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EXHIBIT 99.2
REVOCABLE PROXY
FIRST PLACE FINANCIAL CORP.
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 16, 2000
10:00 A.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 First Place Financial Corp. (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 November 16, 2000, at
10:00 a.m. Eastern Time, at the Avalon Inn, 9519 East Market Street, Warren,
Ohio, and at any and all adjournments thereof, as set forth on the reverse side.
This proxy is revocable and will be voted as directed, but if no
instructions are specified on an executed proxy that is returned, then this
proxy will be voted FOR 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.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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[X] Please mark your votes as indicated
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED NOMINEES
AND "FOR" EACH OF THE PROPOSALS.
1. The adoption of the Agreement and Plan of Merger, dated as of May 23,
2000, by and between First Place Financial Corp. ("First Place") and
FFY Financial Corp. ("FFY Financial") and the consumation of the
transactions contemplated thereby, including the merger of FFY
Financial with and into First Place and the issuance of First Place
Common Stock to holders of FFY Financial Common Stock.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. The election as directors of all nominees listed (except as marked to
the contrary below).
FOR [ ] VOTE WITHHELD [ ]
Robert P. Grace, Thomas M. Humphries and Robert S. McGeough
INSTRUCTION: To withhold your vote for any individual nominee, write that
nominee's name on the line provided below:
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3. The ratification of the appointment of Crowe, Chizek and Company, LLP,
as independent auditors of First Place for the fiscal year ending June
30, 2001.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of Annual Meeting of Stockholders and of a Joint Proxy
Statement/Prospectus dated October 13, 2000 relating to the Annual Meeting.
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
Signature of Stockholder _________________________ Date_________________
Signature of Stockholder _________________________ Date_________________
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.
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