entity or entities
approved by the Board to hold legal title to any of the Trust assets for the
purposes set forth herein.

2. ADMINISTRATION.

(a) The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to grant awards to Employees
and establish such rules and regulations as it deems necessary for the proper
administration of the Plan and to make whatever determinations and
interpretations in connection with the Plan it deems necessary or advisable. All
determinations and interpretations made by the Committee shall be binding and
conclusive on all Employee Participants and Outside Director Participants in the
Plan and on their legal representatives and beneficiaries.

(b) Awards to Outside Directors of the Holding Company or its Affiliates
shall be granted by the Board of Directors or the Committee, pursuant to the
terms of this Plan.

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3. TYPES OF AWARDS AND RELATED RIGHTS.

The following Awards and related rights as described below in Paragraphs 6
through 9 hereof may be granted under the Plan:

(a) Non-statutory Stock Options
(b) Incentive Stock Options
(c) Limited Rights
(d) Stock Awards

4. STOCK SUBJECT TO THE PLAN.

Subject to adjustment as provided in Section 15 hereof, the maximum number
of shares of Common Stock reserved for Awards under the Plan is 285,421 shares
which number may not be in excess of 14% of the outstanding shares of the Common
Stock determined immediately as of the Effective Date. Subject to adjustment as
provided in Section 15 hereof, the maximum number of shares of Common Stock
reserved hereby for purchase pursuant to the exercise of Options and
Option-related Awards granted under the Plan is 203,872 shares, which number may
not be in excess of 10% of the outstanding shares of Common Stock as of the
Effective Date. 142,000 options will qualify as Incentive Stock Options. The
maximum number of the shares of Common Stock reserved for award as Stock Awards
is 81,549 shares, which number may not be in excess of 4% of the outstanding
shares of Common Stock as of the Effective Date. These shares of Common Stock
may be either authorized but unissued shares or authorized shares previously
issued and reacquired by the Holding Company or acquired by the Trustee. To the
extent that Options and Stock Awards are granted under the Plan, the shares
underlying such Awards will be unavailable for any other use including future
grants under the Plan except that, to the extent that Stock Awards or Options
terminate, expire, or are forfeited without having been exercised (or in cases
where a Limited Right has been granted in connection with an option, the amount
of such Limited Right received in lieu of the exercise of such option), new
Awards may be made with respect to those shares underlying such terminated,
expired or forfeited Options or Stock Awards.

5. ELIGIBILITY.

Subject to the terms herein, all Employees and Outside Directors shall be
eligible to receive Awards under the Plan.

6. NON-STATUTORY STOCK OPTIONS.

The Committee may, subject to the limitations of the Plan and the
availability of shares reserved but unawarded under the Plan, from time to time,
grant Non-statutory Stock Options to Employees and Outside Directors, upon such
terms and conditions as the Committee may determine. Further, subject to receipt
of stockholder approval, the Committee may grant Non-statutory Stock Options in
exchange for and upon surrender of previously granted Awards under this Plan
under such terms and conditions as the Committee may determine. Non-statutory
Stock Options granted under this Plan are subject to the following terms and
conditions:

(a) Exercise Price. The Exercise Price of each Non-statutory Stock Option
shall be determined by the Committee, and once determined and documented in an
NSO Agreement, may not be revised without stockholder approval or in accordance
with Section 15 hereof. Such Exercise Price shall not be less than 100% of the
Fair Market Value of the Holding Company's Common Stock on the Date of Grant.
Shares of Common Stock underlying a Non-statutory Stock Option may be purchased
only upon full payment of the Exercise Price or upon operation of an Alternate
Option Payment Mechanism set out in Section 11 hereof.

(b) Terms of Non-statutory Stock Options. The term during which each
Non-statutory Stock Option may be exercised shall be determined by the
Committee, but in no event shall a Non-statutory Stock Option be exercisable in
whole or in part more than 10 years from the Date of Grant. The Committee shall
determine the date on which each Non-statutory Stock Option shall become
exercisable. The Committee may

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<PAGE>

also determine as of the Date of Grant any other specific conditions or specific
performance goals which must be satisfied prior to the Non-statutory Stock
Option becoming exercisable. The shares of Common Stock underlying each
Non-statutory Stock Option installment may be purchased in whole or in part by
the Participant at any time during the term of such Non-statutory Stock Option
after such installment becomes exercisable. The Committee may, in its sole
discretion, accelerate the time at which any Non-statutory Stock Option may be
exercised in whole or in part, subject to applicable rules and regulations. The
acceleration of any Non-statutory Stock Option under the authority of this
paragraph shall create no right, expectation or reliance on the part of any
other Participant or that certain Participant regarding any other unaccelerated
Non-statutory Stock Options. Unless determined otherwise by the Committee and
except in the event of the Participant's death or pursuant to a domestic
relations order, a Non-statutory Stock Option is not transferable and may be
exercisable in his lifetime only by the Participant to whom it is granted. Upon
the death of a Participant, a Non-statutory Stock Option is transferable by will
or the laws of descent and distribution.

(c) NSO Agreement. The terms and conditions of any Non-statutory Stock
Option granted shall be evidenced by an agreement (the "NSO Agreement") which
shall be subject to the terms and conditions of the Plan.

(d) Termination of Employment or Service. Unless otherwise determined by
the Committee, upon the termination of a Participant's employment or service for
any reason other than Disability, death or Termination for Cause, the
Participant's Non-statutory Stock Options shall be exercisable only as to those
shares that were immediately exercisable by the Participant at the date of
termination and only for a period of three months following termination;
provided that in the event of termination of a Participant's employment or
service due to Retirement, the Participant shall have up to one year following
the Participant's cessation of employment or service to exercise the
Participant's immediately exercisable Non-statutory Options. Notwithstanding any
provisions set forth herein or contained in any NSO Agreement relating to an
award of a Non-statutory Stock Option, in the event of termination of the
Participant's employment or service for Disability or death, all Non-statutory
Stock Options held by such Participant shall immediately vest and be exercisable
for one year after such termination of service, and, in the event of a
Termination for Cause, all rights under the Participant's Non-statutory Stock
Options shall expire immediately upon such Termination for Cause.
Notwithstanding the above, in no event shall any Non-statutory Stock Options be
exercisable beyond the expiration of the Non-statutory Stock Option term.

(e) Change in Control. Unless otherwise determined by the Committee, and
notwithstanding any other provision of the Plan, in the event of a Change in
Control, all Non-statutory Stock Options held by the Participant, whether or not
vested at such time, shall become vested to the Participant or his legal
representatives or beneficiaries upon the Change in Control.

7. INCENTIVE STOCK OPTIONS.

The Committee may, subject to the limitations of the Plan and the
availability of shares reserved but unawarded under the Plan, from time to time,
grant Incentive Stock Options to Employees upon such terms and conditions as the
Committee may determine. Incentive Stock Options granted pursuant to the Plan
shall be subject to the following terms and conditions:

(a) Exercise Price. The Exercise Price of each Incentive Stock Option
shall be not less than 100% of the Fair Market Value of the Common Stock on the
Date of Grant. However, if at the time an Incentive Stock Option is granted to
an Employee Participant, such Employee Participant owns Common Stock
representing more than 10% of the total combined voting securities of the
Holding Company (or, under Section 424(d) of the Code, is deemed to own Common
Stock representing more than 10% of the total combined voting power of all
classes of stock of the Holding Company, by reason of the ownership of such
classes of stock, directly or indirectly, by or for any brother, sister, spouse,
ancestor or lineal descendent of such Employee Participant, or by or for any
corporation, partnership, estate or trust of which such Employee Participant is
a shareholder, partner or beneficiary) ("10% Owner"), the Exercise Price per
share of Common Stock deliverable upon the exercise of each Incentive Stock
Option shall not be less than 110% of the Fair Market Value of the Common Stock
on the Date of Grant. Shares may be purchased only upon payment of the full
Exercise Price or upon operation of an Alternate Option Payment Mechanism set
out in Section 11 hereof.

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<PAGE>

(b) Amounts of Incentive Stock Options. Incentive Stock Options may be
granted to any Employee in such amounts as determined by the Committee; provided
that the amount granted is consistent with the terms of Section 422 of the Code.
In the case of an Option intended to qualify as an Incentive Stock Option, the
aggregate Fair Market Value (determined as of the time the Option is granted) of
the Common Stock with respect to which Incentive Stock Options granted are
exercisable for the first time by the Employee Participant during any calendar
year (under all plans of the Employee Participant's employer corporation and its
parent and subsidiary corporations) shall not exceed $100,000. The provisions of
this Section 7(b) shall be construed and applied in accordance with Section
422(d) of the Code and the regulations, if any, promulgated thereunder. To the
extent an Award of an Incentive Stock Option under this Section 7 exceeds this
$100,000 limit, the portion of the Award in excess of such limit shall be deemed
a Non-statutory Stock Option. The Committee shall have discretion to redesignate
Options granted as Incentive Stock Options as Non-statutory Stock Options. Such
Non-statutory Stock Options shall be subject to Section 6 hereof.

(c) Terms of Incentive Stock Options. The term during which each Incentive
Stock Option may be exercised shall be determined by the Committee, but in no
event shall an Incentive Stock Option be exercisable in whole or in part more
than 10 years from the Date of Grant. If at the time an Incentive Stock Option
is granted to an Employee Participant who is a 10% Owner, the Incentive Stock
Option granted to such Employee Participant shall not be exercisable after the
expiration of five years from the Date of Grant. No Incentive Stock Option is
transferable except by will or the laws of descent and distribution and is
exercisable in his or her lifetime only by the Employee Participant to whom it
is granted. The designation of a beneficiary does not constitute a transfer.

The Committee shall determine the date on which each Incentive Stock
Option shall become exercisable. The Committee may also determine as of the Date
of Grant any other specific conditions or specific performance goals which must
be satisfied prior to the Incentive Stock Option becoming exercisable. The
shares comprising each installment of the Incentive Stock Option may be
purchased in whole or in part at any time during the term of such Option after
such installment becomes exercisable. The Committee may, in its sole discretion,
accelerate the time at which any Incentive Stock Option may be exercised in
whole or in part, subject to applicable rules and regulations. The acceleration
of any Incentive Stock Option under the authority of this paragraph shall not
create a right, expectation or reliance on the part of any other Participant or
that certain Participant regarding any other unaccelerated Incentive Stock
Options.

(d) ISO Agreement. The terms and conditions of any Incentive Stock Option
granted shall be evidenced by an agreement (the "ISO Agreement") which shall be
subject to the terms and conditions of the Plan.

(e) Termination of Employment. Unless otherwise determined by the
Committee, upon the termination of an Employee Participant's employment for any
reason other than Disability, death or Termination for Cause, the Employee
Participant's Incentive Stock Options shall be exercisable only as to those
shares that were immediately exercisable by the Participant at the date of
termination and only for a period of three months following termination, except
that in the event of the termination of an Employee Participant's employment due
to Retirement, the Participant shall have up to one year following the
Participant's cessation of employment to exercise any Incentive Stock Options
exercisable on that date. Notwithstanding any provision set forth herein or
contained in any ISO Agreement relating to an award of an Incentive Stock
Option, in the event of termination of the Employee Participant's employment for
Disability or death, all Incentive Stock Options held by such Employee
Participant shall immediately vest and be exercisable for one year after such
termination, and, in the event of Termination for Cause, all rights under the
Employee Participant's Incentive Stock Options shall expire immediately upon
termination. No Incentive Stock Option shall be eligible for treatment as an
Incentive Stock Option in the event such Incentive Stock Option is exercised
more than three months following the date of Participant's cessation of
employment. In no event shall an Incentive Stock Option be exercisable beyond
the expiration of the Incentive Stock Option term.

(f) Change in Control. Unless otherwise determined by the Committee, and
notwithstanding any other provision of the Plan, in the event of a Change in
Control, all Incentive Stock Options held by the

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Participant, whether or not vested at such time, shall become vested to the
Participant or his legal representatives or beneficiaries upon the Change in
Control.

(g) Compliance with Code. The Incentive Stock Options granted under this
Section 7 are intended to qualify as "incentive stock options" within the
meaning of Section 422 of the Code, but the Holding Company makes no warranty as
to the qualification of any Option as an incentive stock option within the
meaning of Section 422 of the Code. All Options that do not so qualify shall be
treated as Non-statutory Stock Options.

8. LIMITED RIGHT.

Simultaneously with the grant of any Option to a Participant, the
Committee may grant a Limited Right with respect to all or some of the shares
covered by such Option. Limited Rights granted under this Plan are subject to
the following terms and conditions:

(a) Terms of Rights. In no event shall a Limited Right be exercisable in
whole or in part before the expiration of six months from the Date of Grant of
the Limited Right. A Limited Right may be exercised only in the event of a
Change in Control.

The Limited Right may be exercised only when the underlying Option is
eligible to be exercised, and only when the Fair Market Value of the underlying
shares on the day of exercise is greater than the Exercise Price of the
underlying Option.

Upon exercise of a Limited Right, the underlying Option shall cease to be
exercisable. Upon exercise or termination of an Option, any related Limited
Rights shall terminate. The Limited Rights may be for no more than 100% of the
difference between the purchase price and the Fair Market Value of the Common
Stock subject to the underlying option. The Limited Right is transferable only
when the underlying option is transferable and under the same conditions.

(b) Payment. Upon exercise of a Limited Right, the holder shall promptly
receive from the Holding Company an amount of cash equal to the difference
between the Exercise Price of the underlying option and the Fair Market Value of
the Common Stock subject to the underlying Option on the date the Limited Right
is exercised, multiplied by the number of shares with respect to which such
Limited Right is exercised. Payments shall be less any applicable tax
withholding as set forth in Section 16 hereof.

9. STOCK AWARD.

The Committee (or in the case of an Outside Director Participant, the
Board of Directors) may, subject to the limitations of the Plan, from time to
time, make an Award of shares of Common Stock to Employees and Outside Directors
("Stock Awards"). The Stock Awards shall be made subject to the following terms
and conditions:

(a) Payment of the Stock Award. The Stock Award may only be made in whole
shares of Common Stock. Stock Awards may only be granted from shares reserved
under the Plan but unawarded at the time the new Stock Award is made.

(b) Terms of the Stock Awards. The Committee shall determine the dates on
which Stock Awards granted to a Participant shall vest and any specific
conditions or performance goals which must be satisfied prior to the vesting of
any installment or portion of the Stock Award. Notwithstanding other paragraphs
in this Section 9, the Committee may, in its sole discretion, accelerate the
vesting of any Stock Award. The acceleration of any Stock Award under the
authority of this paragraph shall create no right, expectation or reliance on
the part of any other Participant or that certain Participant regarding any
other unaccelerated Stock Awards.

(c) Stock Award Agreement. The terms and conditions of any Stock Award
shall be evidenced by an agreement (the "Stock Award Agreement") which such
Stock Award Agreement will be subject to the terms and conditions of the Plan.
Each Stock Award Agreement shall set forth:

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<PAGE>

(i) the period over which the Stock Award will vest;

(ii) the performance goals, if any, which must be satisfied prior
to the vesting of any installment or portion of the Stock
Award. The performance goals may be set by the Committee on an
individual level, for all Participants, for all Awards made
during a given period of time, or for all Awards for
indefinite periods;

(d) Certification of Attainment of the Performance Goal. No Stock Award or
portion thereof that is subject to a performance goal is to be distributed to
the Participant until the Committee certifies that the underlying performance
goal has been achieved.

(e) Termination of Employment or Service. Unless otherwise determined by
the Committee, upon the termination of a Participant's employment or service for
any reason other than Disability, death or Termination for Cause, the
Participant's unvested Stock Awards as of the date of termination shall be
forfeited and any rights the Participant had to such unvested Stock Awards shall
become null and void. Notwithstanding any provisions set forth herein or
contained in any Agreement relating to an award of a Stock Option or Stock
Award, in the event of termination of the Participant's service due to
Disability or death, all unvested Stock Awards held by such Participant shall
immediately vest and, in the event of the Participant's Termination for Cause,
the Participant's unvested Stock Awards as of the date of such termination shall
be forfeited and any rights the Participant had to such unvested Stock Awards
shall become null and void.

(f) Change in Control. Unless otherwise determined by the Committee, and
notwithstanding any other provision of the Plan, in the event of a Change in
Control, all Stock Awards held by the Participant, whether or not vested at such
time, shall become vested to the Participant or his legal representatives or
beneficiaries upon the Change in Control.

(g) Non-Transferability. Except to the extent permitted by the Code, the
rules promulgated under Section 16(b) of the Exchange Act or any successor
statutes or rules:

(i) The recipient of a Stock Award shall not sell, transfer,
assign, pledge, or otherwise encumber shares subject to the
Stock Award until full vesting of such shares has occurred.
For purposes of this Section, the separation of beneficial
ownership and legal title through the use of any "swap"
transaction is deemed to be a prohibited encumbrance.

(ii) Unless determined otherwise by the Committee and except in the
event of the Participant's death or pursuant to a domestic
relations order, a Stock Award is not transferable and may be
earned in his lifetime only by the Participant to whom it is
granted. Upon the death of a Participant, a Stock Award is
transferable by will or the laws of descent and distribution.
The designation of a beneficiary does not constitute a
transfer.

(iii) If a recipient of a Stock Award is subject to the provisions
of Section 16 of the Exchange Act, shares of Common Stock
subject to such Stock Award may not, without the written
consent of the Committee (which consent may be given in the
Stock Award Agreement), be sold or otherwise disposed of
within six months following the date of grant of the Stock
Award.

(h) Accrual of Dividends. Whenever shares of Common Stock underlying a
Stock Award are distributed to a Participant or beneficiary thereof under the
Plan, such Participant or beneficiary shall also be entitled to receive, with
respect to each such share distributed, a payment equal to any cash dividends or
distributions (other than distributions in shares of Common Stock) and the
number of shares of Common Stock equal to any stock dividends, declared and paid
with respect to a share of the Common Stock if the record date for determining
shareholders entitled to receive such dividends falls between the date the
relevant Stock Award was granted and the date the relevant Stock Award or
installment thereof is distributed. There

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shall also be distributed an appropriate amount of net earnings, if any, of the
Trust with respect to any dividends paid out.

(i) Voting of Stock Awards. After a Stock Award has been granted, but for
which the shares covered by such Stock Award have not yet been earned and
distributed to the Participant pursuant to the Plan, the Participant shall be
entitled to direct the Trustee as to the voting of such shares of Common Stock
which the Stock Award covers subject to the rules and procedures adopted by the
Committee for this purpose. All shares of Common Stock held by the Trust as to
which Participants are not entitled to direct, or have not directed, the voting,
shall be voted by the Trustee in the same proportion as the Common Stock covered
by Stock Awards which have been awarded is voted.

10. PAYOUT ALTERNATIVES.

Payments due to a Participant upon the exercise or redemption of an Award,
may be made subject to the following terms and conditions:

(a) Discretion of the Committee. The Committee has the sole discretion to
determine what form of payment (whether monetary, Common Stock, a combination of
payout alternatives or otherwise) it shall use in making distributions of
payments for all Awards. If the Committee requests any or all Participants to
make an election as to form of distribution or payment, it shall not be
considered bound by the election.

(b) Payment in the form of Common Stock. Any shares of Common Stock
tendered in satisfaction of an obligation arising under this Plan shall be
valued at the Fair Market Value of the Common Stock on the day preceding the
date of the issuance of such stock to the Participant.

11. ALTERNATE OPTION PAYMENT MECHANISM.

The Committee has sole discretion to determine what form of payment it
will accept for the exercise of an Option. The Committee may indicate acceptable
forms in the ISO or NSO Agreement covering such Options or may reserve its
decision to the time of exercise. No Option is to be considered exercised until
payment in full is accepted by the Committee or its agent.

(a) Cash Payment. The exercise price may be paid in cash or by
certified check.

(b) Borrowed Funds. To the extent permitted by law, the Committee may
permit all or a portion of the exercise price of an Option to be paid through
borrowed funds.

(i) The Committee may permit payment by the tendering of
previously acquired shares of Common Stock. This includes the
use of "pyramiding transactions" whereby some number of
Options are exercised; then the shares gained through the
exercise are tendered back to the Holding Company as payment
for a greater number of Options. This transaction may be
repeated as needed to exercise all of the Options available.

(ii) Any shares of Common Stock tendered in payment of the exercise
price of an Option shall be valued at the Fair Market Value of
the Common Stock on the date prior to the date of exercise.

12. RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY.

No Participant shall have any rights as a shareholder with respect to any
shares of Common Stock covered by an Option until the date of issuance of a
stock certificate for such shares. Nothing in this Plan or in any Award granted
confers on any person any right to continue in the employ or service of the
Holding

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<PAGE>
Company or its Affiliates or interferes in any way with the right of the Holding
Company or its Affiliates to terminate a Participant's services as an officer or
other employee at any time.

Except as permitted under the Code (with respect to Incentive Stock
Options) and the rules promulgated pursuant to Section 16(b) of the Exchange Act
or any successor statutes or rules, no Award under the Plan shall be
transferable by the Participant other than by will or the laws of intestate
succession or pursuant to a domestic relations order or unless determined
otherwise by the Committee.

13. AGREEMENT WITH GRANTEES.

Each Award will be evidenced by a written agreement(s) (whether
constituting an NSO Agreement, ISO Agreement, Stock Award Agreement or any
combination thereof), executed by the Participant and the Holding Company or its
Affiliates that describes the conditions for receiving the Awards including the
date of Award, the Exercise Price if any, the terms or other applicable periods,
and other terms and conditions as may be required or imposed by the Plan, the
Committee, or the Board of Directors, and may describe or specify tax law
considerations or applicable securities law considerations.

14. DESIGNATION OF BENEFICIARY.

A Participant may, with the consent of the Committee, designate a person
or persons to receive, in the event of death, any Award to which the Participant
would then be entitled. Such designation will be made upon forms supplied by and
delivered to the Holding Company and may be revoked in writing. If a Participant
fails effectively to designate a beneficiary, then the Participant's estate will
be deemed to be the beneficiary.

15. DILUTION AND OTHER ADJUSTMENTS.

In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares, or other similar
corporate change, or other increase or decrease in such shares without receipt
or payment of consideration by the Holding Company, the Committee will make such
adjustments to Awards to prevent dilution, diminution or enlargement of the
rights of the Participant, as the Committee deems appropriate, including any or
all of the following:

(a) adjustments in the aggregate number or kind of shares of Common Stock
or other securities that may underlie future Awards under the Plan;

(b) adjustments in the aggregate number or kind of shares of Common Stock
or other securities underlying Awards already made under the Plan;

(c) adjustments in the exercise price of outstanding Incentive and/or
Non-statutory Stock Options, or any Limited Rights attached to such Options.

Alternatively, the Committee could provide the participant with a cash
benefit for shares underlying vested, but unexercised options, in order to
achieve the aforementioned effect. All awards under this Plan shall be binding
upon any successors or assigns of the Holding Company.

16. TAX WITHHOLDING.

Awards under this Plan shall be subject to tax withholding to the extent
required by any governmental authority. Any withholding shall comply with Rule
16b-3 or any amendment or successor rule. Shares of Common Stock withheld to pay
for tax withholding amounts shall be valued at their Fair Market Value on the
date the Award is deemed taxable to the Participant, and such shares shall be
considered to have been awarded and forfeited.

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<PAGE>

17. AMENDMENT OF THE PLAN.

The Board of Directors may at any time, and from time to time, subject to
applicable rules and regulations, including the Rules and Regulations of the
OTS, modify or amend the Plan, or any Award granted under the Plan, in any
respect, prospectively or retroactively; provided however, that provisions
governing grants of Incentive Stock Options, unless permitted by the rules and
regulations or staff pronouncements promulgated under the Code shall be
submitted for shareholder approval to the extent required by such law,
regulation or interpretation.

Failure to ratify or approve amendments or modifications by shareholders
shall be effective only as to the specific amendment or modification requiring
such ratification or as otherwise determined by the Board of Directors. Other
provisions, sections, and subsections of this Plan will remain in full force and
effect.

No such termination, modification or amendment may adversely affect the
rights of a Participant under an outstanding Award without the written
permission of such Participant.

18. EFFECTIVE DATE OF PLAN.

The Plan became effective on May 28, 1997. All amendments are effective
upon approval by the Board of Directors, subject to shareholder ratification
when specifically required under the Plan.

19. TERMINATION OF THE PLAN.

The right to grant Awards under the Plan will terminate upon the earlier
of: (i) ten (10) years after the Effective Date; (ii) the issuance of a number
of shares of Common Stock pursuant to the exercise of Options or the
distribution of Stock Awards which together with the exercise of Limited Rights
is equivalent to the maximum number of shares reserved under the Plan as set
forth in Section 4. The Board of Directors has the right to suspend or terminate
the Plan at any time, provided that no such action will, without the consent of
a Participant, adversely affect a Participant's vested rights under a previously
granted Award.

20. APPLICABLE LAW.

The Plan will be administered in accordance with the laws of the State of
Delaware and applicable federal law.

21. DELEGATION OF AUTHORITY

The Committee may delegate all authority for: the determination of forms
of payment to be made by or received by the Plan; the execution of Award
agreements; the determination of Fair Market Value; and the determination of all
other aspects of administration of the Plan to the executive officer(s) of the
Holding Company or the Bank. The Committee may rely on the descriptions,
representations, reports and estimates provided to it by the management of the
Holding Company or the Bank for determinations to be made pursuant to the Plan,
including the attainment of performance goals. However, only the Committee or a
portion of the Committee may certify the attainment of a performance goal.

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<PAGE>

REVOCABLE PROXY DELPHOS CITIZENS BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 3, 1999
2:00 P.M. EASTERN TIME
-------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints the official proxy committee of the Board
of Directors of Delphos Citizens Bancorp, Inc. (the "Company"), each with full
power of substitution, to act as proxies for the undersigned, and to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
only at the Annual Meeting of Stockholders, to be held on February 3, 1999, at
2:00 p.m. Eastern Time, at the F.O.E. Lodge, 1600 East 5th Street, Delphos,
Ohio, and at any and all adjournments thereof, as follows:

1. The election as directors of the nominees listed (except as marked to the
contrary below).

P. Douglas Harter and Robert L. Dillhoff FOR [ ] VOTE WITHHELD [ ]

INSTRUCTION: To withhold your vote for either nominee, write the nominee's name
on the line provided below:

- --------------------------------------------------------------------------------
2. The ratification of the Amended and Restated Delphos Citizens Bancorp, Inc.
Stock-Based Incentive Plan.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. The ratification of the appointment of Crowe Chizek & Company, L.L.P. as
independent auditors of Delphos Citizens Bancorp, Inc. for the fiscal year
ending September 30, 1999.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

<PAGE>

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
LISTED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, INCLUDING
WHETHER OR NOT TO ADJOURN THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.

The undersigned acknowledges receipt from
the Company prior to the execution of this
proxy of a Notice of Annual Meeting of
Shareholders and of a Proxy Statement dated
December 31, 1998 and of the Annual Report
to Shareholders.

Please sign exactly as your name appears on
this card. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title. If
shares are held jointly, each holder may
sign but only one signature is required.

Dated: ------------------------------------

-------------------------------------------
SIGNATURE OF SHAREHOLDER

-------------
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.