HAVERFIELD CORP
8-K, 1997-04-25
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    FORM 8-K



                                 Current Report

             Pursuant to Section 13 or 15(d) of the Securities Ex-
                               change Act of 1934




Date of Report (Date of earliest event reported)      April 22, 1997
                                                --------------------------------


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


 Ohio                                0-17947                    34-1606726
- --------------------------------------------------------------------------------
(State or other jurisdiction   (Commission File Number)     (IRS Employer 
   of incorporation)                                        Identification No.)






50 Public Square, Suite 444         Cleveland, Ohio               44113-2203
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code  (216) 348-2800
                                                  ------------------------------



<PAGE>   2



 ITEM 5.      OTHER EVENTS
- --------------------------------------------------------------------------------
On April 22, 1997, Charter One Financial, Inc. ("Charter One"), the holding     
company of Charter One Bank, F.S.B., and Haverfield Corporation ("Haverfield"),
the holding company of Home Bank, F.S.B., entered into a definitive agreement
(the "Merger Agreement") to merge in a stock-for- stock exchange.

The terms of the Merger Agreement call for, among other things, a tax-free
exchange whereby each share of Haverfield common stock, par value $.01 per
share, issued and outstanding immediately prior to the Effective Time (as
defined in the Merger Agreement attached hereto as Exhibit 2) shall be converted
into the right to receive shares of Charter One common stock, par value $.01 per
share, as described below, including the right to receive a corresponding number
of rights associated with the Charter One common stock pursuant to Charter One's
Rights Agreement (as defined in the Merger Agreement).

The Merger Agreement provides for the tax free exchange of $27.00 in Charter One
common stock for each share of Haverfield common stock. The exchange price will
stay fixed at $27.00 if Charter One's average stock price remains between $41.09
and $55.60 per share during a 20-day pricing period ending five business days
before closing the transaction (the "Average Charter One Stock Price"). If the
Average Charter One Stock Price is (i) greater than $55.60, the exchange of
Charter One common stock for Haverfield common stock shall be based on an
exchange ratio of.4856 and (ii) less than $41.09 but equal to or greater than
$38.05, the exchange of Charter One common stock for Haverfield common stock
shall be based on an exchange ratio of .6571. The exchange price shall be fixed
at $25.00 in Charter One common stock per share of Haverfield common stock if
the Average Charter One Stock Price is less than $38.05 but equal to or greater
than $36.55.

If the Average Charter One Stock Price is less than $36.55, then the exchange
price of Charter One common stock for Haverfield common stock shall be based on
an exchange ratio of .6840, unless Haverfield elects to terminate the
transaction. If Haverfield elects to terminate, such termination shall only
occur if Haverfield gives Charter One written notice of its election to
terminate and Charter one fails to agree to an exchange price of $25.00 in
Charter One common stock for each share of Haverfield common stock.

The merger, which would be accounted for as a pooling of interests, is expected
to close near the end of the third quarter of 1997. The Merger Agreement has
been approved by the boards of directors of both companies, however, the
transaction requires the approvals of the Office of Thrift Supervision and
Haverfield shareholders.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
- --------------------------------------------------------------------------------

   (c) EXHIBITS

   Exhibit 2       Agreement and Plan of Merger and Reorganization, dated 
                   April 22, 1997, by and among Charter One Financial, Inc.,
                   Charter Michigan Bancorp, Inc., Charter One Bank F.S.B.,
                   Haverfield Corporation and Home Bank, F.S.B.

   Exhibit 99.1    Joint press release of Charter One Financial, Inc., and 
                   Haverfield Corporation dated April 23, 1997.


<PAGE>   3


- --------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                   HAVERFIELD CORPORATION
                                                   ----------------------
                                                        (Registrant)


Dated:        April 25, 1997       /S/ William A. Valerian                  
                                   -----------------------------------------
                                   William A. Valerian, President and Chief 
                                   Executive Officer                        


Dated:        April 25, 1997       /S/ Richard C. Ebner
                                   -----------------------------------------
                                   Richard C. Ebner, Executive Vice President, 
                                   Chief Operating Officer, Chief Financial 
                                   Officer and Treasurer


<PAGE>   1
                                    EXHIBIT 2

                Agreement and Plan of Merger and Reorganization


<PAGE>   2




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

                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

                                  BY AND AMONG

                           CHARTER ONE FINANCIAL, INC.

                         CHARTER MICHIGAN BANCORP, INC.

                             CHARTER ONE BANK F.S.B.

                             HAVERFIELD CORPORATION

                                       AND

                                HOME BANK, F.S.B.

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



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

                                 April 22, 1997

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





<PAGE>   3



                                TABLE OF CONTENTS

                                    ARTICLE I
                         THE MERGER AND RELATED MATTERS

1.1      Merger; Surviving Corporations and Resulting Institution...........2
1.2      Effective Time of the Merger.......................................2
1.3      Company Merger.....................................................3
1.4      Michigan Merger....................................................8
1.5      Bank Merger........................................................9
1.6      Closing............................................................9
1.7      Reservation of Right to Revise Transaction.........................9

                                   ARTICLE II
           REPRESENTATIONS AND WARRANTIES OF COFI AND CHARTER ONE BANK

2.1      Organization......................................................10
2.2      Authorization.....................................................11
2.3      Conflicts.........................................................11
2.4      Anti-takeover Provisions Inapplicable.............................12
2.5      Capitalization....................................................12
2.6      COFI Financial Statements; Material Changes.......................12
2.7      COFI Subsidiaries.................................................13
2.8      COFI Filings......................................................14
2.9      COFI Reports......................................................14
2.10     Compliance with Laws..............................................14
2.11     Registration Statement; Proxy  Statement..........................15
2.12     Litigation........................................................16
2.13     Licenses..........................................................16
2.14     Taxes.............................................................16
2.15     Insurance.........................................................17
2.16     Loans; Investments................................................18
2.17     Allowance for Possible Loan Losses................................19
2.18     COFI Benefit Plans................................................19
2.19     Compliance With Environmental Laws................................21
2.20     Contracts and Commitments.........................................22
2.21     Defaults..........................................................23
2.22     Operations Since December 31, 1996................................23
2.23     Undisclosed Liabilities...........................................23
2.24     Assets............................................................24
2.25     Indemnification...................................................24
2.26     Insider Interests.................................................24
2.27     Brokers and Finders...............................................25
2.28     Accuracy of Information...........................................25
2.29     Governmental Approvals and Other Conditions.......................25





<PAGE>   4



                                   ARTICLE III
           REPRESENTATIONS AND WARRANTIES OF HAVERFIELD AND HOME BANK

3.1      Organization. ......................................................25
3.2      Authorization.......................................................26
3.3      Conflicts...........................................................26
3.4      Anti-takeover Provisions Inapplicable...............................26
3.5      Capitalization and Stockholders.....................................26
3.6      Haverfield Financial Statements; Material Changes...................27
3.7      Haverfield Subsidiaries.............................................28
3.8      Haverfield Filings..................................................29
3.9      Haverfield Reports..................................................29
3.10     Compliance With Laws................................................29
3.11     Registration Statement: Proxy Statement.............................30
3.12     Litigation..........................................................31
3.13     Licenses.  .........................................................31
3.14     Taxes...............................................................31
3.15     Insurance...........................................................32
3.16     Loans; Investments..................................................33
3.17     Allowance for Possible Loan Losses..................................34
3.18     Haverfield Benefit Plans............................................35
3.19     Compliance with Environmental Laws..................................38
3.20     Contracts and Commitments...........................................39
3.21     Defaults............................................................42
3.22     Operations Since December 31, 1996..................................42
3.23     Corporate Records...................................................44
3.24     Undisclosed Liabilities.............................................45
3.25     Assets..............................................................45
3.26     Indemnification.....................................................46
3.27     Insider Interests...................................................46
3.28     Registration Obligations............................................46
3.29     Regulatory, Tax and Accounting Matters..............................46
3.30     Brokers and Finders.................................................46
3.31     Accuracy of Information.............................................47
3.32     Fairness Opinion....................................................47
3.33     Governmental Approvals and Other Conditions.........................47

                                   ARTICLE IV
                             COVENANTS OF HAVERFIELD

4.1      Business in Ordinary Course.........................................47
4.2      Conforming Accounting and Reserve Policies; Restructuring Expenses..51
4.3      Certain Actions.....................................................51

                                    ARTICLE V
                              ADDITIONAL AGREEMENTS

5.1      Inspection of Records; Confidentiality..............................53




<PAGE>   5



5.2      Registration Statement; Stockholder Approval........................53
5.3      Agreements of Affiliates............................................54
5.4      Expenses............................................................54
5.5      Cooperation.........................................................54
5.6      Regulatory Applications.............................................55
5.7      Financial Statements and Reports....................................55
5.8      Notice..............................................................55
5.9      Press Release.......................................................56
5.10     Delivery of Supplements to Disclosure Schedules.....................56
5.11     Litigation Matters..................................................56
5.12     Tax Opinion.  ......................................................56
5.13     Written Agreements with Employees; Benefits and Related Matters.....57
5.14     Reservation of Shares to Satisfy Haverfield Stock Options...........58
5.15     Nasdaq Listing.  ...................................................58
5.16     Directors' and Officers' Indemnification Insurance..................58
5.17     Reports to the SEC..................................................59

                                   ARTICLE VI
                                   CONDITIONS

6.1      Conditions to the Obligations of COFI, Charter Michigan and 
         Charter One Bank....................................................59
6.2      Conditions to the Obligations of Haverfield and Home Bank...........60
6.3      Conditions to the Obligations of the Parties........................61

                                   ARTICLE VII
                         TERMINATION; AMENDMENT; WAIVER

7.1      Termination.........................................................62
7.2      Liabilities and Remedies; Break-Up Fee..............................63
7.3      Survival of Agreements..............................................65
7.4      Amendment...........................................................65
7.5      Waiver..............................................................65

                                  ARTICLE VIII
                               GENERAL PROVISIONS

8.1      Survival............................................................66
8.2      Notices.............................................................66
8.3      Applicable Law......................................................67
8.4      Headings, Etc.......................................................67
8.5      Severability........................................................67
8.6      Entire Agreement; Binding Effect; Non-Assignment; Counterparts......67
8.7      No Employment Solicitation..........................................68
8.8      Additional Party....................................................68






<PAGE>   6


                                  EXHIBIT LIST

Exhibit A - Form of Voting Agreement

Exhibit B - Directors of Resulting Institution

Exhibit C - Home and Other Offices of Resulting Institution

Exhibit D - Form of Affiliate Agreement

Exhibit E - Form of Hahn Loeser Parks L.L.P. Legal Opinion

Exhibit F - Form of Silver, Freedman & Taff, L.L.P. Legal Opinion




<PAGE>   7




                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
                 -----------------------------------------------

         THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement")
dated April 22, 1997, is by and among Charter One Financial, Inc., a Delaware
corporation ("COFI"), Charter Michigan Bancorp, Inc., a Michigan corporation and
a wholly owned first-tier subsidiary of COFI ("Charter Michigan"), Charter One
Bank F.S.B., a federally chartered savings bank and a wholly owned subsidiary of
Charter Michigan ("Charter One Bank"), Haverfield Corporation, an Ohio
corporation ("Haverfield"), and Home Bank, F.S.B., a federally chartered savings
bank and a wholly owned first-tier subsidiary of Haverfield ("Home Bank").

         A. COFI , Charter One Bank, Charter Michigan, Haverfield and Home Bank
wish to provide for the terms and conditions of the following described business
combinations in which a newly formed Ohio business corporation and first-tier
subsidiary of COFI ("Merger Sub") will be merged (the "Company Merger") with and
into Haverfield, followed immediately by the merger (the "Michigan Merger") of
Haverfield into Charter Michigan and the merger (the "Bank Merger") of Home Bank
with and into Charter One Bank. The Company Merger, the Michigan Merger and the
Bank Merger are collectively referred to herein as the "Merger."

         B. For federal income tax purposes, it is intended that the Merger
shall qualify as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended ("Code"), and this Agreement shall
constitute a plan of reorganization pursuant to Section 368 of the Code.

         C. For accounting purposes, it is intended that the Merger shall be
accounted for as a pooling of interests.

         D. The parties hereto desire to make certain representations,
warranties, covenants and agreements in connection with the Merger and also to
prescribe various conditions to the Merger.

         E. Concurrently with the execution and delivery of this Agreement, and
as a condition to and inducement for COFI and Charter One Bank to enter into
this Agreement, COFI and each of the directors of Haverfield have entered into
voting agreements in the form attached hereto as Exhibit A ("Voting
Agreements").

         Accordingly, and in consideration of the representations, warranties,
covenants, agreements and conditions herein contained, the parties hereto agree
as follows:



<PAGE>   8



                                    ARTICLE I

                         THE MERGER AND RELATED MATTERS

         1.1 MERGER; SURVIVING CORPORATIONS AND RESULTING INSTITUTION. Subject
to the terms and conditions of this Agreement, and pursuant to the provisions of
the Michigan Business Corporation Act ("MBCA"), the Ohio General Corporation Law
("OGCL"), the Federal Deposit Insurance Act ("FDIA"), the Home Owners' Loan Act
("HOLA") and the rules and regulations promulgated under HOLA ("Thrift
Regulations"), (a) at the Effective Time (as defined in Section 1.2 hereof),
Merger Sub shall be merged with and into Haverfield pursuant to the terms and
conditions set forth herein, (b) immediately after the Effective Time,
Haverfield shall be merged with and into Charter Michigan pursuant to the terms
and conditions set forth herein and (c) thereafter at the Bank Merger Effective
Time (as defined in Section 1.2 hereof), Home Bank shall be merged with and into
Charter One Bank pursuant to the terms and conditions set forth herein. Upon the
consummation of the Company Merger, the separate corporate existence of Merger
Sub shall cease and Haverfield shall continue as the surviving corporation under
the laws of the State of Ohio. Upon consummation of the Michigan Merger, the
separate corporate existence of Haverfield shall cease and Charter Michigan
shall continue as the surviving corporation under the laws of the State of
Michigan. Upon consummation of the Bank Merger, the separate corporate existence
of Home Bank shall cease and Charter One Bank shall continue as the resulting
institution under the laws of the United States of America. The name of
Haverfield as the surviving corporation of the Company Merger shall remain
"Haverfield Corporation". From and after the Effective Time, Haverfield, as the
surviving corporation of the Company Merger, shall possess all of the properties
and rights and be subject to all of the liabilities and obligations of Merger
Sub and Haverfield, all as more fully described in the OGCL. The name of Charter
Michigan as the surviving corporation of the Michigan Merger shall remain
"Charter Michigan Bancorp, Inc." From and after the effective time of the
Michigan Merger, Charter Michigan, as the surviving corporation of the Michigan
Merger, shall possess all of the properties and rights and be subject to all of
the liabilities and obligations of Charter Michigan and Haverfield, all as more
fully described in the MBCA and OGCL. The name of Charter One Bank, as the
resulting institution of the Bank Merger, shall remain "Charter One Bank
F.S.B.". From and after the Bank Merger Effective Time, Charter One Bank, as the
resulting institution of the Bank Merger, shall possess all of the properties
and rights and be subject to all of the liabilities and obligations of Charter
One Bank and Home Bank (including any liquidation account of Home Bank
established in connection with its conversion from mutual to stock form), all as
more fully described in the Thrift Regulations.

         1.2 EFFECTIVE TIME OF THE MERGER. As soon as practicable after each of
the conditions set forth in Article VI hereof have been satisfied or waived, the
parties will file, or cause to be filed, with the Ohio Secretary of State and
the Michigan Department of Commerce and the Office of Thrift Supervision ("OTS")
such certificates of merger, articles of combination and other documents as they
may deem necessary or appropriate for the Company Merger, the Michigan Merger
and the Bank Merger, which certificates of merger,

                                        2


<PAGE>   9



articles of combination and other documents shall in each case be in the form
required by and executed in accordance with the applicable provisions of the
OGCL, MCBA and the Thrift Regulations, respectively. The Company Merger shall
become effective at the time the certificate of merger for such merger is filed
with the Ohio Secretary of State ("Effective Time"). The Michigan Merger shall
become effective at the time the certificate(s) of merger for such merger are
filed with the Ohio Secretary of State and the Michigan Department of Commerce.
The Bank Merger shall become effective at the time the articles of combination
for such merger are endorsed by the Secretary of the OTS pursuant to the Thrift
Regulations ("Bank Merger Effective Time"). The parties shall cause the Company
Merger to become effective immediately prior to the Michigan Merger, and the
Michigan Merger to become effective immediately prior to the Bank Merger.

         1.3      COMPANY MERGER.

                  (a)      CONVERSION OF HAVERFIELD STOCK.  At the Effective 
                           Time:

                           (i) Each share of common stock of Haverfield, $.01
                  par value per share (the "Haverfield Common Stock"), issued
                  and outstanding immediately prior thereto (except for
                  Dissenting Shares, if applicable, as defined in Section 1.3(d)
                  hereof) shall, by virtue of the Company Merger and without any
                  action on the part of the holder thereof, but subject to
                  Section 1.3(f) hereof, be converted into the right to receive
                  shares common stock of COFI, par value $.01 per share ("COFI
                  Common Stock") at the Exchange Ratio (as defined in Section
                  1.3(b)), including the corresponding number of rights
                  associated with the COFI Common Stock pursuant to the Rights
                  Agreement dated November 20, 1989, as amended on May 26, 1995,
                  between COFI and The First National Bank of Boston as Rights
                  Agent.

                           Notwithstanding any other provision of this
                  Agreement, any shares of Haverfield Common Stock issued and
                  outstanding immediately prior to the Effective Time which are
                  then owned beneficially or of record by COFI, Charter One
                  Bank, Haverfield, Home Bank or by any direct or indirect
                  Subsidiary (as hereinafter defined) of any of them or held in
                  the treasury of Haverfield (other than any shares of
                  Haverfield Common Stock held (A) directly or indirectly in
                  trust accounts, managed accounts and the like, or otherwise
                  held in a fiduciary capacity, that are beneficially owned by
                  third parties or (B) in respect of a debt previously
                  contracted) shall, by virtue of the Company Merger, be
                  canceled without payment of any consideration therefor and
                  without any conversion thereof.

                           (ii) Each share of Merger Sub common stock issued and
                  outstanding immediately prior to the Effective Time shall be
                  automatically converted into an identical number of issued and
                  outstanding shares of Haverfield common stock after the
                  Effective Time.

                                        3


<PAGE>   10




                           (iii) The holders of certificates formerly
                  representing shares of Haverfield Common Stock shall cease to
                  have any rights as stockholders of Haverfield, except such
                  rights, if any, as they may have pursuant to the OGCL. Except
                  as provided above, until certificates representing shares of
                  Haverfield Common Stock are surrendered for exchange, the
                  certificates shall, after the Effective Time, represent for
                  all purposes only the right to receive the number of whole
                  shares of COFI Common Stock into which such shares of
                  Haverfield Common Stock shall have been converted by the
                  Company Merger as provided above and the right to receive the
                  cash value of any fraction of a share of COFI Common Stock as
                  provided below (collectively, the "Merger Consideration").

                  (b)      EXCHANGE RATIO.

                           (i) If the Average COFI Stock Price (as hereinafter
                  defined) is equal to or greater than $41.09 and less than or
                  equal to $55.60, then the Exchange Ratio shall be (rounded to
                  the fourth decimal place) (A) $27.00, divided by (B) the
                  Average COFI Stock Price. The "Average COFI Stock Price" means
                  the average (rounded down to the nearest whole cent) of the
                  closing sale price of one share of COFI Common Stock on the
                  Nasdaq National Market for the 20 consecutive full trading
                  days ending on the fifth business day immediately prior to the
                  Closing Date.

                           (ii) If the Average COFI Stock Price is less than
                  $41.09 but equal to or greater than $38.05, then the Exchange
                  Ratio shall be .6571.

                           (iii) If the Average COFI Stock Price is less than
                  $38.05 but equal to or greater than $36.55, then the Exchange
                  Ratio shall be (rounded to the fourth decimal place) (A)
                  $25.00, divided by (B) the Average COFI Stock Price.

                           (iv) If the Average COFI Stock Price is less than
                  $36.55, then subject to the provisions of Section 7.1(g), the
                  Exchange Ratio shall be .6840.

                           (v) If the Average COFI Stock Price is greater than
                  $55.60, then the Exchange Ratio shall be .4856.

                           (vi) If, subsequent to the date of this Agreement but
                  prior to the Effective Time, the outstanding shares of COFI
                  Common Stock shall, through a reclassification,
                  recapitalization, stock dividend, stock split or reverse stock
                  split have been increased, decreased, changed into or
                  exchanged for a different number or kind of shares or
                  securities, appropriate adjustment will be made to the
                  Exchange Ratio.

                  (c) RESERVATION OF SHARES. Prior to the Effective Time, the
         Board of Directors of COFI shall reserve for issuance a sufficient
         number of shares of COFI

                                        4


<PAGE>   11



         Common Stock for the purpose of issuing its shares to the stockholders
         of Haverfield in accordance herewith.

                  (d) DISSENTING SHARES. Any shares of Haverfield Common Stock
         held by a holder who dissents from the Company Merger in accordance
         with Section 1701.85 of the OGCL shall be herein called "Dissenting
         Shares". Notwithstanding any other provision of this Agreement, any
         Dissenting Shares shall not, after the Effective Time, be entitled to
         vote for any purpose or receive any dividends or other distributions
         and shall be entitled only to such rights as are afforded in respect of
         Dissenting Shares pursuant to the OGCL.

                  (e)      EXCHANGE OF HAVERFIELD COMMON STOCK.

                  Effective Time, holders of record of certificates formerly
                  representing shares of Haverfield Common Stock
                  ("Certificates") shall be instructed to tender such
                  Certificates to an independent exchange agent to be selected
                  by COFI (the "Exchange Agent") pursuant to a letter of
                  transmittal that COFI shall deliver or cause to be delivered
                  to such holders. Such letter of transmittal shall specify that
                  risk of loss and title to Certificates shall pass only upon
                  acceptance of such Certificates by COFI or the Exchange Agent.

                           (ii) After the Effective Time, each holder of a
                  Certificate that surrenders such Certificate to COFI or the
                  Exchange Agent will, upon acceptance thereof by COFI or the
                  Exchange Agent, be entitled to the Merger Consideration
                  payable in respect of the shares represented thereby.

                           (iii) COFI or the Exchange Agent shall accept
                  Certificates upon compliance with such reasonable terms and
                  conditions as COFI or the Exchange Agent may impose to effect
                  an orderly exchange thereof in accordance with customary
                  exchange practices. Certificates shall be appropriately
                  endorsed or accompanied by such instruments of transfer as
                  COFI or the Exchange Agent may reasonably require.

                           (iv) Each outstanding Certificate, other than those
                  representing Dissenting Shares, shall until duly surrendered
                  to COFI or the Exchange Agent be deemed to evidence the right
                  to receive the Merger Consideration.

                           (v) After the Effective Time, holders of Certificates
                  shall cease to have rights with respect to the Haverfield
                  Common Stock previously represented by such Certificates, and
                  their sole rights (other than the holders of Certificates
                  representing Dissenting Shares) shall be to exchange such
                  Certificates for the Merger Consideration. At the Effective
                  Time, Haverfield shall deliver a certified copy of a list of
                  its stockholders to COFI or the

                                        5


<PAGE>   12



                  Exchange Agent. After the Effective Time, there shall be no
                  further transfer on the records of Haverfield of Certificates,
                  and if such Certificates are presented to Haverfield for
                  transfer, they shall be canceled against delivery of the
                  Merger Consideration. COFI shall not be obligated to deliver
                  the Merger Consideration to any holder of Haverfield Common
                  Stock until such holder surrenders the Certificates as
                  provided herein. No dividends declared will be remitted to any
                  person entitled to receive COFI Common Stock under this
                  Agreement until such person surrenders the Certificate
                  representing the right to receive such COFI Common Stock, at
                  which time such dividends on whole shares of COFI Common Stock
                  with a record date on or after the Effective Time shall be
                  remitted to such person, without interest and less any taxes
                  that may have been imposed thereon. Certificates surrendered
                  for exchange by any person constituting an "affiliate" of
                  Haverfield for purposes of Rule 145 under the Securities Act
                  of 1933 and the rules and regulations thereunder (the
                  "Securities Act") shall not be exchanged for certificates
                  representing COFI Common Stock until COFI has received a
                  written agreement from such person as specified in Section
                  5.3. Neither the Exchange Agent nor any party to this
                  Agreement nor any affiliate thereof shall be liable to any
                  holder of Haverfield Common Stock represented by any
                  Certificate for any consideration paid to a public official
                  pursuant to applicable abandoned property, escheat or similar
                  laws. COFI and the Exchange Agent shall be entitled to rely
                  upon the stock transfer books of Haverfield to establish the
                  identity of those persons entitled to receive consideration
                  specified in this Agreement, which books shall be conclusive
                  with respect thereto. In the event of a dispute with respect
                  to ownership of stock represented by any Certificate, COFI or
                  the Exchange Agent shall be entitled to deposit any
                  consideration in respect thereof in escrow with an independent
                  third party and thereafter be relieved with respect to any
                  claims thereto.

                           (vi) If the Merger Consideration is to be issued to a
                  person other than a person in whose name a surrendered
                  Certificate is registered, it shall be a condition of issuance
                  that the surrendered Certificate shall be properly endorsed or
                  otherwise in proper form for transfer and that the person
                  requesting such issuance shall pay to COFI or the Exchange
                  Agent any required transfer or other taxes or establish to the
                  satisfaction of COFI or the Exchange Agent that such tax has
                  been paid or is not applicable.

                           (vii) In the event any Certificate shall have been
                  lost, stolen or destroyed, the owner of such lost, stolen or
                  destroyed Certificate shall deliver to COFI or the Exchange
                  Agent an affidavit stating such fact, in form satisfactory to
                  COFI, and, at COFI's discretion, a bond in such reasonable sum
                  as COFI or the Exchange Agent may direct as indemnity against
                  any claim that may be made against COFI or Haverfield or its
                  successor or any other party with respect to the Certificate
                  alleged to have been lost, stolen or destroyed. Upon

                                        6


<PAGE>   13



                  such delivery, the owner shall have the right to receive the
                  Merger Consideration with respect to the shares represented by
                  the lost, stolen or destroyed Certificate.

                  (f) NO FRACTIONAL SHARES. Notwithstanding any other provision
                  of this Agreement, neither certificates nor scrip for
                  fractional shares of COFI Common Stock shall be issued in the
                  Company Merger. Each holder who otherwise would have been
                  entitled to a fraction of a share of COFI Common Stock shall
                  receive in lieu thereof cash (without interest) in an amount
                  determined by multiplying the fractional share interest to
                  which such holder would otherwise be entitled by the COFI
                  Share Price on the last business day preceding the Effective
                  Time. The "COFI Share Price" shall mean the closing sale price
                  (rounded down to the nearest whole cent) of one share of COFI
                  Common Stock as reported on the Nasdaq National Market. No
                  such holder shall be entitled to dividends, voting rights or
                  any other rights in respect of any fractional share interest.

                  (g) STOCK OPTIONS. The Home Bank Stock Compensation Plan
         including Plans I and II thereto ("1985 Option Plan") and the
         Haverfield 1995 Stock Option Plan ("1995 Option Plan") and each option
         granted thereunder outstanding on the date hereof and remaining
         outstanding immediately prior to the Effective Time shall, at the
         Effective Time, be assumed by COFI and each such option shall be
         converted automatically into an option to purchase shares of COFI
         Common Stock in an amount and at an exercise price determined as
         provided below (and otherwise subject to the terms of the 1985 Option
         Plan or 1995 Option Plan, whichever is applicable):

                           (i) the number of shares of COFI Common Stock to be
                  subject to the new option shall be equal to the product of the
                  number of shares of Haverfield Common Stock subject to the
                  original option and the Exchange Ratio, provided that any
                  fractional share of COFI Common Stock resulting from such
                  multiplication shall be rounded down to the nearest share; and

                           (ii) the exercise price per share of COFI Common
                  Stock under the new option shall be equal to the exercise
                  price per share of Haverfield Common Stock under the original
                  option divided by the Exchange Ratio, provided that such
                  exercise price shall be rounded down to the nearest cent.

                  The adjustment provided herein with respect to any options
         which are "incentive stock options" (as defined in Section 422 of the
         Code) shall be and is intended to be effected in a manner which is
         consistent with Section 424(a) of the Code. The duration and other
         terms of the new option shall be the same as the original option,
         except that all references to Haverfield shall be deemed to be
         references to COFI.

                                        7


<PAGE>   14




                  (h) ARTICLES OF INCORPORATION AND CODE OF REGULATIONS OF THE
         SURVIVING CORPORATION. The Articles of Incorporation and Code of
         Regulations of Haverfield, as in effect immediately prior to the
         Effective Time, shall be the Articles of Incorporation and Code of
         Regulations of Haverfield, as the surviving corporation of the Company
         Merger, until either is thereafter amended in accordance with
         applicable law.

                  (i) DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. The
         directors and officers of Merger Sub immediately prior to the Effective
         Time shall be the directors and officers of Haverfield, as the
         surviving corporation of the Company Merger, until their respective
         successors shall be duly elected and qualified or otherwise duly
         selected.

         1.4      MICHIGAN MERGER.

                  (a) CANCELLATION OF HAVERFIELD COMMON STOCK. At the effective
         time of the Michigan Merger, each share of common stock of Haverfield
         issued and outstanding immediately prior thereto shall, by virtue of
         the Michigan Merger, be canceled. No new shares of capital stock or
         other securities or obligations of Charter Michigan shall be issued
         with respect to or in exchange for such canceled shares, and such
         canceled shares of Haverfield common stock shall not be converted into
         capital stock or other securities or obligations of Charter Michigan.

                  (b) ARTICLES OF INCORPORATION AND BYLAWS OF THE SURVIVING
         CORPORATION. The Articles of Incorporation and Bylaws of Charter
         Michigan, as in effect immediately prior to the Effective Time, shall
         be the Articles of Incorporation and Bylaws of Charter Michigan, as the
         surviving corporation of the Michigan Merger, until either is
         thereafter amended in accordance with applicable law.

                  (c) DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. The
         directors and officers of Charter Michigan immediately prior to the
         Effective Time shall be the directors and officers of Charter Michigan,
         as the surviving corporation of the Michigan Merger, until their
         respective successors shall be duly elected and qualified or otherwise
         duly selected.

                  (d) SERVICE OF PROCESS. At the effective time of the Michigan
         Merger, Charter Michigan, as the surviving corporation of the Michigan
         Merger, consents to be sued and served with process in the State of
         Ohio and irrevocably appoints the Secretary of State of the State of
         Ohio as its agent to accept service of process in any proceeding in the
         State of Ohio to enforce against it any obligation of Haverfield or to
         enforce the right of the holders of Dissenting Shares.

                  (e) ADDITIONAL FILING REQUIREMENTS. Charter Michigan, as the
         surviving corporation of the Michigan Merger, does not intend to
         transact business in the State of Ohio and does not desire to be
         licensed to transact business in the State of Ohio.

                                        8


<PAGE>   15



         Accordingly, at the time a certificate of merger relating to the
         Michigan Merger is filed with the Secretary of State of the State of
         Ohio, it shall be accompanied by the affidavits, receipts, certificates
         or other evidence required by Division (H) of Section 1701.86 of the
         OGCL with respect to Haverfield.

                  (f) PRINCIPAL OFFICE. The location of the principal office of
         Charter Michigan, as the surviving corporation of the Michigan Merger,
         in the State of Michigan is 13606 Michigan Avenue, 2nd Floor, Dearborn,
         Michigan 48126..

         1.5      BANK MERGER.

                  (a) CANCELLATION OF HOME BANK COMMON STOCK. At the Bank Merger
         Effective Time, each share of common stock of Home Bank ("Home Bank
         Common Stock") issued and outstanding immediately prior thereto shall,
         by virtue of the Bank Merger, be canceled. No new shares of capital
         stock or other securities or obligations of Charter One Bank shall be
         issued with respect to or in exchange for such canceled shares, and
         such canceled shares of Home Bank Common Stock shall not be converted
         into capital stock or other securities or obligations of Charter One
         Bank.

                  (b) CHARTER AND BYLAWS OF THE RESULTING INSTITUTION. The
         charter and bylaws of Charter One Bank, as in effect immediately prior
         to the Bank Merger Effective Time, shall, without any change, be the
         charter and bylaws of Charter One Bank, as the resulting institution of
         the Bank Merger, until either is thereafter amended in accordance with
         applicable law.

                  (c) DIRECTORS OF THE RESULTING INSTITUTION. The directors of
         Charter One Bank, as the resulting institution of the Bank Merger,
         shall be those persons listed in Exhibit B to this Agreement. Such
         directors shall continue in office until their successors are duly
         elected and qualified or otherwise duly selected.

                  (d) OFFICES OF THE RESULTING INSTITUTION. The home and other
         offices of Charter One Bank, as the resulting institution of the Bank
         Merger, shall be as listed in Exhibit C to this Agreement.

         1.6 CLOSING. Subject to the provisions of Article VI hereof, the
closing of the transactions contemplated by this Agreement (the "Closing") shall
take place as soon as practicable after satisfaction or waiver of all of the
conditions to Closing, and shall be at 10:00 a.m. on the first business day of
the first calendar month following the satisfaction of all of the conditions to
Closing, at the executive offices of COFI or at such other date, time and
location as is mutually agreed to by COFI and Haverfield, but in no event prior
to September 1, 1997. The date on which the Closing actually occurs is herein
referred to as the "Closing Date".

         1.7 RESERVATION OF RIGHT TO REVISE TRANSACTION.  After consultation 
with Haverfield,

                                        9


<PAGE>   16



COFI shall have the unilateral right to change the method of effecting the
Merger (including without limitation the provisions of this Article I), to the
extent permitted by applicable law and to the extent it deems such change to be
desirable, provided, however, that no such change shall (a) alter or change the
amount or kind of the Merger Consideration or the treatment of stock options as
set forth in Section 1.3(g) hereof, (b) diminish the benefits to be received by
the directors, officers or employees of Haverfield and Home Bank as set forth in
this Agreement or in any other agreements between the parties made in connection
with this Agreement, (c) materially impede or delay the consummation of the
Company Merger or (d) adversely affect the tax treatment of Haverfield
stockholders as a result of receiving the Merger Consideration. COFI may
exercise this right of revision by giving written notice thereof in the manner
provided in Section 8.2 of this Agreement.

                                   ARTICLE II

           REPRESENTATIONS AND WARRANTIES OF COFI AND CHARTER ONE BANK

         COFI and Charter One Bank jointly and severally represent and warrant
to Haverfield and Home Bank that:

         2.1      ORGANIZATION.

                  (a) COFI is a corporation duly organized, validly existing and
         in good standing under the laws of the State of Delaware and has all
         requisite power and authority, corporate and otherwise, to own, operate
         and lease its assets and properties and to carry on its business
         substantially as it has been and is now being conducted. COFI is duly
         qualified to do business and is in good standing in each jurisdiction
         where the character of the assets or properties owned or leased by it
         or the nature of the business transacted by it requires that it be so
         qualified, except where the failure to so qualify would not have a
         Material Adverse Effect (as defined in Section 2.1(b) hereof)) on COFI
         or its ability to consummate the transactions contemplated herein. COFI
         has all requisite corporate power and authority to enter into this
         Agreement and, subject to the receipt of all requisite regulatory
         approvals and the expiration of applicable waiting periods, to
         consummate the transactions contemplated hereby. COFI is duly
         registered as a savings and loan holding company under HOLA.

                  (b) As used in this Agreement, the term "Material Adverse
         Effect" with respect to COFI or Haverfield means any condition, event,
         change or occurrence that has or may reasonably be expected to have a
         material adverse effect on the condition (financial or otherwise),
         properties, business, operations, assets or deposit liabilities of such
         entity taken together with its affiliated entities on a consolidated
         basis; it being understood that a Material Adverse Effect shall not
         include: (i) a change with respect to, or effect on, such entity and
         its Subsidiaries resulting from a change in law, rule, regulation,
         generally accepted accounting principles or regulatory accounting
         principles, as such would apply to the financial statements of such
         entity on a

                                       10


<PAGE>   17



         consolidated basis; (ii) a change with respect to, or effect on, such
         entity and its Subsidiaries resulting from expenses (such as legal,
         accounting and investment bankers' fees) incurred in connection with
         this Agreement; (iii) a change with respect to, or effect on, such
         entity and its Subsidiaries resulting from any other matter affecting
         depository institutions generally including, without limitation,
         changes in general economic conditions and changes in prevailing
         interest and deposit rates; or (iv) in the case of Haverfield, any
         financial change resulting from adjustments taken pursuant to Section
         4.2 hereof.

         2.2 AUTHORIZATION. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been
duly approved and authorized by the Boards of Directors of COFI, Charter
Michigan and Charter One Bank, and no other corporate action on their part is
required to be taken. This Agreement has been duly executed and delivered by
COFI, Charter Michigan and Charter One Bank and constitutes the valid and
binding obligation of each of them and is enforceable against each of them,
except to the extent that enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable
principles or doctrines.

         2.3 CONFLICTS. Subject to the second sentence of this Section 2.3, the
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby will not, conflict with or result in any
violation, breach or termination of, or default or loss of a material benefit
under, or permit the acceleration of any obligation under, or result in the
creation of any material lien, charge or encumbrance on any of the property or
assets under, any provision of the Certificate of Incorporation or Bylaws of
COFI or similar documents of any COFI Subsidiary or any mortgage, indenture,
lease, agreement or other instrument, permit, concession, grant, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to COFI or any COFI Subsidiary or their respective properties, other
than any such conflicts, violations or defaults which (i) will be cured or
waived prior to the Effective Time; (ii) are not material to the conduct of
business or operations of COFI or any COFI Subsidiary; or (iii) are disclosed in
Section 2.3 of that certain confidential writing delivered by COFI to Haverfield
within two business days prior to the date hereof (the "COFI Disclosure
Schedule"). No consent, approval, order or authorization of, or registration,
declaration or filing with, any federal or state governmental authority is
required by or with respect to COFI, Charter Michigan or Charter One Bank, in
connection with the execution and delivery of this Agreement or the consummation
by them of the transactions contemplated hereby except for: (a) the filing of
all required regulatory applications by COFI, Haverfield and/or their respective
Subsidiaries for approval of the transactions contemplated by this Agreement;
(b) the filing by COFI of the registration statement relating to the COFI Common
Stock to be issued pursuant to this Agreement ("Registration Statement") with
the United States Securities and Exchange Commission ("SEC") and various blue
sky authorities, which Registration Statement shall include the prospectus/proxy
statement ("Proxy Statement") for use in connection with the Haverfield
stockholders' meeting to approve the Company Merger ("Haverfield Stockholders'
Meeting"); (c) the filing of certificates of merger with respect to the Company
Merger and the Michigan

                                       11


<PAGE>   18



Merger with the Ohio Secretary of State and the Michigan Department of Commerce
and the filing of additional documents with the State of Ohio as described in
Section 1.4(e); (d) the filing of the articles of combination with the OTS
relating to the Bank Merger; (e) any filings, approvals or no-action letters
with or from state securities authorities; and (f) any anti-trust filings,
consents, waivers or approvals.

         2.4 ANTI-TAKEOVER PROVISIONS INAPPLICABLE. To the best knowledge of
COFI and Charter One Bank, no "business combination," "moratorium," "control
share" or other state anti-takeover statute or regulation (i) applies to the
Company Merger, (ii) prohibits or restricts the ability of COFI, Merger Sub,
Charter Michigan or Charter One Bank to perform its obligations under this
Agreement or its ability to consummate the transactions contemplated hereby,
(iii) would have the effect of invalidating or voiding this Agreement or any
provision hereof, or (iv) would subject Haverfield or Home Bank to any material
impediment or condition in connection with the exercise of any of its rights
under this Agreement.

         2.5      CAPITALIZATION.

                  (a) As of the date hereof, the authorized capital stock of
         COFI consists of (i) 180,000,000 shares of COFI Common Stock, $0.01 par
         value per share, of which, as of February 28, 1997, 46,330,703 shares
         were issued and outstanding and (ii) 20,000,000 shares of preferred
         stock, $0.01 par value per share, of which none are issued and
         outstanding. All of the issued and outstanding shares of COFI Common
         Stock have been, and all of the shares of COFI Common Stock to be
         issued in the Company Merger will be, at the Effective Time, duly and
         validly authorized and issued, and are or will be, as the case may be,
         fully paid and non-assessable. None of the outstanding shares of COFI
         Common Stock has been issued in violation of any preemptive rights of
         the current or past stockholders of COFI and none of the outstanding
         shares of COFI Common Stock is or will be entitled to any preemptive
         rights in respect of the Company Merger or any of the other
         transactions contemplated by this Agreement.

                  (b) As of March 31, 1997, COFI does not have outstanding any
         securities or rights convertible into or exchangeable for COFI Common
         Stock or any commitments, contracts, understandings or arrangements by
         which COFI is or may be bound to issue additional shares of COFI Common
         Stock, except pursuant to employee and director stock options or as
         otherwise set forth in Section 2.5 of the COFI Disclosure Schedule.

         2.6 COFI FINANCIAL STATEMENTS; MATERIAL CHANGES. COFI has heretofore
delivered to Haverfield its audited consolidated financial statements for
calendar years ended December 31, 1996 and December 31, 1995 (together the "COFI
Financial Statements"). The COFI Financial Statements (x) are true and correct
in all material respects; (y) have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto); and (z) fairly

                                       12


<PAGE>   19



present the consolidated financial position of COFI as of the dates thereof and
the consolidated results of its operations, shareholders' equity, cash flows and
changes in financial position for the periods then ended. Since December 31,
1996 to the date hereof, COFI and the COFI Subsidiaries have not undergone or
suffered any changes in their respective condition (financial or otherwise),
properties, business or operations which have been, in any case or in the
aggregate, materially adverse to COFI on a consolidated basis except as
disclosed in Section 2.6 of the COFI Disclosure Schedule. No facts or
circumstances have been discovered from which it reasonably appears that there
is a significant risk and reasonable probability that COFI will suffer or
experience a Material Adverse Effect.

         2.7      COFI SUBSIDIARIES.

                  (a) All of the COFI Subsidiaries as of the date of this
         Agreement are listed in Section 2.7 of the COFI Disclosure Schedule.
         COFI owns directly or indirectly all of the issued and outstanding
         shares of capital stock of the COFI Subsidiaries. No capital stock of
         any of the COFI Subsidiaries is, or may become required to be, issued
         (other than to COFI or another COFI Subsidiary) by reason of any
         options, warrants, scrip, right to subscribe to, calls, or commitments
         of any character whatsoever relating to, or securities or rights
         convertible into or exchangeable for, shares of the capital stock of
         any COFI Subsidiary. All of the shares of capital stock of each COFI
         Subsidiary held by COFI or a COFI Subsidiary are fully paid and
         non-assessable and are owned free and clear of any claim, lien or
         encumbrance, except as disclosed in Section 2.7 of the COFI Disclosure
         Schedule.

                  (b) Each COFI Subsidiary is either a savings bank or a
         corporation and is duly organized, validly existing and in good
         standing under the laws of the jurisdiction in which it is incorporated
         or organized, and is duly qualified to do business and in good standing
         in each jurisdiction where the character of the assets or properties
         owned or leased by it or the nature of the business transacted by it
         requires it to be so qualified, except where the failure to so qualify,
         either individually or in the aggregate, would not have a Material
         Adverse Effect on COFI or the ability of COFI, Merger Sub, Charter
         Michigan or Charter One Bank to consummate the transactions
         contemplated herein. Each COFI Subsidiary has the corporate power and
         authority necessary for it to own, operate or lease its assets and
         properties and to carry on its business as it has been and is now being
         conducted.

                  (c) For purposes of this Agreement, an "COFI Subsidiary" or a
         "Subsidiary" of COFI shall mean each corporation, savings bank and
         other entity in which COFI owns or controls directly or indirectly 10%
         or more of the outstanding equity securities; provided, however, there
         shall not be included any such entity acquired in good faith through
         foreclosure, or any such entity to the extent that the equity
         securities of such entity are owned or controlled in a bona fide
         fiduciary capacity.

                  (d) Charter One Bank is a member in good standing of the
         Federal Home

                                       13


<PAGE>   20



         Loan Bank System. All eligible deposit accounts issued by Charter One
         Bank are insured by the Federal Deposit Insurance Corporation ("FDIC")
         through the Savings Association Insurance Fund ("SAIF") to the full
         extent permitted under applicable law. Charter One Bank is, and at all
         times since June 1, 1990 has been, a "domestic building and loan
         association" as defined in Section 7701(a)(19) of the Code and a
         "qualified thrift lender" as defined in Section 10(m) of HOLA.

         2.8 COFI FILINGS. COFI has previously made available, or will make
available prior to the Effective Time, to Haverfield true and correct copies of
its (i) proxy statements relating to all meetings of its stockholders (whether
special or annual) during calendar years 1995, 1996, and 1997 and (ii) all other
reports, as amended, or filings, as amended, required to be filed under the
Securities and Exchange Act of 1934, as amended (the "Securities Exchange Act")
by COFI with the SEC since January 1, 1995 including without limitation on Forms
10-K, 10-Q and 8-K.

         2.9 COFI REPORTS. Each of COFI and the COFI Subsidiaries has filed, and
will continue to file, all reports and statements, together with any amendment
required to be made with respect thereto, that it was, or will be required to
file with the SEC, the FDIC, the OTS, the National Association of Securities
Dealers ("NASD") and other applicable thrift, securities and other regulatory
authorities (except filings which are not material). As of their respective
dates (and without giving effect to any amendments or modifications filed after
the date of this Agreement with respect to reports and documents filed before
the date of this Agreement), each of such reports and documents, including the
financial statements, exhibits, and schedules thereto, complied in all material
respects with all of the statutes, rules and regulations enforced or promulgated
by the authority with which they were filed and did not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in light of the circumstances under
which they were made, not misleading. Other than normal examinations conducted
by the Internal Revenue Service, state and local taxing authorities, the OTS or
the FDIC in the regular course of the business of COFI or the COFI Subsidiaries,
no federal, state or local governmental agency, commission or other entity has
initiated any proceeding or, to the best knowledge of COFI and Charter One Bank,
investigation into the business or operations of COFI or the COFI Subsidiaries
within the past two (2) years except as set forth in Section 2.9 of the COFI
Disclosure Schedule. There is no unresolved violation, criticism or exception by
the SEC, OTS, FDIC or other agency, commission or entity with respect to any
report or statement referred to herein that is material to COFI or any COFI
Subsidiary on a consolidated basis.

         2.10     COMPLIANCE WITH LAWS.

                  (a) Except as disclosed in Section 2.10 of the COFI Disclosure
         Schedule, the businesses of COFI and the COFI Subsidiaries are not
         being conducted in violation of any law, ordinance or regulation of any
         governmental entity, including, without limitation, any laws affecting
         financial institutions (including those pertaining to the Bank Secrecy
         Act, the investment of funds, the lending of money, the collection of

                                       14


<PAGE>   21



         interest and the extension of credit), federal and state securities
         laws, laws and regulations relating to financial statements and
         reports, truth-in-lending, truth-in-savings, usury, fair credit
         reporting, consumer protection, occupational safety, fair employment
         practices, fair labor standards and laws and regulations relating to
         employees and employee benefits, and any statutes or ordinances
         relating to the properties occupied or used by COFI or any COFI
         Subsidiary, except for possible violations which either singly or in
         the aggregate do not and, insofar as reasonably can be foreseen in the
         future, will not have a Material Adverse Effect on COFI.

                  (b) Except as disclosed in Section 2.10 of the COFI Disclosure
         Schedule, no investigation or review by any governmental entity with
         respect to COFI or any COFI Subsidiary is pending or, to the best
         knowledge of COFI and Charter One Bank, threatened, nor has any
         governmental entity indicated to COFI or any COFI Subsidiary an
         intention to conduct the same, other than normal thrift regulatory
         examinations and those the outcome of which will not have a Material
         Adverse Effect on COFI.

                  (c) COFI and each of the COFI Subsidiaries, where applicable,
         is in substantial compliance with the applicable provisions of the
         Community Reinvestment Act of 1977 and the regulations promulgated
         thereunder. As of the date of this Agreement, neither COFI nor Charter
         One Bank has been advised of the existence of any fact or circumstance
         or set of facts or circumstances which, if true, would cause COFI or
         any of the COFI Subsidiaries to fail to be in substantial compliance
         with such provisions. No COFI Subsidiary that is a financial
         institution has received a rating from an applicable regulatory
         authority which is less than "satisfactory."

         2.11 REGISTRATION STATEMENT; PROXY STATEMENT. The information to be
supplied by COFI for inclusion in the Registration Statement will not, at the
time the Registration Statement is declared effective and at the Effective Time,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. The information to be supplied by COFI for inclusion in the Proxy
Statement will not, on the date the Proxy Statement (or any amendment thereof or
supplement thereto) is first mailed to Haverfield's stockholders, at the time of
the Haverfield Stockholders' Meeting, and at the Effective Time, contain any
statement that, in light of the circumstances under which it is made, is false
or misleading with respect to any material fact, omits to state any material
fact necessary in order to make the statements made therein not false or
misleading, or omits to state any material fact necessary to correct any
statement in any earlier communication with respect to the solicitation of
proxies for the Haverfield Stockholders' Meeting that has become false or
misleading. If, at any time prior to the Effective Time, any event relating to
COFI or any of its affiliates, officers, or directors is discovered by COFI that
should be set forth in an amendment to the Registration Statement or a
supplement to the Proxy Statement, COFI will promptly inform Haverfield and such
amendment or supplement will be promptly filed with the SEC and, as required by
law, disseminated to the stockholders of Haverfield. Notwithstanding the
foregoing, COFI makes

                                       15


<PAGE>   22



no representation or warranty with respect to any information supplied by
Haverfield that is contained in any of the Registration Statement or the Proxy
Statement. The Proxy Statement and the Registration Statement will (with respect
to COFI) comply in all material respects as to form and substance with the
requirements of the Exchange Act, the Securities Act, and the rules and
regulations thereunder.

         2.12 LITIGATION. Except as disclosed in Section 2.12 of the COFI
Disclosure Schedule, there is no suit, action, investigation or proceeding,
legal, quasi-judicial, administrative or otherwise, pending or, to the best
knowledge of COFI and Charter One Bank threatened, against or affecting COFI or
any COFI Subsidiary, or any of their respective officers, directors, employees
or agents, in their capacities as such, which if adversely determined, would
have a Material Adverse Effect on COFI or which would materially affect the
ability of COFI, Merger Sub, Charter Michigan or Charter One Bank to consummate
the transactions contemplated herein or which is seeking to enjoin consummation
of the transactions provided for herein or to obtain other relief in connection
with this Agreement or the transactions contemplated hereby, nor is there any
judgment, decree, injunction, rule or order of any court, governmental
department, commission agency, instrumentality or arbitrator outstanding against
COFI or any COFI Subsidiary or any of their respective officers, directors,
employees or agents, in their capacities as such, having, or which, insofar as
reasonably can be foreseen in the future, would have any such effect.

         2.13 LICENSES. COFI and the COFI Subsidiaries hold all licenses,
certificates, permits, franchises and all patents, trademarks, service marks,
trade names, copyrights or rights thereto, and required authorizations,
approvals, consents, licenses, clearances and orders or registrations with all
appropriate federal, state or other authorities that are material to the conduct
of their respective businesses as now conducted and as presently proposed to be
conducted.

         2.14     TAXES.

                  (a) Except as disclosed in Section 2.14 of the COFI Disclosure
         Schedule, COFI and the COFI Subsidiaries have each timely filed all tax
         and information returns required to be filed and have paid (or COFI has
         paid on behalf of its Subsidiaries), or have accrued on their
         respective books and set up an adequate reserve for the payment of, all
         taxes reflected on such returns or required to be paid in respect of
         the periods covered by such returns and have accrued on their
         respective books and set up an adequate reserve for the payment of all
         income and other taxes anticipated to be payable in respect of periods
         through the end of the calendar month next preceding the date hereof.
         Neither COFI nor any COFI Subsidiary is delinquent in the payment of
         any tax, assessment or governmental charge. No deficiencies for any
         taxes have been proposed, asserted or assessed against COFI or any COFI
         Subsidiary that have not been resolved or settled, and no requests for
         waivers of the time to assess any such tax are pending or have been
         agreed to. Except as set forth in Section 2.14 of the COFI Disclosure
         Schedule, neither COFI nor any COFI Subsidiary is currently subject to

                                       16


<PAGE>   23



         audit or examination of any of its income tax returns by the Internal
         Revenue Service or any state, municipal or other taxing authority.
         Neither COFI nor any COFI Subsidiary is a party to any action or
         proceeding by any governmental authority for the assessment or the
         collection of taxes. Deferred taxes of COFI and the COFI Subsidiaries
         have been accounted for in accordance with generally accepted
         accounting principles.

                  (b) COFI has not filed any consolidated federal income tax
         return with an "affiliated group" (within the meaning of Section 1504
         of the Code), where COFI was not the common parent of the group.
         Neither COFI nor any COFI Subsidiary is, or has been a party to any tax
         allocation agreement or arrangement pursuant to which it has any
         contingent or outstanding liability to anyone other than COFI or a COFI
         Subsidiary.

                  (c) COFI and the COFI Subsidiaries have each withheld amounts
         from its employees, stockholders or holders of public deposit accounts
         in compliance with the tax withholding provisions of applicable
         federal, state and local laws, have filed all federal, state and local
         returns and reports for all periods for which such returns or reports
         would be due with respect to income tax withholding, social security,
         unemployment taxes, income and other taxes and all payments or deposits
         with respect to such taxes have been timely made and, except as set
         forth in Section 2.14 of the COFI Disclosure Schedule have notified all
         employees, stockholders, and holders of public deposit accounts of
         their obligations to file all forms, statements and reports with it in
         accordance with applicable federal, state and local tax laws and have
         taken reasonable steps to insure that such employees, stockholders and
         holders of public deposit accounts have filed all such forms,
         statements and reports with it.

                  (d) For the purposes of this Agreement, the terms "tax" and
         "taxes" include without limitation, any federal, state, local or
         foreign income, leasing, franchise, excise, gross receipts, sales, use,
         occupational, employment, real property, ad valorem, tangible and
         intangible personal property and state taxes, payments in lieu of
         taxes, levies, duties, imposts, business, operations or financial
         condition, assessments, fees, charges and withholdings of any nature
         whatsoever, together with any related penalties, fines, additions to
         tax or interest thereon.

         2.15 INSURANCE. COFI and the COFI Subsidiaries maintain insurance with
insurers which in the best judgment of management of COFI are sound and
reputable on their respective assets and upon their respective businesses and
operations against loss or damage, risks, hazards and liabilities as in their
judgment they deem appropriate. COFI and the COFI Subsidiaries maintain in
effect all insurance required to be carried by law or by any agreement by which
they are bound. All material claims under all policies of insurance maintained
by COFI and the COFI Subsidiaries have been filed in due and timely fashion.

                                       17


<PAGE>   24



         2.16     LOANS; INVESTMENTS.

                  (a) Except as otherwise disclosed in Section 2.16 of the COFI
         Disclosure Schedule, each material loan reflected as an asset on the
         COFI Financial Statements dated as of December 31, 1996 is evidenced by
         appropriate and sufficient documentation and constitutes, to the best
         knowledge of COFI and Charter One Bank, the legal, valid and binding
         obligation of the obligor named therein, enforceable in accordance with
         its terms, except to the extent that the enforceability thereof may be
         limited by bankruptcy, insolvency, reorganization, moratorium or
         similar laws or equitable principles or doctrines. Except as set forth
         in Section 2.16 of the COFI Disclosure Schedule, all such loans are,
         and at the Effective Time will be, free and clear of any security
         interest, lien, encumbrance or other charge.

                  (b) All guarantees of indebtedness owed to COFI or any COFI
         Subsidiary, including but not limited to those of the Federal Housing
         Administration, the Small Business Administration, and other state and
         federal agencies, are, to the best knowledge of COFI and Charter One
         Bank, valid and enforceable, except to the extent enforceability
         thereof may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium or similar laws or equitable principles or
         doctrines and except as would not have a Material Adverse Effect on
         COFI.

                  (c) All interest rate swaps, caps, floors and option
         agreements and other interest rate risk management arrangements to
         which COFI or any COFI Subsidiary is a party or by which any of their
         properties or assets may be bound were entered into in the ordinary
         course of business and, to the best knowledge of COFI and Charter One
         Bank, in accordance with then-customary practice and applicable rules,
         regulations and policies of thrift regulatory authorities and with
         counterparties believed to be financially responsible at the time and
         are legal, valid and binding obligations and are in full force and
         effect. COFI and the COFI Subsidiaries have duly performed in all
         material respects all of their respective obligations thereunder to the
         extent that such obligations to perform have accrued, and to the best
         knowledge of COFI and Charter One Bank, there are no material breaches,
         violations or defaults or allegations or assertions of such by any
         party thereunder. None of the transactions contemplated by this
         Agreement would permit (i) a counterparty under any interest rate swap,
         cap, floor and option agreement or any other interest rate risk
         management agreement or (ii) any party to any mortgage backed security
         financing arrangement, to accelerate, discontinue, terminate, or
         otherwise modify any such agreement or arrangement or would require
         COFI or any COFI Subsidiary to recognize any gain or loss with respect
         to such arrangement.

                  (d) Except as set forth in Section 2.16 of the COFI Disclosure
         Schedule and except for pledges to secure public and trust deposits,
         none of the investments reflected in the COFI Financial Statements
         dated as of December 31, 1996 under the heading "Investment
         Securities," and none of the investments made by COFI and the COFI

                                       18


<PAGE>   25



         Subsidiaries since December 31, 1996, is subject to any restriction,
         whether contractual or statutory, which materially impairs the ability
         of COFI or any COFI Subsidiary to freely dispose of such investment at
         any time, other than those restrictions imposed on securities held for
         investment under generally accepted accounting principles. With respect
         to all material repurchase agreements to which COFI or any COFI
         Subsidiary is a party, COFI or such Subsidiary has a valid, perfected
         first lien, or security interest in the government securities or other
         collateral securing each such repurchase agreement, and the value of
         the collateral securing each such repurchase agreement equals or
         exceeds the amount of the debt secured by such collateral under such
         agreement.

         2.17 ALLOWANCE FOR POSSIBLE LOAN LOSSES. The allowance for possible
loan losses shown on the COFI Financial Statements as of December 31, 1996, (and
as shown on any financial statements to be delivered by COFI to Haverfield
pursuant to Section 5.7 hereof), to the best knowledge of COFI and Charter One
Bank, as of such date was (and will be as of such subsequent financial statement
dates) adequate in all respects to provide for possible or specific losses, net
of recoveries relating to loans previously charged off, on loans outstanding,
and contained (or will contain) an additional amount of unallocated reserves for
unanticipated future losses at a level considered adequate under the standards
applied by applicable federal regulatory authorities and based upon generally
accepted accounting principles applicable to Charter One Bank. To the best
knowledge of COFI and Charter One Bank, the aggregate principal amount of loans
contained (or that will be contained) in the loan portfolio of COFI and the COFI
Subsidiaries as of December 31, 1996 (and as of the dates of any financial
statements to be delivered by COFI to Haverfield pursuant to Section 5.7
hereof), in excess of such reserve, was (and will be) fully collectible.

         2.18     COFI BENEFIT PLANS.

                  (a) The term "COFI Benefit Plans" as used herein refers to
         each compensation, consulting, employment, termination or collective
         bargaining agreement, and each stock option, stock purchase, stock
         appreciation right, life, health, accident or other insurance, bonus,
         deferred or incentive compensation, severance or separation agreement
         or any agreement providing any payment or benefit resulting from a
         change in control, profit sharing, retirement, or other employee
         benefit plan, practice, policy or arrangement of any kind, oral or
         written, covering any employee, former employee, director or former
         director of COFI or any COFI Subsidiary or his or her beneficiaries,
         including, but not limited to, any employee benefit plans within the
         meaning of Section 3(3) of the Employee Retirement Income Security Acts
         of 1974, as amended ("ERISA"), which COFI or any COFI Subsidiary
         maintains, to which COFI or any COFI Subsidiary contributes, or under
         which any employee, former employee, director or former director of
         COFI or any COFI Subsidiary is covered or has benefit rights and
         pursuant to which any liability of COFI or any COFI Subsidiary exists
         or is reasonably likely to occur, provided that the term "Plan or
         "Plans" is used in this Agreement for convenience only and does not
         constitute an acknowledgment that a

                                       19


<PAGE>   26



         particular arrangement is an employee benefit plan within the meaning
         of Section 3(3) of ERISA. No COFI Benefit Plan is a multi-employer plan
         within the meaning of Section 3(37) of ERISA.

                  (b) Each of the COFI Benefit Plans that is intended to be a
         pension, profit sharing, stock bonus, thrift, savings or employee stock
         ownership plan that is qualified under Section 401(a) of the Code
         ("COFI Qualified Plans") has been determined by the Internal Revenue
         Service to qualify under Section 401(a) of the Code, or an application
         for determination of such qualification has been timely made to the
         Internal Revenue Service prior to the end of the applicable remedial
         amendment period under Section 401(b) of the Code, and, to the best of
         COFI's knowledge, there exist no circumstances likely to adversely
         affect the qualified status of any such COFI Qualified Plan. All such
         COFI Qualified Plans established or maintained by COFI or any of the
         COFI Subsidiaries or to which COFI or any of the COFI Subsidiaries
         contribute are in compliance in all material respects with all
         applicable requirements of ERISA, and are in compliance in all material
         respects with all applicable requirements (including qualification and
         non-discrimination requirements) of the Code for obtaining the tax
         benefits the Code thereupon permits with respect to such COFI Qualified
         Plans. Neither COFI nor any COFI Subsidiary maintains, sponsors or
         contributes to a Qualified Plan that is a defined benefit pension plan
         subject to Title IV of ERISA. All accrued contributions and other
         payments required to be made by COFI or any COFI Subsidiary to any COFI
         Benefit Plan through December 31, 1996, have been made or reserves
         adequate for such purposes as of December 31, 1996 have been set aside
         therefor and reflected in the COFI Financial Statements dated as of
         December 31, 1996. Neither COFI nor any COFI Subsidiary is in material
         default in performing any of its respective contractual obligations
         under any of the COFI Benefit Plans or any related trust agreement or
         insurance contract, and there are no material outstanding liabilities
         of any such Plan other than liabilities for benefits to be paid to
         participants in such Plan and their beneficiaries in accordance with
         the terms of such Plan.

                  (c) There is no pending or, to the best knowledge of COFI and
         Charter One Bank, threatened litigation or pending claim (other than
         benefit claims made in the ordinary course) by or on behalf of or
         against any of the COFI Benefit Plans (or with respect to the
         administration of any of such Plans) now or heretofore maintained by
         COFI or any COFI Subsidiary which allege violations of applicable state
         or federal law which are reasonably likely to result in a liability on
         the part of COFI or any COFI Subsidiary or any such Plan.

                  (d) COFI and the COFI Subsidiaries and all other persons
         having fiduciary or other responsibilities or duties with respect to
         any COFI Benefit Plan are and have since the inception of each such
         Plan been in substantial compliance with, and each such Plan is and has
         been operated in substantial accordance with, its provisions and in
         substantial compliance with the applicable laws, rules and regulations
         governing such Plan, including, without limitation, the rules and
         regulations promulgated by the

                                       20


<PAGE>   27



         Department of Labor, the Pension Benefit Guaranty Corporation ("PBGC")
         and the Internal Revenue Service under ERISA, the Code or any other
         applicable law. Notwithstanding the foregoing, no representation is
         made with respect to compliance by a third party insurance company. No
         "reportable event" (as defined in Section 4043(b) of ERISA) has
         occurred with respect to any COFI Qualified Plan. Neither COFI, any
         COFI Subsidiary nor any COFI Benefit Plan has incurred or is reasonably
         likely to incur any liability for any "prohibited transactions" (as
         defined in Section 406 of ERISA or Section 4975(a) of the Code), or any
         material liability under Section 601 of ERISA or Section 4980 of the
         Code.

                  (e) COFI and the COFI Subsidiaries have filed or caused to be
         filed, and will continue to file or cause to be filed, in a timely
         manner all filings pertaining to each COFI Benefit Plan with the
         Internal Revenue Service, the PBGC, the Department of Labor, and as
         prescribed by the Code or ERISA, or regulations issued thereunder. All
         such filings, as amended, were complete and accurate in all material
         respects as of the dates of such filings, and there were no
         misstatements or omissions in any such filing which would be material
         to the financial condition of COFI on a consolidated basis.
         Notwithstanding the foregoing, no representation is made with respect
         to filings by a third party insurance company.

         2.19     COMPLIANCE WITH ENVIRONMENTAL LAWS.

                  (a) Except as set forth in Section 2.19 of the COFI Disclosure
         Schedule: (i) to the best knowledge of COFI and Charter One Bank, the
         operations of COFI and each of the COFI Subsidiaries comply in all
         material respects with all applicable past and present Environmental
         Laws (as defined below); (ii) to the best knowledge of COFI and Charter
         One Bank, none of the operations of COFI or any COFI Subsidiary, no
         assets presently or formerly owned or leased by COFI or any COFI
         Subsidiary and no Mortgaged Premises or a Participating Facility (as
         defined below) are subject to any judicial or administrative
         proceedings alleging the violation of any past or present Environmental
         Law, nor are they the subject of any claims alleging damages to health
         or property, pursuant to which COFI, any COFI Subsidiary or any owner
         of a Mortgaged Premises or a Participating Facility would be liable in
         law or equity; (iii) none of the operations of COFI or any COFI
         Subsidiary, no assets presently owned or, to the best knowledge of COFI
         and Charter One Bank, formerly owned by COFI or any COFI Subsidiary,
         and, to the best knowledge of COFI and Charter One Bank, no Mortgaged
         Premises or Participating Facility are the subject of any federal,
         state or local investigation evaluating whether any remedial action is
         needed to respond to a release or threatened release of any Hazardous
         Substance (as defined below), or any other substance into the
         environment, nor has COFI or any COFI Subsidiary, or, to the best
         knowledge of COFI and Charter One Bank, any owner of a Mortgaged
         Premises or Participating Facility been directed to conduct such
         investigation, formally or informally, by any governmental agency, nor
         have any of them agreed with any governmental agency or private person
         to conduct any such investigation; and (iv)

                                       21


<PAGE>   28



         neither COFI or any COFI Subsidiary, nor, to the best knowledge of COFI
         and Charter One Bank, any owner of a Mortgaged Premises or a
         Participating Facility has filed any notice under any Environmental Law
         indicating past or present treatment, storage or disposal of a
         Hazardous Substance or reporting a spill or release of a Hazardous
         Substance, or any other substance into the environment.

                  (b) For purposes of this Section, "Mortgaged Premises" shall
         mean each (i) real property interest (including without limitation any
         fee or leasehold interest) which is encumbered or affected by any
         mortgage, deed of trust, deed to secure debt or other similar document
         or instrument granting to any party hereto or any of its Subsidiaries a
         lien on or security interest in such real property interest and (ii)
         any other real property interest upon which is situated assets or other
         property affected or encumbered by any document or instrument granting
         to any party hereto or any of its Subsidiaries a lien thereon or
         security interest therein; provided, however, that the term "Mortgaged
         Premises" shall not include one- to four-unit, single-family
         residences, and in the case of COFI and the COFI Subsidiaries, any real
         property interest securing a loan with a principal balance of less than
         one million dollars. For purposes of this Section, "Participating
         Facility" means any property in which any party hereto or any of its
         Subsidiaries participates in the management of such property and, where
         the context requires, includes the owner or operator of such property.
         For purposes of this Agreement, "Hazardous Substance" has the meaning
         set forth in Section 9601 of the Comprehensive Environmental Response
         Compensation and Liability Act of 1980, 42 U.S.C.A., Section 9601 et
         seq., and also includes any substance now or hereafter regulated by or
         subject to any Environmental Laws (as defined below) and any other
         pollutant, contaminant, or waste, including without limitation,
         petroleum, asbestos, fiberglass, radon, and polychlorinated biphenyls.
         For purposes of this Agreement, "Environmental Laws" means all laws
         (civil or common), ordinances, rules, regulations, guidelines, and
         orders that: (i) regulate air, water, soil, and solid waste management,
         including the generation, release, containment, storage, handling,
         transportation, disposition, or management of any Hazardous Substance;
         (ii) regulate or prescribe requirements for air, water, or soil
         quality; (iii) are intended to protect public health or the
         environment; or (iv) establish liability for the investigation,
         removal, or cleanup of, or damage caused by, any Hazardous Substance.

         2.20 CONTRACTS AND COMMITMENTS. Section 2.20 of the COFI Disclosure
Schedule contains, and shall be supplemented by COFI and Charter One Bank, as
required by Section 5.10 hereof, so as to contain at the Closing Date copies of
each of the following documents, certified by an officer of COFI to be true and
correct copies of such documents on the dates of such certificates.

                  (a) The Certificate or Articles of Incorporation, Charters and
         Bylaws of COFI and each COFI Subsidiary.

                  (b) All judgments, orders, injunctions, court decrees or
         settlement

                                       22


<PAGE>   29



         agreements arising out of or relating to the labor and employment
         practices or decisions of COFI or any COFI Subsidiary which, by their
         terms, continue to bind or affect COFI or any COFI Subsidiary.

                  (c) All orders, decrees, memorandums, agreements or
         understandings with regulatory agencies binding upon or affecting the
         current operations of COFI or any COFI Subsidiary or any of their
         directors or officers in their capacities as such.

         2.21 DEFAULTS. There has not been any default in any material
obligation to be performed by COFI or any COFI Subsidiary under any material
contract or commitment, and neither COFI nor any COFI Subsidiary has waived, any
material right under any material contract or commitment. To the best knowledge
of COFI and Charter One Bank, no other party to any material contract or
commitment is in default in any material obligation to be performed by such
party.

         2.22 OPERATIONS SINCE DECEMBER 31, 1996. Between December 31, 1996 and
the date hereof, except as set forth in Section 2.22 of the COFI Disclosure
Schedule, there has not been:

                  (a) any creation or assumption of indebtedness (including the
         extension or renewal of any existing indebtedness, or the increase
         thereof) by COFI or any COFI Subsidiary for borrowed money, or
         otherwise, other than in the ordinary course of business, none of which
         is in default;

                  (b) any change in COFI's independent auditors, historic
         methods of accounting (other than as required by generally accepted
         accounting principles or regulatory accounting principles), or in its
         system for maintaining its equipment and real estate; or

                  (c) any event or condition of any character (other than
         changes in legal, economic or other conditions which are not specially
         or uniquely applicable to COFI or any COFI Subsidiary) materially
         adversely affecting the business, operations or financial condition of
         COFI on a consolidated basis.

         2.23 UNDISCLOSED LIABILITIES. All of the obligations or liabilities
(whether accrued, absolute, contingent, unliquidated or otherwise, whether due
or to become due, and regardless of when asserted) arising out of transactions
or events heretofore entered into, or any action or inaction, including taxes
with respect to or based upon transactions or events heretofore occurring, that
are required to be reflected, disclosed or reserved against in audited
consolidated financial statements in accordance with generally accepted
accounting principles ("Liabilities") have, in the case of COFI and the COFI
Subsidiaries, been so reflected, disclosed or reserved against in the COFI
Financial Statements dated as of December 31, 1996 or in the notes thereto, and
COFI and the COFI Subsidiaries have no other Liabilities except (a) Liabilities
incurred since December 31, 1996 in the ordinary course of business or (b) as
disclosed in Section 2.23 of the COFI Disclosure Schedule.

                                       23


<PAGE>   30




         2.24     ASSETS.

                  (a) COFI and the COFI Subsidiaries have good, and marketable
         title to their real properties, including any leaseholds and ground
         leases, and their other assets and properties, all as reflected as
         owned or held by COFI or any COFI Subsidiary in the COFI Financial
         Statements dated as of December 31, 1996, and those acquired since such
         date, except for (i) assets and properties disposed of since such date
         in the ordinary course of business and (ii) liens, none of which, in
         the aggregate, except as set forth in the COFI Financial Statements
         dated as of December 31, 1996 or in Section 2.24 of the COFI Disclosure
         Schedule, are material to the assets of COFI on a consolidated basis.
         All buildings, structures, fixtures and appurtenances comprising part
         of the real properties of COFI and the COFI Subsidiaries (whether owned
         or leased) are in good operating condition and have been well
         maintained, reasonable wear and tear excepted. Title to all real
         property owned by COFI and the COFI Subsidiaries is held in fee simple,
         except as otherwise noted in the COFI Financial Statements as of
         December 31, 1996 or as set forth in Section 2.24 of the COFI
         Disclosure Schedule. COFI and the COFI Subsidiaries have title or other
         rights to its assets sufficient in all material respects for the
         conduct of their respective businesses as presently conducted, and
         except as set forth in the COFI Financial Statements dated as of
         December 31, 1996, or in Section 2.24 of the COFI Disclosure Schedule,
         such assets are free, clear and discharged of and from any and all
         liens, charges, encumbrances, security interests and/or equities which
         are material to COFI or any COFI Subsidiary.

                  (b) All leases pursuant to which COFI or any COFI Subsidiary,
         as lessee, leases real or personal property which are material to the
         business of COFI on a consolidated basis are, to the best knowledge of
         COFI and Charter One Bank, valid, effective, and enforceable against
         the lessor in accordance with their respective terms. There is not
         under any of such leases any existing default, or any event which, with
         notice or lapse of time or both, would constitute a default, with
         respect to COFI or any COFI Subsidiary, or to the best knowledge of
         COFI and Charter One Bank, the other party.

         2.25 INDEMNIFICATION. To the best knowledge of COFI and Charter One
Bank, except as set forth in Section 2.25 of the COFI Disclosure Schedule, no
action or failure to take action by any director, officer, employee or agent of
COFI or any COFI Subsidiary has occurred which would give rise to a claim by any
such person for indemnification from COFI or any COFI Subsidiary under the
corporate indemnification provisions of such entity in effect on the date of
this Agreement.

         2.26 INSIDER INTERESTS. All outstanding loans and other contractual
arrangements (including deposit relationships) between COFI or any COFI
Subsidiary and any of its officers, directors or employees conform to applicable
rules and regulations and requirements of all applicable regulatory agencies
which were in effect when such loans and other contractual arrangements were
entered into. Except as set forth in Section 2.26 of the COFI

                                       24


<PAGE>   31



Disclosure Schedule, no officer, director or employee of COFI or any COFI
Subsidiary has any material interest in any property, real or personal, tangible
or intangible, used in or pertaining to the business of COFI or any COFI
Subsidiary.

         2.27 BROKERS AND FINDERS. Neither COFI nor any COFI Subsidiary nor any
of their respective officers, directors or employees has employed any broker or
finder or incurred any liability for any financial advisory fees, brokerage
fees, commissions or finders' fees, and no broker or finder has acted directly
or indirectly for COFI or any COFI Subsidiary, in connection with this Agreement
or the transactions contemplated hereby.

         2.28 ACCURACY OF INFORMATION. The statements of COFI and Charter One
Bank contained in this Agreement, the Schedules hereto and in any other written
document executed and delivered by or on behalf of COFI or Charter One Bank
pursuant to the terms of this Agreement are true and correct in all material
respects.

         2.29 GOVERNMENTAL APPROVALS AND OTHER CONDITIONS. To the best knowledge
of COFI and Charter One Bank, there is no reason relating specifically to COFI
or any COFI Subsidiary why (a) the approvals that are required to be obtained
from regulatory authorities having approval authority in connection with the
transactions contemplated hereby should not be granted, (b) such regulatory
approvals should be subject to a condition which would differ from conditions
customarily imposed by such regulatory authorities in orders approving
acquisitions of the type contemplated hereby or (c) any of the conditions
precedent as specified in Article VI hereof to the obligations of any of the
parties hereto to consummate the transactions contemplated hereby are unlikely
to be fulfilled within the applicable time period or periods required for
satisfaction of such condition or conditions.

                                   ARTICLE III

           REPRESENTATIONS AND WARRANTIES OF HAVERFIELD AND HOME BANK

         Haverfield and Home Bank jointly and severally represent and warrant to
COFI and Charter One Bank that:

         3.1 ORGANIZATION. Haverfield is a corporation duly organized, validly
existing and in good standing under the laws of the State of Ohio and has all
requisite power and authority, corporate and otherwise, to own, operate and
lease its assets and properties and to carry on its business substantially as it
has been and is now being conducted. Haverfield is duly qualified to do business
and is in good standing in each jurisdiction where the character of the assets
or properties owned or leased by it or the nature of the business transacted by
it requires that it be so qualified, except where the failure to so qualify
would not have a Material Adverse Effect on Haverfield or its ability to
consummate the transactions contemplated herein. Haverfield has all requisite
corporate power and authority to enter into this Agreement and, subject to the
approval of this Agreement and the Company Merger by its stockholders and the
receipt of all requisite regulatory approvals and the expiration of any
applicable waiting periods, to consummate the transactions contemplated hereby.
Haverfield

                                       25


<PAGE>   32



is duly registered as a savings and loan holding company under HOLA.

         3.2 AUTHORIZATION. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been
duly approved and authorized by the Boards of Directors of Haverfield and Home
Bank, and all necessary corporate action on the part of Haverfield and Home Bank
has been taken, subject to the approval of this Agreement and the Company Merger
by the holders of 2/3 of the issued and outstanding Haverfield Common Stock
("Required Vote"). This Agreement has been duly executed and delivered by
Haverfield and Home Bank and constitutes the valid and binding obligation of
each of them and is enforceable against each of them, except to the extent that
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles or doctrines.

         3.3 CONFLICTS. Subject to the second sentence of this Section 3.3, the
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby will not, conflict with or result in any
violation, breach or termination of, or default or loss of a material benefit
under, or permit the acceleration of any obligation under, or result in the
creation of any material lien, charge or encumbrance on any property or assets
under, any provision of the Articles of Incorporation or Code of Regulations of
Haverfield or similar documents of any Haverfield Subsidiary (as defined in
Section 3.7 hereof), or any mortgage, indenture, lease, agreement or other
instrument, permit, concession, grant, franchise, license, judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to Haverfield or
any Haverfield Subsidiary or their respective properties, other than any such
conflicts, violations or defaults which (i) will be cured or waived prior to the
Effective Time or (ii) are disclosed in Section 3.3 of that certain confidential
writing delivered by Haverfield to COFI within two business days prior to the
date hereof (the "Haverfield Disclosure Schedule"). No consent, approval, order
or authorization of, or registration, declaration or filing with, any federal or
state governmental authority is required by or with respect to Haverfield or
Home Bank in connection with the execution and delivery of this Agreement or the
consummation by Haverfield or Home Bank of the transactions contemplated hereby
except for the filings, approvals or waivers contemplated by Section 2.3 hereof.

         3.4 ANTI-TAKEOVER PROVISIONS INAPPLICABLE. To the best knowledge of
Haverfield and Home Bank, no "business combination," "moratorium," "control
share" or other state anti-takeover statute or regulation, (i) applies to the
Company Merger or to the Voting Agreements, (ii) prohibits or restricts the
ability of Haverfield or Home Bank to perform its obligations under this
Agreement, or the ability of Haverfield to consummate the Company Merger or the
ability of Home Bank to consummate the Bank Merger, (iii) would have the effect
of invalidating or voiding this Agreement, any of the Voting Agreements, or any
provision hereof or thereof, or (iv) would subject COFI, Charter Michigan or
Charter One Bank to any material impediment or condition in connection with the
exercise of any of its right under this Agreement with respect to the Company
Merger or any of the Voting Agreements.

         3.5 CAPITALIZATION AND STOCKHOLDERS.


                                      26


<PAGE>   33




                  (a) As of the date hereof, the authorized capital stock of
         Haverfield consists of (i) 5,000,000 shares of Haverfield Common Stock,
         $0.01 par value, of which 1,915,892 shares are issued and outstanding
         and 9,543 shares are held as treasury shares and (ii) 1,000,000 shares
         of preferred stock, of which none are issued and outstanding. All of
         the issued and outstanding shares of Haverfield Common Stock have been
         duly and validly authorized and issued, and are fully paid and
         non-assessable. None of the outstanding shares of Haverfield Common
         Stock has been issued in violation of any preemptive rights of current
         or past stockholders or are subject to any preemptive rights of the
         current or past stockholders of Haverfield. All of the issued and
         outstanding shares of Haverfield Common Stock will be entitled to vote
         to approve this Agreement and the Company Merger.

                  (b) As of the date hereof, Haverfield had 189,127.6 shares of
         Haverfield Common Stock reserved for issuance under the 1985 Option
         Plan and 1995 Option Plan for the benefit of employees and directors of
         Haverfield and the Haverfield Subsidiaries, pursuant to which options
         covering 82,845.6 shares of Haverfield Common Stock are outstanding
         (the "Haverfield Stock Options"). Except as set forth in this Section,
         there are no shares of capital stock or other equity securities of
         Haverfield outstanding and no outstanding options, warrants, scrip,
         rights to subscribe to, calls or commitments of any character
         whatsoever relating to, or securities or rights convertible into or
         exchangeable for, shares of the capital stock of Haverfield, or
         contracts, commitments, understandings, or arrangements by which
         Haverfield is or may be bound to issue additional shares of its capital
         stock or options, warrants, or rights to purchase or acquire any
         additional shares of its capital stock. Section 3.5 of the Haverfield
         Disclosure Schedule sets forth the name of the holder of each
         Haverfield Stock Option and the date of grant of, number of shares
         represented by exercise price and expiration of, each Haverfield Stock
         Option.

         3.6 HAVERFIELD FINANCIAL STATEMENTS; MATERIAL CHANGES. Haverfield has
heretofore delivered to COFI its audited consolidated financial statements for
calendar years ended December 31, 1996 and December 31, 1995 (together the
"Haverfield Financial Statements"). The Haverfield Financial Statements (x) are
true and correct in all material respects; (y) have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
during the periods involved (except as may be indicated in the notes thereto);
and (z) fairly present the consolidated financial position of Haverfield as of
the dates thereof and the consolidated results of its operations, stockholders'
equity, cash flows and changes in financial position for the periods then ended.
Since December 31, 1996 to the date hereof, Haverfield and the Haverfield
Subsidiaries have not undergone or suffered any changes in their respective
condition (financial or otherwise), properties, business or operations which
have been, in any case or in the aggregate, materially adverse to Haverfield on
a consolidated basis except as disclosed in Section 3.6 of the Haverfield
Disclosure Schedule. No facts or circumstances have been discovered from which
it reasonably appears that there is a significant risk and reasonable
probability that Haverfield will suffer or experience a Material Adverse Effect.

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<PAGE>   34



         3.7      HAVERFIELD SUBSIDIARIES.

                  (a) All of the Haverfield Subsidiaries are listed in Section
         3.7 of the Haverfield Disclosure Schedule. Except as set forth in
         Section 3.7 of the Haverfield Disclosure Schedule, Haverfield owns
         directly or indirectly all of the issued and outstanding shares of
         capital stock of the Haverfield Subsidiaries. Section 3.7 of the
         Haverfield Disclosure Schedule sets forth the number of shares of
         authorized and outstanding capital stock of the Haverfield
         Subsidiaries. Except for equity securities of the Federal Home Loan
         Bank of Cincinnati or as set forth in Section 3.7 of the Haverfield
         Disclosure Schedule, neither Haverfield nor the Haverfield Subsidiaries
         own directly or indirectly any debt or equity securities, or other
         proprietary interest in any other corporation, limited liability
         company, joint venture, partnership, entity, association or other
         business. No capital stock of any of the Haverfield Subsidiaries is or
         may become required to be issued (other than to Haverfield) by reason
         of any options, warrants, scrip, rights to subscribe to, calls, or
         commitments of any character whatsoever relating to, or securities or
         rights convertible into or exchangeable for, shares of the capital
         stock of any Haverfield Subsidiary. Other than as set forth in Section
         3.7 of the Haverfield Disclosure Schedule there are no contracts,
         commitments, understandings or arrangements relating to the rights of
         Haverfield to vote or to dispose of shares of the capital stock of any
         Haverfield Subsidiary. All of the shares of capital stock of each
         Haverfield Subsidiary are fully paid and non-assessable and are owned
         by Haverfield or another Haverfield Subsidiary free and clear of any
         claim, lien or encumbrance, except as disclosed in Section 3.7 of the
         Haverfield Disclosure Schedule.

                  (b) Each Haverfield Subsidiary is either a savings bank or a
         corporation and is duly organized, validly existing and in good
         standing under the laws of the jurisdiction in which it is incorporated
         or organized, and is duly qualified to do business and in good standing
         in each jurisdiction where the character of the assets or properties
         owned or leased by it or the nature of the business transacted by it
         requires it to be so qualified, except where the failure to so qualify,
         either individually or in the aggregate, would not have a Material
         Adverse Effect on Haverfield or the ability of Haverfield or Home Bank
         to consummate the transactions contemplated herein. Each Haverfield
         Subsidiary has the corporate power and authority necessary for it to
         own, operate or lease its assets and properties and to carry on its
         business substantially as it has been and is now being conducted.

                  (c) For purposes of this Agreement, an "Haverfield Subsidiary"
         or a "Subsidiary" of Haverfield shall mean each corporation, savings
         bank, and other entity in which Haverfield owns or controls directly or
         indirectly 10% or more of the outstanding equity securities; provided,
         however, there shall not be included any such entity acquired in good
         faith through foreclosure, or any such entity to the extent that the
         equity securities of such entity are owned or controlled in a bona fide
         fiduciary capacity.

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<PAGE>   35



                  (d) Home Bank is a member in good standing of the Federal Home
         Loan Bank System. All eligible deposit accounts issued by Home Bank are
         insured by the FDIC through the SAIF to the full extent permitted under
         applicable law. Home Bank is, and at all times since June 1, 1990 has
         been, a "domestic building and loan association" as defined in Section
         7701(a)(19) of the Code and a "qualified thrift lender" as defined in
         Section 10(m) of HOLA. The liquidation account established by Home Bank
         in connection with its conversion from mutual to stock form has been
         maintained since its establishment in accordance with applicable laws.

         3.8 HAVERFIELD FILINGS. Haverfield has previously made available, or
will make available prior to the Effective Time, to COFI true and correct copies
of the (i) proxy statements relating to all meetings of stockholders (whether
special or annual) of Haverfield during calendar years 1995, 1996 and 1997 and
(ii) all other reports, as amended, or filings, as amended, required to be filed
under the Securities Exchange Act by Haverfield with the SEC since January 1,
1995 including without limitation on Forms 10-K, 10-Q and 8-K.

         3.9 HAVERFIELD REPORTS. Each of Haverfield and the Haverfield
Subsidiaries has filed, and will continue to file, all reports and statements,
together with any amendment required to be made with respect thereto, that it
has, or will be, required to file with the SEC, the FDIC, the OTS, the NASD, and
other applicable thrift, securities and other regulatory authorities (except
filings which are not material). As of their respective dates (and without
giving effect to any amendments or modifications filed after the date of this
Agreement with respect to reports and documents filed before the date of this
Agreement), each of such reports and documents, including the financial
statements, exhibits, and schedules thereto, complied in all material respects
with all of the statutes, rules and regulations enforced or promulgated by the
authority with which they were filed and did not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements made therein, in light of the circumstances under which they were
made, not misleading. Other than normal examinations conducted by the Internal
Revenue Service, state and local taxing authorities, the OTS or the FDIC in the
regular course of the business of Haverfield or the Haverfield Subsidiaries, no
federal, state or local governmental agency, commission or other entity has
initiated any proceeding or, to the best knowledge of Haverfield and Home Bank,
investigation into the business or operations of Haverfield or the Haverfield
Subsidiaries within the past two (2) years except as set forth in Section 3.9 of
the Haverfield Disclosure Schedule. There is no unresolved violation, criticism
or exception by the SEC, OTS, FDIC or other agency, commission or entity with
respect to any report or statement referred to herein that is material to
Haverfield or any Haverfield Subsidiary.

         3.10     COMPLIANCE WITH LAWS.

                  (a) Except as disclosed in Section 3.10 of the Haverfield
         Disclosure Schedule, and for violations which are not material to
         Haverfield or any Haverfield Subsidiary, the businesses of Haverfield
         and the Haverfield Subsidiaries are being conducted, in all material
         respects, in compliance with all laws, ordinances or regulations of
         governmental authorities, including without limitation, laws affecting

                                       29


<PAGE>   36



         financial institutions (including those pertaining to the Bank Secrecy
         Act, the investment of funds, the lending of money, the collection of
         interest and the extension of credit), federal and state securities
         laws, laws and regulations relating to financial statements and
         reports, truth-in-lending, truth-in-savings, usury, fair credit
         reporting, consumer protection, occupational safety, fair employment
         practices, fair labor standards and all other laws and regulations
         relating to employees and employee benefits, and any statutes or
         ordinances relating to the properties occupied or used by Haverfield or
         any Haverfield Subsidiary.

                  (b) Except as disclosed in Section 3.10 of the Haverfield
         Disclosure Schedule, no investigation or review by any governmental
         entity with respect to Haverfield or any Haverfield Subsidiary is
         pending or, to the best knowledge of Haverfield and Home Bank,
         threatened, nor has any governmental entity indicated to Haverfield or
         any Haverfield Subsidiary an intention to conduct the same, other than
         normal thrift regulatory examinations.

                  (c) Haverfield and each of the Haverfield Subsidiaries, where
         applicable, is in substantial compliance with the applicable provisions
         of the Community Reinvestment Act of 1977 and the regulations
         promulgated thereunder. As of the date of this Agreement, neither
         Haverfield nor Home Bank has been advised of the existence of any fact
         or circumstance or set of facts or circumstances which, if true, would
         cause Haverfield or any of the Haverfield Subsidiaries to fail to be in
         substantial compliance with such provisions. Home Bank has not received
         since December 31, 1993 a rating from an applicable regulatory
         authority which is less than "satisfactory."

         3.11 REGISTRATION STATEMENT: PROXY STATEMENT. The information to be
supplied by Haverfield for inclusion in the Registration Statement will not, at
the time the Registration Statement is declared effective and at the Effective
Time, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. The information to be supplied by Haverfield for inclusion
in the Proxy Statement will not, on the date of the Proxy Statement (or any
amendment thereof or supplement thereto) is first mailed to Haverfield's
stockholders, at the time of the Haverfield Stockholders' Meeting, and at the
Effective Time, contain any statement that, in light of the circumstances under
which it is made, is false or misleading with respect to any material fact,
omits to state any material fact necessary in order to make the statements made
therein not false or misleading, or omits to state any material fact necessary
to correct any statement in any earlier communication with respect to the
solicitation of proxies for the Haverfield Stockholders' Meeting that has become
false or misleading. If at any time prior to the Effective Time, any event
relating to Haverfield or any of its affiliates, officers or directors is
discovered by Haverfield that should be set forth in an amendment to the
Registration Statement or a supplement to the Proxy Statement, Haverfield will
promptly inform COFI, and such amendment or supplement will be promptly filed
with the SEC and, as required by law, disseminated to the stockholders of
Haverfield. Notwithstanding the foregoing,

                                       30


<PAGE>   37



Haverfield makes no representation or warranty with respect to any information
supplied by COFI that is contained in the Registration Statement or the Proxy
Statement. The Proxy Statement will (with respect to Haverfield) comply in all
material respects as to form and substance with the requirements of the Exchange
Act and the rules and regulations thereunder.

         3.12 LITIGATION. Except as disclosed in Section 3.12 of the Haverfield
Disclosure Schedule, there is no suit, action, investigation or proceeding,
legal, quasi-judicial, administrative or otherwise, pending or, to the best
knowledge of Haverfield and Home Bank threatened, against or affecting
Haverfield or any Haverfield Subsidiary, or any of their respective officers,
directors, employees or agents, in their capacities as such, which is seeking
equitable relief or damages against Haverfield, any Haverfield Subsidiary, or
any of their respective officers, directors, employees or agents, in their
capacities as such, in excess of $10,000, or which would materially affect the
ability of Haverfield or Home Bank to consummate the transactions contemplated
herein or which is seeking to enjoin consummation of the transactions provided
for herein or to obtain other relief in connection with this Agreement or the
transactions contemplated hereby, nor is there any judgment, decree, injunction,
rule or order of any court, governmental department, commission, agency,
instrumentality or arbitrator outstanding against Haverfield or any Haverfield
Subsidiary or any of their respective officers, directors, employees or agents,
in their capacities as such, having, or which, insofar as reasonably can be
foreseen in the future, would have any such effect.

         3.13 LICENSES. Haverfield and the Haverfield Subsidiaries hold all
licenses, certificates, permits, franchises and all patents, trademarks, service
marks, trade names, copyrights or right thereto, and required authorizations,
approvals, consents, licenses, clearances and orders or registrations with all
appropriate federal, state or other authorities that are material to the conduct
of their respective businesses as now conducted and as presently proposed to be
conducted.

         3.14     TAXES.

                  (a) Except as disclosed in Section 3.14 of the Haverfield
         Disclosure Schedule, Haverfield and the Haverfield Subsidiaries have
         each timely filed all tax and information returns required to be filed
         and have paid (or Haverfield has paid on behalf of its Subsidiaries),
         or have accrued on their respective books and set up an adequate
         reserve for the payment of, all taxes reflected on such returns as
         required to be paid in respect of the periods covered by such returns
         and have accrued on their respective books and set up an adequate
         reserve for the payment of all income and other taxes anticipated to be
         payable in respect of periods through the end of the calendar month
         next preceding the date hereof. Neither Haverfield nor any Haverfield
         Subsidiary is delinquent in the payment of any tax, assessment or
         governmental charge. No deficiencies for any taxes have been proposed,
         asserted or assessed against Haverfield or any Haverfield Subsidiary
         that have not been resolved or settled and no requests for waivers of
         the time to assess any such tax are pending or have been agreed to. The
         income tax returns of Haverfield and Haverfield Subsidiaries have not
         been audited by the Internal Revenue Service, state, municipal or other
         taxing

                                       31


<PAGE>   38



         authority after the 1991 tax year. Neither Haverfield nor any
         Haverfield Subsidiary is a party to any action or proceeding by any
         governmental authority for the assessment or the collection of taxes.
         Deferred taxes of Haverfield and the Haverfield Subsidiaries have been
         accounted for in accordance with generally accepted accounting
         principles.

                  (b) Haverfield has not filed any consolidated federal income
         tax return with an "affiliated group" (within the meaning of Section
         1504 of the Code) where Haverfield was not the common parent of the
         group. Neither Haverfield nor any Haverfield Subsidiary is, or has
         been, a party to any tax allocation agreement or arrangement pursuant
         to which it has any contingent or outstanding liability to anyone other
         than Haverfield or any Haverfield Subsidiary. Neither Haverfield nor
         any Haverfield Subsidiary is required to include in income any
         adjustment pursuant to Section 481(a) of the Code and no such
         adjustment has been proposed by the Internal Revenue Service. Neither
         Haverfield nor any Haverfield Subsidiary has filed a consent pursuant
         to Section 341(f) of the Code or agreed to have Section 341(f)(2) of
         the Code apply.

                  (c) Haverfield and the Haverfield Subsidiaries have each
         withheld amounts from its employees, stockholders, or holders of public
         deposit accounts in compliance with the tax withholding provisions of
         applicable federal, state and local laws, have filed all federal, state
         and local returns and reports for all periods for which such returns or
         reports would be due with respect to income tax withholding, social
         security, unemployment taxes, income and other taxes and all payments
         or deposits with respect to such taxes have been timely made and except
         as set forth in Section 3.14 of the Haverfield Disclosure Schedule,
         have notified all employees, stockholders and holders of public deposit
         accounts of their obligations to file all forms, statements or reports
         with it in accordance with applicable federal, state and local tax laws
         and have taken reasonable steps to insure that such employees,
         stockholders and holders of public deposit accounts have filed all such
         forms statements and reports with it.

         3.15 INSURANCE. Haverfield and the Haverfield Subsidiaries maintain
insurance with insurers which in the best judgment of management of Haverfield
are sound and reputable on their respective assets and upon their respective
businesses and operations against loss or damage, risks, hazards and liabilities
as in their judgment they deem appropriate. Haverfield and the Haverfield
Subsidiaries maintain in effect all insurance required to be carried by law or
by any agreement by which they are bound. All material claims under all policies
of insurance maintained by Haverfield and the Haverfield Subsidiaries have been
filed in due and timely fashion. Each of Haverfield and the Haverfield
Subsidiaries has taken or will timely take all requisite action (including
without limitation the making of claims and the giving of notices) pursuant to
its directors' and officers' liability insurance policy or policies in order to
preserve all rights thereunder with respect to all matters (other than matters
arising in connection with this Agreement and the transactions contemplated
hereby) occurring prior to the Effective Time. Neither Haverfield nor any of the
Haverfield Subsidiaries has, during the past three years, had an insurance
policy canceled or been denied insurance coverage for which any of such
companies has applied.

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<PAGE>   39




         3.16     LOANS; INVESTMENTS.

                  (a) Except as otherwise disclosed in Section 3.16 of the
         Haverfield Disclosure Schedule, each loan reflected as an asset on the
         Haverfield Financial Statement dated as of December 31, 1996, is
         evidenced by appropriate and sufficient documentation and constitutes,
         to the best knowledge of Haverfield and Home Bank, the legal, valid and
         binding obligation of the obligor named therein, enforceable in
         accordance with its terms, except to the extent that the enforceability
         thereof may be limited by bankruptcy, insolvency, reorganization,
         moratorium or similar laws or equitable principles or doctrines. Except
         as set forth in Section 3.16 of the Haverfield Disclosure Schedule, all
         such loans are, and at the Effective Time will be, free and clear of
         any security interest, lien, encumbrance or other charge. Except as set
         forth in Section 3.16 of the Haverfield Disclosure Schedule, there is
         no loan or other asset of Haverfield or of any Haverfield Subsidiary
         that has been classified by examiners or others as "Other Loans of
         Concern," "Substandard," "Doubtful" or "Loss". Set forth in Section
         3.16 of the Haverfield Disclosure Schedule is a complete list of the
         real estate acquired through foreclosure, repossession or deed in lieu
         thereof ("REO") of Haverfield and the Haverfield Subsidiaries as of
         March 31, 1997.

                  (b) All guarantees of indebtedness owed to Haverfield or any
         Haverfield Subsidiary, including but not limited to those of the
         Federal Housing Administration, the Small Business Administration, and
         other state and federal agencies, are, to the best knowledge of
         Haverfield and Home Bank, valid and enforceable, except to the extent
         enforceability thereof may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium or similar laws or equitable
         principles or doctrines.

                  (c) All interest rate swaps, caps, floors and option
         agreements and other interest rate risk management arrangements to
         which Haverfield or any Haverfield Subsidiary is a party or by which
         any of their properties or assets may be bound were entered into in the
         ordinary course of business and, to the best knowledge of Haverfield
         and Home Bank, in accordance with then-customary practice and
         applicable rules, regulations and policies of thrift regulatory
         authorities and with counterparties believed to be financially
         responsible at the time and are legal, valid and binding obligations
         and are in full force and effect. Haverfield and the Haverfield
         Subsidiaries have duly performed in all material respects all of their
         respective obligations thereunder to the extent that such obligations
         to perform have accrued, and to the best knowledge of Haverfield and
         Home Bank, there are no material breaches, violations or defaults or
         allegations or assertions of such by any party thereunder. None of the
         transactions contemplated by this Agreement would permit: (i) a
         counterparty under any interest rate swap, cap, floor and option
         agreement or any other interest rate risk management agreement or (ii)
         any party to any mortgage-backed security financing arrangement, to
         accelerate, discontinue, terminate or otherwise modify any such
         agreement or arrangement or would require Haverfield or any Haverfield
         Subsidiary to recognize any gain or loss with respect to such
         arrangement.

                                       33


<PAGE>   40




                  (d) Except as set forth in Section 3.16 of the Haverfield
         Disclosure Schedule and except for pledges to secure public and trust
         deposits, none of the investments reflected in the Haverfield Financial
         Statements dated as of December 31, 1996 under the heading "Investment
         Securities, " and none of the investments made by Haverfield and the
         Haverfield Subsidiaries since December 31, 1996, is subject to any
         restriction, whether contractual or statutory, which materially impairs
         the ability of Haverfield or any Haverfield Subsidiary to freely
         dispose of such investment at any time, other than those restrictions
         imposed on securities held for investment under generally accepted
         accounting principles. With respect to all material repurchase
         agreements to which Haverfield or any Haverfield Subsidiary is a party,
         Haverfield or such Subsidiary has a valid, perfected first lien or
         security interest in the government securities or other collateral
         securing each such repurchase agreement, and the value of the
         collateral securing each such repurchase agreement equals or exceeds
         the amount of the debt secured by such collateral under such agreement.
         Except as set forth in Section 3.16 of the Haverfield Disclosure
         Schedule and except for a transaction involving less than $50,000,
         neither Haverfield nor any Haverfield Subsidiary has sold or otherwise
         disposed of any assets in a transaction in which the acquiror of such
         assets or other person has the right, either conditionally or
         absolutely, to require Haverfield or any Haverfield Subsidiary to
         repurchase or otherwise reacquire any such assets. Set forth in Section
         3.16 of the Haverfield Disclosure Schedule is a complete and accurate
         list of each investment and debt security, mortgage-backed and related
         securities, marketable equity securities and securities purchased under
         agreements to resell owned by Haverfield or any Haverfield Subsidiary
         showing as of March 31, 1997 the carrying values and estimated fair
         values of investment and debt securities, the gross carrying value and
         estimated fair value of the mortgage-backed and related securities and
         the estimated cost and estimated fair value of the marketable equity
         securities.

                  (e) All United States Treasury securities, obligations of
         other United States Government agencies and corporations, obligations
         of States of United States and their political subdivisions, and other
         investment securities classified as "held to maturity" and "available
         for sale" held by Haverfield and the Haverfield Subsidiaries, as
         reflected in the Haverfield Financial Statements dated December 31,
         1996 were classified and accounted for in accordance with F.A.S.B. 115
         and the intentions of management.

         3.17     ALLOWANCE FOR POSSIBLE LOAN LOSSES.

                  (a) The allowance for possible loan losses shown on the
         Haverfield Financial Statements as of December 31, 1996 (and as shown
         on any financial statements to be delivered by Haverfield to COFI
         pursuant to Section 5.7 hereof), to the best knowledge of Haverfield
         and Home Bank, as of such date was (and will be as of such subsequent
         financial statement dates) adequate in all respects to provide for
         possible or specific losses, net of recoveries relating to loans
         previously charged off, on loans outstanding, and contained (or will
         contain) an additional amount of

                                       34


<PAGE>   41



         unallocated reserves for unanticipated future losses at a level
         considered adequate under the standards applied by applicable federal
         regulatory authorities and based upon generally accepted practices
         applicable to Home Bank. To the best knowledge of Haverfield and Home
         Bank, the aggregate principal amount of loans contained (or that will
         be contained) in the loan portfolio of Haverfield and the Haverfield
         Subsidiaries as of December 31, 1996 (and as of the dates of any
         financial statements to be delivered by Haverfield to COFI pursuant to
         Section 5.7 hereof), in excess of such reserve, was (and will be) fully
         collectible.

                  (b) The sum of the aggregate amount of all Nonperforming
         Assets (as defined below) and all troubled debt restructurings (as
         defined under generally accepted accounting principles) on the books of
         Haverfield and the Haverfield Subsidiaries does not exceed 1.2% of
         total loans at the date hereof. "Nonperforming Assets" shall mean (i)
         all loans and leases (A) that are contractually past due 90 days or
         more in the payment of principal and/or interest, (B) that are on
         nonaccrual status, (C) where a reasonable doubt exists, in the
         reasonable judgment of Home Bank, as to the timely future
         collectibility of principal and/or interest, whether or not interest is
         still accruing or the loan is less than 90 days past due, (D) where the
         interest rate terms have been reduced and/or the maturity dates have
         been extended subsequent to the agreement under which the loan was
         originally created due to concerns regarding the borrower's ability to
         pay in accordance with such initial terms, (E) where a specific reserve
         allocation exists in connection therewith, or (F) that have been
         classified "Doubtful", "Loss" or the equivalent thereof by any
         regulatory authority, and (ii) all assets classified as REO and other
         assets acquired through foreclosure or repossession.

         3.18     HAVERFIELD BENEFIT PLANS.

                  (a) Section 3.18 of the Haverfield Disclosure Schedule
         contains a list and a true and correct copy (or, a description with
         respect to any oral employee benefit plan, practice, policy or
         arrangement), including all amendments thereto, of each compensation,
         consulting, employment, termination or collective bargaining agreement,
         and each stock option, stock purchase, stock appreciation right,
         restricted stock, life, health, accident or other insurance, bonus,
         deferred or incentive compensation, severance or separation agreement
         or any agreement providing any payment or benefit resulting from a
         change in control, profit sharing, retirement, or other employee
         benefit plan, practice, policy or arrangement of any kind, oral or
         written, covering any employee, former employee, director or former
         director of Haverfield or any Haverfield Subsidiary or his or her
         beneficiaries, including, but not limited to, any employee benefit
         plans within the meaning of Section 3(3) of ERISA, which Haverfield or
         any Haverfield Subsidiary maintains, to which Haverfield or any
         Haverfield Subsidiary contributes, or under which any employee, former
         employee, director or former director of Haverfield or any Haverfield
         Subsidiary is covered or has benefit rights and pursuant to which any
         liability of Haverfield or any Haverfield

                                       35


<PAGE>   42



         Subsidiary exists or is reasonably likely to occur (the "Haverfield
         Benefit Plans"). Except as set forth in Section 3.18 of the Haverfield
         Disclosure Schedule, Haverfield and the Haverfield Subsidiaries neither
         maintain nor have entered into any Haverfield Benefit Plan or other
         document, plan or agreement which contains any change in control
         provisions which would cause an increase or acceleration of benefits or
         benefit entitlements to employees or former employees of Haverfield or
         any Haverfield Subsidiary or their respective beneficiaries, or other
         provisions, which would cause an increase in the liability of
         Haverfield or any Haverfield Subsidiary or to COFI or any COFI
         Subsidiary as a result of the transactions contemplated by this
         Agreement or any related action thereafter (a "Change in Control
         Benefit"). The term "Haverfield Benefit Plans" as used herein refers to
         all plans contemplated under the preceding sentences of this Section
         3.18, provided that the term "Plan" or "Plans" is used in this
         Agreement for convenience only and does not constitute an
         acknowledgment that a particular arrangement is an employee benefit
         plan within the meaning of Section 3(3) of ERISA. Except as disclosed
         in Section 3.18 of the Haverfield Disclosure Schedule, no Benefit Plan
         is a multi-employer plan within the meaning of Section 3(37) of ERISA.

                  (b) Each of the Haverfield Benefit Plans that is intended to
         be a pension, profit sharing, stock bonus, thrift or savings plan that
         is qualified under Section 401(a) of the Code ("Haverfield Qualified
         Plans") has been determined by the Internal Revenue Service to qualify
         under Section 401(a) of the Code, or an application for determination
         of such qualification has been timely made to the Internal Revenue
         Service prior to the end of the applicable remedial amendment period
         under Section 401(b) of the Code (a copy of each such determination
         letter or pending application is included in Section 3.18 of the
         Haverfield Disclosure Schedule) and, to the best of Haverfield's
         knowledge, there exist no circumstances likely to adversely affect the
         qualified status of any such Haverfield Qualified Plan. All such
         Haverfield Qualified Plans established or maintained by Haverfield or
         any of the Haverfield Subsidiaries or to which Haverfield or any of the
         Haverfield Subsidiaries contribute are in compliance in all material
         respects with all applicable requirements of ERISA, and are in
         compliance in all material respects with all applicable requirements
         (including qualification and non-discrimination requirements ) of the
         Code for obtaining the tax benefits the Code thereupon permits with
         respect to such Haverfield Qualified Plans. Neither Haverfield nor any
         Haverfield Subsidiary maintains, sponsors or contributes to a Qualified
         Plan that is a defined benefit pension plan subject to Title IV of
         ERISA. All accrued contributions and other payments required to be made
         by Haverfield or any Haverfield Subsidiary to any Haverfield Benefit
         Plan through December 31, 1996, have been made or reserves adequate for
         such purposes as of December 31, 1996, have been set aside therefor and
         are reflected in the Haverfield Financial Statements dated as of
         December 31, 1996. Neither Haverfield nor any Haverfield Subsidiary is
         in material default in performing any of its respective contractual
         obligations under any of the Haverfield Benefit Plans or any related
         trust agreement or insurance contract, and there are no material
         outstanding liabilities of any such Plan other than liabilities

                                       36


<PAGE>   43



         for benefits to be paid to participants in such Plan and their
         beneficiaries in accordance with the terms of such Plan.

                  (c) There is no pending or, to the best knowledge of
         Haverfield and Home Bank, threatened litigation or pending claim (other
         than routine benefit claims made in the ordinary course) by or on
         behalf of or against any of the Haverfield Benefit Plans (or with
         respect to the administration of any such Plans) now or heretofore
         maintained by Haverfield or any Haverfield Subsidiary which allege
         violations of applicable state or federal law which are reasonably
         likely to result in a liability on the part of Haverfield or any
         Haverfield Subsidiary or any such Plan.

                  (d) Haverfield and the Haverfield Subsidiaries and all other
         persons having fiduciary or other responsibilities or duties with
         respect to any Haverfield Benefit Plan are and have since the inception
         of each such Plan been in substantial compliance with, and each such
         Plan is and has been operated in substantial accordance with, its
         provisions and in substantial compliance with the applicable laws,
         rules and regulations governing such Plan, including, without
         limitation, the rules and regulations promulgated by the Department of
         Labor, the PBGC and the Internal Revenue Service under ERISA, the Code
         or any other applicable law. Notwithstanding the foregoing, no
         representation is made with respect to compliance by a third party
         insurance company. No "reportable event" (as defined in Section 4043(b)
         of ERISA) has occurred with respect to any Haverfield Qualified Benefit
         Plan. Except as disclosed in Section 3.18 of the Haverfield Disclosure
         Schedule, neither Haverfield, any Haverfield Subsidiary nor any
         Haverfield Benefit Plan has incurred or is reasonably likely to incur
         any liability for any "prohibited transactions" (as defined in Section
         406 of ERISA or Section 4975 of the Code), or any material liability
         under Section 601 of ERISA or Section 4980 of the Code. All Haverfield
         Benefit Plans that are group health plans have been operated in
         substantial compliance with the group health plan continuation
         requirements of Section 4980B of the Code and Section 601 of ERISA.

                  (e) Except as set forth in Section 3.18 of the Haverfield
         Disclosure Schedule, neither Haverfield nor any Haverfield Subsidiary
         has made any payments, or is or has been a party to any agreement or
         any Haverfield Benefit Plan, that under any circumstances could
         obligate it or its successor to make payments that are not or will not
         be deductible because of Sections 162(m) or 280G of the Code.

                  (f) Section 3.18 of the Haverfield Disclosure Schedule
         describes any obligation that Haverfield or any Haverfield Subsidiary
         has to provide health or welfare benefits to retirees or other former
         employees, directors or their dependents (other than rights under
         Section 4980B of the Code or Section 601 of ERISA), including
         information as to the number of retirees, other former employees or
         directors and dependents entitled to such coverage and their ages.

                  (g) Section 3.18 of the Haverfield Disclosure Schedule lists:
         (i) each officer, employee and director of Haverfield and any
         Haverfield Subsidiary who is

                                       37


<PAGE>   44



         eligible to receive a Change in Control Benefit, showing the amount of
         each such Change in Control Benefit, the individual's participation in
         any bonus or other employee benefit plan, and such individual's
         compensation from Haverfield and each Haverfield Subsidiary for each of
         the calendar years 1992 through 1996 as reported by Haverfield and a
         Haverfield Subsidiary on Form W-2 or Form 1099; and (ii) a copy of each
         option agreement relating to Haverfield Stock Options.

                  (h) To the best knowledge of Haverfield and Home Bank,
         Haverfield and the Haverfield Subsidiaries have filed or caused to be
         filed, and will continue to file or cause to be filed, in a timely
         manner all filings pertaining to each Haverfield Benefit Plan with the
         Internal Revenue Service, the Department of Labor and the PBGC, as
         prescribed by the Code or ERISA, or regulations issued thereunder. To
         the best knowledge of Haverfield and Home Bank, all such filings, as
         amended, were complete and accurate in all material respects as of the
         dates of such filings. Notwithstanding the foregoing, no representation
         is made with respect to filings by a third party insurance company.

         3.19     COMPLIANCE WITH ENVIRONMENTAL LAWS.

                  (a) Except as set forth in Section 3.19 of the Haverfield
         Disclosure Schedule: (i) to the best knowledge of Haverfield and Home
         Bank, the operations of Haverfield and each of the Haverfield
         Subsidiaries comply in all material respects with all applicable past
         and present Environmental Laws; (ii) to the best knowledge of
         Haverfield and Home Bank, none of the operations of Haverfield or any
         Haverfield Subsidiary, no assets presently or formerly owned or leased
         by Haverfield or any Haverfield Subsidiary and no Mortgaged Premises or
         Participating Facility are subject to any judicial or administrative
         proceedings alleging the violation of any past or present Environmental
         Law, nor are they the subject of any claims alleging damages to health
         or property, pursuant to which Haverfield, any Haverfield Subsidiary or
         any owner of a Mortgaged Premises or a Participating Facility would be
         liable in law or equity; (iii) none of the operations of Haverfield or
         any Haverfield Subsidiary, no assets presently owned or, to the best
         knowledge of Haverfield and Home Bank, formerly owned by Haverfield or
         any Haverfield Subsidiary, and to the best knowledge of Haverfield and
         Home Bank, no Mortgaged Premises or a Participating Facility are the
         subject of any federal, state or local investigation evaluating whether
         any remedial action is needed to respond to a release or threatened
         release of any Hazardous Substance, or any other substance into the
         environment, nor has Haverfield or any Haverfield Subsidiary, or, to
         the best knowledge of Haverfield and Home Bank, any owner of a
         Mortgaged Premises or a Participating Facility been directed to conduct
         such investigation, formally or informally, by any governmental agency,
         nor have any of them agreed with any governmental agency or private
         person to conduct any such investigation; and (iv) neither Haverfield
         nor any Haverfield Subsidiary, nor, to the best knowledge of Haverfield
         and Home Bank, any owner of a Mortgaged Premises or a Participating
         Facility has filed any notice under any Environmental Law indicating
         past or present treatment, storage or disposal of a Hazardous Substance
         or reporting a

                                       38


<PAGE>   45



         spill or release of a Hazardous Substance, or any other substance into 
         the environment.

                  (b) With respect to the real property currently owned or, to
         the best knowledge of Haverfield and Home Bank, formerly owned or
         currently leased by Haverfield or any Haverfield Subsidiary
         ("Haverfield Premises"): (x) no part of the Haverfield Premises has
         been used for the generation, manufacture, handling, storage, or
         disposal of Hazardous Substances; (y) except as disclosed in Section
         3.19 of the Haverfield Disclosure Schedule, the Haverfield Premises do
         not contain, and have never contained, an underground storage tank; and
         (z) the Haverfield Premises do not contain and are not contaminated by
         any quantity of a Hazardous Substance from any source. With respect to
         any underground storage tank listed in Section 3.19 of the Haverfield
         Disclosure Statement as an exception to the foregoing, such underground
         storage tank has been removed in compliance with the Environmental
         Laws, and has not been the source of any release of a Hazardous
         Substance into the environment, unless otherwise set forth in Section
         3.19 of the Haverfield Disclosure Schedule.

         3.20 CONTRACTS AND COMMITMENTS. Section 3.20 of the Haverfield
Disclosure Schedule contains, and shall be supplemented by Haverfield and Home
Bank, as required by Section 5.10 hereof, so as to contain at the Closing Date
copies of each of the following documents, certified by an officer of Haverfield
to be true and correct copies of such documents on the dates of such
certificates:

                  (a) a list and description of each outstanding loan agreement,
         mortgage, pledge agreement or other similar document or commitment to
         extend credit to any officer or director of Haverfield or any
         Haverfield Subsidiary, as well as a listing of all deposits or deposit
         surrogates, including the amount, type and interest being paid thereon,
         to which Haverfield or any Haverfield Subsidiary is a party under which
         it may (contingently or otherwise) have any liability involving any
         officer or director of Haverfield or any Haverfield Subsidiary;

                  (b) a list and description of each outstanding letter of
         credit and each commitment to issue a letter of credit in excess of
         $25,000 to which Haverfield or any Haverfield Subsidiary is a party
         and/or under which it may (contingently or otherwise) have any
         liability;

                  (c) a list and description of each contract or agreement (not
         otherwise included in the Haverfield Disclosure Schedule or
         specifically excluded therefrom in accordance with the terms of this
         Agreement) involving goods, services or occupancy and which (i) has a
         term of more than six months; (ii) cannot be terminated on thirty days
         (or less) written notice without penalty; and (iii) involves an annual
         expenditure by Haverfield or any Haverfield Subsidiary in excess of
         $25,000;

                  (d) a list and description of each contract or commitment
         (other than Haverfield Permitted Liens as defined in Section 3.22(c))
         hereof) affecting ownership

                                       39


<PAGE>   46



         of, title to, use of, or any interest in real property which is
         currently owned by Haverfield or any Haverfield Subsidiary, and a list
         and description of all real property owned, leased or licensed by
         Haverfield or any Haverfield Subsidiary;

                  (e) a list of all fees, salaries, bonuses and other forms of
         compensation including but not limited to, country club memberships,
         automobiles available for personal use, and credit cards available for
         personal use, provided by Haverfield or any Haverfield Subsidiary to
         any employee, officer, or director or former employee, officer or
         director of Haverfield or any Haverfield Subsidiary who earns in excess
         of $50,000 annually;

                  (f) a list and description of each commitment made by
         Haverfield or any Haverfield Subsidiary to or with any of its officers,
         directors or employees extending for a period of more than six months
         from the date hereof or providing for earlier termination only upon the
         payment of a penalty or equivalent thereto;

                  (g) the Articles of Incorporation, Charters, Code or
         Regulations, and Bylaws and specimen certificates of each type of
         security issued by Haverfield and each Haverfield Subsidiary;

                  (h) a list and description of each other contract or
         commitment providing for payment based in any manner upon outstanding
         loans or profits of Haverfield or any Haverfield Subsidiary;

                  (i) a list and description of all powers of attorney granted
         by Haverfield or any Haverfield Subsidiary which are currently in
         force;

                  (j) a list and description of all policies of insurance
         currently maintained by Haverfield or any Haverfield Subsidiary and a
         list and description of all unsettled or outstanding claims of
         Haverfield or any Haverfield Subsidiary which have been, or to the best
         knowledge of Haverfield and Home Bank, will be, filed with the
         companies providing insurance coverage for Haverfield or any Haverfield
         Subsidiary (except for routine claims for health benefits);

                  (k) each collective bargaining agreement to which Haverfield
         or any Haverfield Subsidiary is a party and all affirmative action
         plans or programs covering employees of Haverfield or any Haverfield
         Subsidiary, as well as all employee handbooks, policy manuals, rules
         and standards of employment promulgated by Haverfield or any Haverfield
         Subsidiary;

                  (l) each lease or license with respect to real or personal
         property, whether as lessor, lessee, licensor or licensee, with annual
         rental or other payments due thereunder in excess of $10,000 to which
         Haverfield or any Haverfield Subsidiary is a

                                       40


<PAGE>   47



         party, which does not expire within six months from the date hereof and
         cannot be terminated upon thirty days (or less) written notice without
         penalty;

                  (m) all employment, consulting, financial advisory, investment
         banking, and professional services contracts to which Haverfield or any
         Haverfield Subsidiary is a party;

                  (n) all judgments, orders, injunctions, court decrees or
         settlement agreements arising out of or relating to the labor and
         employment practices or decisions of Haverfield or any Haverfield
         Subsidiary which, by their terms, continue to bind or affect Haverfield
         or any Haverfield Subsidiary;

                  (o) all orders, decrees, memorandums, agreements or
         understandings with regulatory agencies binding upon or affecting the
         current operations of Haverfield or any Haverfield Subsidiary or any of
         their directors or officers in their capacities as such;

                  (p) all trademarks, trade names, service marks, patents, or
         copyrights, whether registered or the subject of an application for
         registration, which are owned by Haverfield or any Haverfield
         Subsidiary or licensed from a third party;

                  (q) all policies formally adopted by the Board of Directors of
         Haverfield or any Haverfield Subsidiary as currently in effect with
         respect to environmental matters and copies of all policies that have
         been in effect during the last five (5) years regarding the performance
         of environmental investigations of properties accepted as collateral
         for loans, including the effective dates of all such policies; and

                  (r) each other agreement to which Haverfield or any Haverfield
         Subsidiary is a party (which does not expire within six months from the
         date hereof and cannot be terminated upon thirty days (or less) written
         notice without penalty) which individually during its term could commit
         Haverfield or any Haverfield Subsidiary to an expenditure (either
         individually or through a series of installments) in excess of $25,000
         or which creates a material right or benefit to receive payments, goods
         or services not referred to elsewhere in this Section 3.20 including
         without limitation:

                           (i) each agreement of guaranty or indemnification
                  running to any person;

                           (ii) each agreement containing any covenant limiting
                  the right of Haverfield or any Haverfield Subsidiary to engage
                  in any line of business or to compete with any person;

                           (iii) each agreement with respect to any license,
                  permit and similar matter that is necessary to the operations
                  of Haverfield or any Haverfield

                                       41


<PAGE>   48



                  Subsidiary;

                           (iv) each agreement that requires the consent or
                  approval of any other party in order to consummate the Merger;

                           (v) each agreement relating to the servicing of loans
                  and each mortgage forward commitment and similar agreement
                  pursuant to which Haverfield or any Haverfield Subsidiary
                  sells to others mortgages which it originates;

                           (vi) each contract relating to the purchase or sale
                  of financial or other futures, or any put or call option
                  relating to cash, securities or commodities and each interest
                  rate swap agreement or other agreement relating to the hedging
                  of interest rate risks and each agreement or arrangement
                  described in Section 3.16(d) hereof; and

                           (vii) each contract or agreement (with the exception
                  of the Federal National Mortgage Association or Federal Home
                  Loan Mortgage Corporation Seller's Guide), including but not
                  limited to each contract or agreement pursuant to which
                  Haverfield or any Haverfield Subsidiary has sold, transferred,
                  assigned or agreed to service any loan, which provides for any
                  recourse or indemnification obligation on the part of
                  Haverfield or any Haverfield Subsidiary; the name and address
                  of each person which might or could be entitled to recourse
                  against or indemnification from Haverfield or any Haverfield
                  Subsidiary; and the monetary amount of each actual or
                  potential recourse or indemnification obligation under each
                  such contract or agreement.

         3.21 DEFAULTS. There has not been any default in any material
obligation to be performed by Haverfield or any Haverfield Subsidiary under any
contract or commitment, and neither Haverfield nor or any Haverfield Subsidiary
has waived, and will not waive prior to the Effective Time, any material right
under any contract or commitment. To the best knowledge of Haverfield and Home
Bank, no other party to any contract or commitment is in default in any material
obligation to be performed by such party.

         3.22 OPERATIONS SINCE DECEMBER 31, 1996. Between December 31, 1996 and
the date hereof, except as set forth in Section 3.22 of the Haverfield
Disclosure Schedule, there has not been:

                  (a) any increase in the compensation payable or to become
         payable by Haverfield or any Haverfield Subsidiary to any employee,
         officer or director, other than routine annual increases to rank and
         file employees consistent with past practices;

                  (b) except as permitted in Section 4.1(a) hereof, any payment
         of dividends or other distributions by Haverfield to its stockholders
         or any redemption by

                                       42


<PAGE>   49



         Haverfield of its capital stock;

                  (c) any mortgage, pledge or subjection to lien, charge or
         encumbrance of any kind of or on any asset, tangible or intangible, of
         Haverfield or any Haverfield Subsidiary, except the following (each of
         which, whether arising before or after the date hereof, is herein
         referred to as a "Haverfield Permitted Lien"): (i) liens arising out of
         judgments or awards in respect of which Haverfield or any Haverfield
         Subsidiary is in good faith prosecuting an appeal or proceeding for
         review and in respect of which it has secured a subsisting stay of
         execution pending such appeal of proceeding; (ii) liens for taxes,
         assessments, and other governmental charges or levies, the payment of
         which is not past due, or as to which Haverfield or any Haverfield
         Subsidiary is diligently contesting in good faith and by appropriate
         proceeding either the amount thereof or the liability therefor or both;
         (iii) deposits, liens or pledges to secure payments of worker's
         compensation, unemployment insurance, pensions, or other social
         security obligations, or the performance of bids, tenders, leases,
         contracts (other than contracts for the payment of money), public or
         statutory obligations, surety, stay or appeal bonds, or similar
         obligations arising in the ordinary course of business; (iv) zoning
         restrictions, easements, licenses and other restrictions on the use of
         real property or any interest therein, or minor irregularities in title
         thereto, which do not materially impair the use of such property or the
         merchantability or the value of such property or interest therein; (v)
         purchase money mortgages or other purchase money or vendor's liens or
         security interests (including, without limitation, finance leases),
         provided that no such mortgage, lien or security interest shall extend
         to or cover any other property of Haverfield or any Haverfield
         Subsidiary other than that so purchased; and (vi) pledges and liens
         given to secure deposits and other liabilities of Haverfield or any
         Haverfield Subsidiary arising in the ordinary course of business;

                  (d) any creation or assumption of indebtedness (including the
         extension or renewal of any existing indebtedness, or the increase
         thereof) by Haverfield or any Haverfield Subsidiary for borrowed money,
         or otherwise, other than in the ordinary course of business, none of
         which is in default;

                  (e) the establishment of any new, modification of or amendment
         to, or increase in the formula for contributions to or benefits under,
         any Haverfield Benefit Plan by Haverfield or any Haverfield Subsidiary;

                  (f) any action by Haverfield or any Haverfield Subsidiary
         seeking any cancellation of, or decrease in the insured limit under, or
         increase in the deductible amount or the insured's retention (whether
         pursuant to coinsurance or otherwise) of or under, any policy of
         insurance maintained directly or indirectly by Haverfield or any
         Haverfield Subsidiary on any of their respective assets or businesses,
         including but not by way of limitation, fire and other hazard insurance
         on its assets, automobile liability insurance, general public liability
         insurance, and directors' and officers' liability insurance; and if an
         insurer takes any such action, Haverfield shall promptly notify

                                       43


<PAGE>   50



         COFI;

                  (g) any change in Haverfield's independent auditors, historic
         methods of accounting (other than as required by generally accepted
         accounting principles or regulatory accounting principles), or in its
         system for maintaining its equipment and real estate;

                  (h) any purchase, whether for cash or secured or unsecured
         obligations (including finance leases) by Haverfield or any Haverfield
         Subsidiary of any fixed asset which either (i) has a purchase price
         individually or in the aggregate in excess of $50,000 or (ii) is
         outside of the ordinary course of business;

                  (i) any sale or transfer of any asset in excess of $50,000 of
         Haverfield or any Haverfield Subsidiary or outside of the ordinary
         course of business with the exception of loans and marketable
         securities that are held for sale and sold in the ordinary course of
         business at market prices;

                  (j) any cancellation or compromise of any debt to, claim by or
         right of, Haverfield or any Haverfield Subsidiary except in the
         ordinary course of business;

                  (k) any amendment or termination of any contract or commitment
         to which Haverfield or any Haverfield Subsidiary is a party, other than
         in the ordinary course of business;

                  (l) any material damage or destruction to any assets or
         property of Haverfield or any Haverfield Subsidiary whether or not
         covered by insurance;

                  (m) any change in the loan underwriting policies or practices
         of any Haverfield Subsidiary;

                  (n) any transaction of business or activity undertaken by
         Haverfield or any Haverfield Subsidiary outside the ordinary course of
         business consistent with past practices;

                  (o) any agreement or commitment to do any of the foregoing; or

                  (p) any event or condition of any character (other than
         changes in legal, economic or other conditions which are not specially
         or uniquely applicable to Haverfield or any Haverfield Subsidiary)
         adversely affecting the business, operations or financial condition of
         Haverfield on a consolidated basis.

         3.23  CORPORATE RECORDS.  The corporate record books, transfer books 
and stock ledgers of Haverfield and each Haverfield Subsidiary are complete and 
accurate in all material

                                       44


<PAGE>   51



respects and reflect all meetings, consents and other material actions of the
organizers, incorporators, stockholders, Boards of Directors and committees of
the Boards of Directors of Haverfield and each such Subsidiary, and all
transactions in their respective capital stocks, since their respective
inceptions.

         3.24 UNDISCLOSED LIABILITIES. All of the Liabilities have, in the case
of Haverfield and the Haverfield Subsidiaries, been reflected, disclosed or
reserved against in the Haverfield Financial Statements as of December 31, 1996
or in the notes thereto, and Haverfield and the Haverfield Subsidiaries have no
other Liabilities except (a) Liabilities incurred since December 31, 1996 in the
ordinary course of business or (b) as disclosed in Section 3.24 of the
Haverfield Disclosure Schedule.

         3.25     ASSETS.

                  (a) Haverfield and the Haverfield Subsidiaries have good and
         marketable title to their real properties, including any leaseholds and
         ground leases, and their other assets and properties, all as reflected
         as owned or held by Haverfield or any Haverfield Subsidiary in the
         Haverfield Financial Statements dated as of December 31, 1996, and
         those acquired since such date, except for (i) assets and properties
         disposed of since such date in the ordinary course of business and (ii)
         Haverfield Permitted Liens none of which, in the aggregate, except as
         set forth in the Haverfield Financial Statements dated December 31,
         1996 or in Section 3.25 of the Haverfield Disclosure Schedule, are
         material to the assets of Haverfield on a consolidated basis. All
         buildings, structures, fixtures and appurtenances comprising part of
         the real properties of Haverfield and the Haverfield Subsidiaries
         (whether owned or leased) are, in the opinion of management of
         Haverfield and Home Bank, in good operating condition and have been
         well maintained, reasonable wear and tear excepted. Title to all real
         property owned by Haverfield and the Haverfield Subsidiaries is held in
         fee simple, except as otherwise noted in the Haverfield Financial
         Statements as of December 31, 1996 or as set forth in Section 3.25 of
         the Haverfield Disclosure Schedule. Haverfield and the Haverfield
         Subsidiaries have title or other rights to its assets sufficient in all
         material respects for the conduct of their respective businesses as
         presently conducted, and except as set forth in the Haverfield
         Financial Statements dated as of December 31, 1996 or in Section 3.25
         of the Haverfield Disclosure Schedule, such assets are free, clear and
         discharged of and from any and all liens, charges, encumbrances,
         security interests and/or equities which are material to Haverfield or
         any Haverfield Subsidiary.

                  (b) All leases pursuant to which Haverfield or any Haverfield
         Subsidiary, as lessee, leases real or personal property are, to the
         best knowledge of Haverfield and Home Bank, valid, effective, and
         enforceable against the lessor in accordance with their respective
         terms. There is not under any of such leases any existing default, or
         any event which with notice or lapse of time or both would constitute a
         default, with respect to either Haverfield or any Haverfield
         Subsidiary, or to the best knowledge of Haverfield and Home Bank, the
         other party. Except as disclosed in Section 3.25 of

                                       45


<PAGE>   52



         the Haverfield Disclosure Schedule, none of such leases contains a
         prohibition against assignment by Haverfield or any Haverfield
         Subsidiary, by operation of law or otherwise, or any other provision
         which would preclude the surviving corporation or resulting institution
         or any Haverfield Subsidiary from possessing and using the leased
         premises for the same purposes and upon the same rental and other terms
         upon the consummation of the Merger as are applicable to the use by
         Haverfield or any Haverfield Subsidiary as of the date of this
         Agreement.

         3.26 INDEMNIFICATION. To the best knowledge of Haverfield and Home
Bank, except as set forth in Section 3.26 of the Haverfield Disclosure Schedule,
no action or failure to take action by any director, officer, employee or agent
of Haverfield or any Haverfield Subsidiary has occurred which would give rise to
a claim by any such person for indemnification from Haverfield or any Haverfield
Subsidiary under the corporate indemnification provisions of Haverfield or any
Haverfield Subsidiary in effect on the date of this Agreement.

         3.27 INSIDER INTERESTS. All outstanding loans and other contractual
arrangements (including deposit relationships) between Haverfield or any
Haverfield Subsidiary and any officer, director or employee of Haverfield or any
Haverfield Subsidiary conform to the applicable rules and regulations and
requirements of all applicable regulatory agencies which were in effect when
such loans and other contractual arrangements were entered into. Except as set
forth in Section 3.27 of the Haverfield Disclosure Schedule, no officer,
director or employee of Haverfield or any Haverfield Subsidiary has any material
interest in any property, real or personal, tangible or intangible, used in or
pertaining to the business of Haverfield or any Haverfield Subsidiary.

         3.28 REGISTRATION OBLIGATIONS. Except as set forth in Section 3.28 of
the Haverfield Disclosure Schedule, neither Haverfield nor any Haverfield
Subsidiary is under any obligation, contingent or otherwise, which will survive
the Effective Time by reason of any agreement to register any of its securities
under the Securities Act or other federal or state securities laws or
regulations.

         3.29 REGULATORY, TAX AND ACCOUNTING MATTERS. Haverfield and Home Bank
have not taken or agreed to take any action, nor does it have knowledge of any
fact or circumstance, that would (i) materially impede or delay the consummation
of the transactions contemplated by this Agreement or the ability of the parties
to obtain any approval of any regulatory authority required for the transactions
contemplated by this Agreement or to perform their covenants and agreements
under this Agreement or (ii) prevent the Merger from qualifying as a pooling of
interests for accounting purposes or the Merger from qualifying as a
reorganization within the meaning of Section 368(a) of the Code.

         3.30 BROKERS AND FINDERS. Except as set forth in the agreement with
Charles Webb & Co., a division of Keefe, Bruyette & Woods, Inc., dated May 8,
1996 (which agreement has not been amended since such date), a copy of which has
previously been provided to COFI, neither Haverfield nor any Haverfield
Subsidiary nor any of their respective officers,

                                       46


<PAGE>   53



directors or employees has employed any broker or finder or incurred any
liability for any financial advisory fees, brokerage fees, commissions or
finders' fees, and no other broker or finder has acted directly or indirectly
for Haverfield or any Haverfield Subsidiary in connection with this Agreement or
the transactions contemplated hereby.

         3.31 ACCURACY OF INFORMATION. The statements of Haverfield and Home
Bank contained in this Agreement, the Schedules hereto and in any other written
document executed and delivered by or on behalf of Haverfield or Home Bank
pursuant to the terms of this Agreement are true and correct in all material
respects.

         3.32 FAIRNESS OPINION. Haverfield has received from Charles Webb & Co.,
a division of Keefe, Bruyette & Woods, Inc. a fairness opinion, dated as of the
date of this Agreement, to the effect that the Merger Consideration to be
received by the holders of Haverfield Common Stock pursuant to this Agreement
and the Company Merger is fair to such holders from a financial point of view.

         3.33 GOVERNMENTAL APPROVALS AND OTHER CONDITIONS. To the best knowledge
of Haverfield and Home Bank, there is no reason relating specifically to
Haverfield or any of its Subsidiaries why (a) the approvals that are required to
be obtained from regulatory authorities having approval authority in connection
with the transactions contemplated hereby should not be granted, (b) such
regulatory approvals should be subject to a condition which would differ from
conditions customarily imposed by such regulatory authorities in orders
approving acquisitions of the type contemplated hereby or (c) any of the
conditions precedent as specified in Article VI hereof to the obligations of any
of the parties hereto to consummate the transactions contemplated hereby are
unlikely to be fulfilled within the applicable time period or periods required
for satisfaction of such condition or conditions.

                                   ARTICLE IV

                             COVENANTS OF HAVERFIELD

         4.1      BUSINESS IN ORDINARY COURSE.

                  (a) Without the prior written consent of COFI, Haverfield
         shall not declare or pay any dividend or make any other distribution
         with respect to its capital stock whether in cash, stock or other
         property, after the date of this Agreement, except it may declare and
         pay its regular quarterly cash dividend of not more than $.14 per share
         on Haverfield Common Stock; provided the declaration of the last
         dividend by Haverfield prior to consummation of the Company Merger and
         the payment thereof shall be coordinated with, and subject to the
         approval of COFI, so as to preclude any duplication of dividend
         benefit.

                  (b) Haverfield and the Haverfield Subsidiaries shall continue
         to carry on, after the date hereof, their respective businesses and the
         discharge or incurring of

                                       47


<PAGE>   54



         obligations and liabilities, only in the usual, regular and ordinary
         course of business, as heretofore conducted, and by way of
         amplification and not limitation, Haverfield and each of the Haverfield
         Subsidiaries will not, without the prior written consent of COFI (which
         consent in the case of subparts (xiv) and (xvii) below shall not be
         unreasonably withheld or delayed):

                           (i) issue any capital stock or any options, warrants,
                  or other rights to subscribe for or purchase capital stock or
                  any securities convertible into or exchangeable for any
                  capital stock, except pursuant to the Haverfield Stock Options
                  outstanding on the date hereof;

                           (ii) directly or indirectly redeem, purchase or
                  otherwise acquire any capital stock or ownership interests of
                  Haverfield or any of the Haverfield Subsidiaries;

                           (iii) effect a reclassification, recapitalization,
                  split-up, exchange of shares, readjustment or other similar
                  change in or to any capital stock or otherwise reorganize or
                  recapitalize;

                           (iv) change its Charter, Articles of Incorporation,
                  Code of Regulations or Bylaws;

                           (v) enter into or modify any employment agreement,
                  severance agreement, change of control agreement, or plan
                  relative to the foregoing; or grant any increase (other than
                  ordinary and normal increases to rank and file employees
                  consistent with past practices) in the compensation payable or
                  to become payable to directors, officers or employees except
                  as required by law, pay or agree to pay any bonus, or adopt or
                  make any change in any bonus, insurance, pension, or other
                  Haverfield Benefit Plan and provided further that Haverfield
                  and Home Bank shall be permitted, consistent with past
                  practices, to make contributions to the employee stock
                  ownership plan and the 401(k) plan of Haverfield, pursuant to
                  its existing program for such contributions, which shall
                  accrue from the date hereof to the Closing Date;

                           (vi) except for the short-term renewal of Federal
                  Home Loan Bank ("FHLB") advances outstanding at the date of
                  this Agreement, raising short-term funds against its existing
                  line of credit with the FHLB and deposit-taking in the
                  ordinary course of its business, borrow or agree to borrow any
                  funds, including but not limited to repurchase transactions,
                  or indirectly guarantee or agree to guarantee any obligations
                  of others;

                           (vii) make or commit to make any new loan or letter
                  of credit, or any new or additional discretionary advance
                  under any existing loan or line of credit, or restructure any
                  existing loan or line of credit, (x) in the case of a

                                       48


<PAGE>   55



                  consumer loan or extension of credit, in a principal amount in
                  excess of $250,000 or that would increase the aggregate credit
                  outstanding in this category to any one borrower (or group of
                  affiliated borrowers) to more than $250,000, (y) in the case
                  of a loan secured by an owner occupied single-family principal
                  residence, in a principal amount in excess of $350,000, or (z)
                  in the case of a commercial loan or mortgage in a principal
                  amount in excess of $500,000 or that would increase the
                  aggregate credit outstanding in this category to any one
                  borrower (or group of affiliated borrowers) to more than
                  $500,000, without the prior written consent of COFI acting
                  through its Chief Executive Officer in a written notice to
                  Haverfield, which approval or rejection shall be given on a
                  timely basis after delivery by Haverfield to such officer of
                  COFI of the complete loan package;

                           (viii) make any material changes in its policies
                  concerning loan underwriting or which persons may approve
                  loans;

                           (ix) enter into any securities transaction for its
                  own account or purchase or otherwise acquire any investment
                  security for its own account other than U.S. Treasury
                  obligations with maturities of less than one year and deposits
                  in an overnight account at the FHLB of Cincinnati, provided
                  COFI's consent shall not be unreasonably withheld or delayed
                  relating to the purchase of other readily marketable
                  investment securities;

                           (x) increase or decrease the rate of interest paid on
                  time deposits or on certificates of deposit, except in a
                  manner and pursuant to policies consistent with past
                  practices;

                           (xi) enter into, modify or extend any agreement,
                  contract or commitment out of the ordinary course of business
                  or having a term in excess of six months and involving an
                  expenditure in excess of ten thousand dollars ($10,000), other
                  than letters of credit, loan agreements, deposit agreements,
                  and other lending, credit and deposit documents made in the
                  ordinary course of business;

                           (xii) except in the ordinary course of business,
                  place on any of its assets or properties any mortgage, pledge,
                  lien, charge, or other encumbrance;

                           (xiii) cancel any material indebtedness owing to it
                  or any claims which it may possess or waive any rights of
                  material value;

                           (xiv) sell or otherwise dispose of any real property
                  or any material amount of tangible or intangible personal
                  property other than (a) properties acquired in foreclosure or
                  otherwise in the ordinary collection of indebtedness owed to
                  Home Bank, (b) student loans or (c) loans which are held for
                  sale by

                                       49


<PAGE>   56



                  Home Bank and are sold in the secondary market within sixty 
                  (60) days of origination;

                           (xv) foreclose upon or otherwise take title to or
                  possession or control of any real property without first
                  obtaining a phase one environmental report thereon; provided,
                  however, that Home Bank and its Subsidiaries shall not be
                  required to obtain such a report with respect to single
                  family, non-agricultural residential property of one acre or
                  less to be foreclosed upon unless it has reason to believe
                  that such property might contain Hazardous Substances;

                           (xvi) knowingly or wilfully commit any act or fail to
                  commit any act which will cause a material breach of any
                  agreement, contract or commitment;

                           (xvii) purchase any real or personal property or make
                  any capital expenditure where the amount paid or committed
                  therefor is in excess of twenty-five thousand dollars
                  ($25,000), except for outstanding commitments set forth in
                  Section 3.20 of the Haverfield Disclosure Schedule;

                           (xviii) in the case of Home Bank, voluntarily make
                  any material changes in or to its asset and deposit mix;

                           (xix) engage in any activity or transaction outside
                  the ordinary course of business;

                           (xx) enter into or acquire any derivatives contract
                  or structured note;

                           (xxi) enter into any new, or modify, amend or extend
                  the terms of any existing contracts relating to the purchase
                  or sale of financial or other futures, or any put or call
                  option relating to cash, securities or commodities or any
                  interest rate swap agreements or other agreements relating to
                  the hedging of interest rate risk;

                           (xxii) take any action that would (A) materially
                  impede or delay the consummation of the transactions
                  contemplated by this Agreement or the ability of the parties
                  hereto to obtain any approval of any regulatory authority
                  required for the transactions contemplated by this Agreement
                  or to perform its covenants and agreements under this
                  Agreement or (B) prevent the Merger from qualifying as a
                  pooling of interests for accounting purposes or as a
                  reorganization within the meaning of Section 368(a) of the
                  Code; or

                           (xxiii) agree in writing or otherwise to take any of
                  the foregoing actions or engage in any of the foregoing
                  activities.

                  Nothing contained in this Section 4.1(b) is intended to impose
                  an obligation

                                       50


<PAGE>   57



         upon Haverfield or Home Bank to take any action in violation of the
         fiduciary duties of its directors to its stockholders.

                  (c) Haverfield and the Haverfield Subsidiaries shall not,
         without the prior written consent of COFI, engage in any transaction or
         take any action that would render untrue any of the representations and
         warranties of Haverfield contained in Article III hereof, if such
         representations and warranties were given as of the date of such
         transaction or action.

                  (d) Haverfield will, and will cause the Haverfield
         Subsidiaries to, use their best efforts to maintain their respective
         properties and assets in their present state of repair, order and
         condition, reasonable wear and tear excepted, and to maintain and keep
         in full force and effect all policies of insurance presently in effect,
         including insurance of accounts with the FDIC. Haverfield will, and
         will cause the Haverfield Subsidiaries to, take all requisite action
         (including without limitation the making of claims and the giving of
         notices) pursuant to its directors' and officers' liability insurance
         policy or policies in order to preserve all rights thereunder with
         respect to all matters which could reasonably give rise to a claim
         prior to the Effective Time.

                  (e) Haverfield shall promptly notify COFI in writing of the
         occurrence of any matter or event known to and directly involving
         Haverfield or any Haverfield Subsidiary that is reasonably likely to
         result in a Material Adverse Effect on Haverfield or impair the ability
         of Haverfield or Home Bank to consummate the transactions contemplated
         herein.

                  (f) Haverfield shall provide to COFI such reports on
litigation involving Haverfield and each of the Haverfield Subsidiaries as COFI
shall reasonably request, provided that Haverfield shall not be required to
divulge information to the extent that, in the good faith opinion of its
counsel, by doing so, it would risk waiver of the attorney-client privilege to
its detriment.

         4.2 CONFORMING ACCOUNTING AND RESERVE POLICIES; RESTRUCTURING EXPENSES.
At the request of COFI, Home Bank agrees immediately prior to Closing and after
satisfaction or waiver of the conditions to Closing set forth in Article VI
hereof, to establish and take such reserves and accruals as COFI reasonably
shall request to conform Home Bank's loan, accrual, reserve and other accounting
policies to the policies of Charter One Bank, provided however, such requested
conforming adjustments shall not be taken into account in determining whether
Haverfield has experienced a Material Adverse Effect.

         4.3      CERTAIN ACTIONS.

                  (a) Neither Haverfield (nor any of its Subsidiaries) (i) shall
         solicit, initiate, participate in discussions of, or encourage or take
         any other action to facilitate (including by way of the disclosing or
         furnishing of any information that it is not

                                       51


<PAGE>   58



         legally obligated to disclose or furnish) any inquiry or the making of
         any proposal relating to any Acquisition Proposal (as defined below)
         with respect to itself or any of its Subsidiaries or (ii) shall (A)
         solicit, initiate, participate in discussions of, or encourage or take
         any other action to facilitate any inquiry or proposal, or (B) enter
         into any agreement, arrangement, or understanding (whether written or
         oral) regarding any proposal or transaction providing for or requiring
         it to abandon, terminate or fail to consummate this Agreement, or
         compensating it or any of its Subsidiaries under any of the instances
         described in this clause. Haverfield and Home Bank shall immediately
         instruct and otherwise use their best efforts to cause their directors,
         officers, employees, agents, advisors (including, without limitation,
         any investment banker, attorney, or accountant retained by it or any of
         its Subsidiaries), consultants and other representatives to comply with
         such prohibitions. Haverfield and Home Bank shall immediately cease and
         cause to be terminated any existing activities, discussions, or
         negotiations with any parties conducted heretofore with respect to such
         activities. Notwithstanding the foregoing, Haverfield may provide
         information at the request of or enter into negotiations with a third
         party with respect to an Acquisition Proposal if the Board of Directors
         of Haverfield determines, in good faith after consultation with
         counsel, that the exercise of its fiduciary duties to Haverfield's
         stockholders under applicable law requires it to take such action, and,
         provided further, that Haverfield may not, in any event, provide to
         such third party any information which it has not provided to COFI.
         Haverfield shall promptly notify COFI orally and in writing in the
         event it receives any such inquiry or proposal and shall provide
         reasonable detail of all relevant facts relating to such inquiries.
         This Section shall not prohibit accurate disclosure by Haverfield in
         any document (including the Proxy Statement and the Registration
         Statement) or other disclosure under applicable law if in the opinion
         of the Board of Directors of Haverfield, disclosure is appropriate
         under applicable law.

                  (b) "Acquisition Proposal" shall, with respect to Haverfield,
         mean any of the following (other than the Merger): (i) a merger or
         consolidation, or any similar transaction of any company with either
         Haverfield or any Subsidiary of Haverfield, (ii) a purchase lease or
         other acquisition of a material portion of all the assets of either
         Haverfield or any Subsidiary of Haverfield, (iii) a purchase or other
         acquisition of "beneficial ownership" by any "person" or "group" (as
         such terms are defined in Section 13(d)(3) of the Exchange Act)
         (including by way of merger, consolidation, share exchange, or
         otherwise) which would cause such person or group to become the
         beneficial owner of securities representing 25% or more of the voting
         power of either Haverfield or any Subsidiary of Haverfield, (iv) a
         tender or exchange offer to acquire securities representing 25% or more
         of the voting power of Haverfield, (v) a public proxy or consent
         solicitation made to stockholders of Haverfield seeking proxies in
         opposition to any proposal relating to any of the transactions
         contemplated by this Agreement, (vi) the filing of an application or
         notice with the OTS or any other federal or state regulatory authority
         (which application has been accepted for processing) seeking approval
         to engage in one or more of the transactions referenced

                                       52


<PAGE>   59



         in clauses (i) through (iv) above, or (vii) the making of a bona fide
         offer to the Board of Directors Haverfield or Home Bank by written
         communication, that is or becomes the subject of public disclosure, to
         engage in one or more of the transactions referenced in clauses (i)
         through (v) above.

                                    ARTICLE V

                              ADDITIONAL AGREEMENTS

         5.1      INSPECTION OF RECORDS; CONFIDENTIALITY.

                  (a) COFI and Haverfield shall each afford to the other and to
         the other's accountants, counsel and other representatives (and their
         Subsidiaries) full access during normal business hours during the
         period prior to the Effective Time to all of their respective
         properties, books, contracts, commitments and records, including all
         attorneys' responses to auditors' requests for information, and
         accountants' work papers, developed by either of them or their
         respective Subsidiaries or their respective accountants or attorneys,
         and will permit each other and their respective representatives to
         discuss such information directly with each other's officers,
         directors, employees, attorneys and accountants. COFI and Haverfield
         shall each use their best efforts to furnish to the other all other
         information concerning its business, properties and personnel as such
         other party may reasonably request; however, such access may be limited
         by the party from whom access is sought so as to avoid unreasonable
         disruption or interference with such party's business operations, as
         such party may reasonably determine. Any failure to comply with this
         covenant shall be disregarded if promptly corrected without material
         adverse consequences to the other party. The availability or actual
         delivery of information shall not affect the representations,
         warranties, covenants, and agreements of the party providing such
         information that are contained in this Agreement or in any certificates
         or other documents delivered pursuant hereto.

                  (b) All information disclosed by any party to any other party
         to this Agreement, whether prior or subsequent to the date of this
         Agreement including, without limitation, any information obtained
         pursuant to this Section 5.1, shall be kept confidential by such other
         party and shall not be used by such other party otherwise as herein
         contemplated. In the event that this Agreement is terminated, each
         party shall return all documents furnished hereunder, shall destroy all
         documents or portions thereof prepared by such other party that contain
         information furnished by another party pursuant hereto and, in any
         event, shall hold all information confidential unless or until such
         information is or becomes a matter of public knowledge.

         5.2 REGISTRATION STATEMENT; STOCKHOLDER APPROVAL. As soon as
practicable after the date hereof, COFI shall file the Registration Statement
with the SEC, and Haverfield and COFI shall use their best efforts to cause the
Registration Statement to become effective under

                                       53


<PAGE>   60



the Securities Act. COFI will take any action required to be taken under the
applicable blue sky or securities laws in connection with the issuance of the
shares of COFI Common Stock in the Company Merger. Each party shall furnish all
information concerning it and the holders of its capital stock as the other
party may reasonably request in connection with such action. Haverfield shall
call the Haverfield Stockholders' Meeting as soon as reasonably practicable
after the date of this Agreement for the purpose of voting upon this Agreement
and the Company Merger. In connection with the Haverfield Stockholders' Meeting,
(i) COFI and Haverfield shall jointly prepare the Proxy Statement as part of the
Registration Statement and Haverfield shall mail the Proxy Statement to its
stockholders and (ii) the Board of Directors of Haverfield shall recommend to
its stockholders the approval of this Agreement and the Company Merger;
provided, however, that such recommendation may be withdrawn, modified, or
amended, or not made at all, after the receipt by Haverfield of an offer to
effect an Acquisition Proposal (as defined in Section 4.3 hereof) with
Haverfield to the extent the Board of Directors of Haverfield reasonably
determines that, in the exercise of its fiduciary obligations after consultation
with counsel, it has a duty to do so.

         5.3 AGREEMENTS OF AFFILIATES. As soon as practicable after the date of
this Agreement, Haverfield shall deliver to COFI a letter, reviewed by its
counsel, identifying all persons whom Haverfield believes to be "affiliates" of
Haverfield for purposes of Rule 145 under the Securities Act or for purposes of
qualifying for pooling of interests accounting treatment for the Merger.
Haverfield shall use its best efforts to cause each person who is so identified
as an "affiliate" to deliver to COFI, as soon as practicable thereafter, a
written agreement, substantially in the form of Exhibit D, providing that from
the date of such agreement each such person will agree not to sell, pledge,
transfer or otherwise dispose of any shares of stock of Haverfield held by such
person or any shares of COFI Common Stock to be received by such person in the
Company Merger (i) during the period commencing 30 days prior to the Company
Merger and ending at the time of publication of financial results covering at
least 30 days of combined operations after the Company Merger and (ii) at any
time, except in compliance with the applicable provisions of the Securities Act
and other applicable laws and regulations. Prior to the Effective Time,
Haverfield shall amend and supplement such letter and use its best efforts to
cause each additional person who is identified as an "affiliate" to execute a
written agreement as set forth in this Section 5.3.

         5.4 EXPENSES. Each party hereto shall bear its own expenses incident to
preparing, entering into and carrying out this Agreement and to consummating the
Merger. Notwithstanding the foregoing, COFI and Haverfield will share equally
all third party printing costs incurred with respect to the Registration
Statement and Proxy Statement in preliminary and final form. The printer shall
be Bowne or such other printer selected by COFI that is reasonably acceptable to
Haverfield.

         5.5 COOPERATION. Each party covenants that it will use its best efforts
to bring about the transactions contemplated by this Agreement as soon as
practicable, unless this Agreement is terminated as provided herein. Subject to
the terms and conditions herein provided, each of the parties hereto agrees to
use all reasonable efforts to take, or cause to be

                                       54


<PAGE>   61



taken, all action, and to do, or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement at the earliest
practicable time. All third party costs and expenses incurred by Home Bank at
the direction of COFI in connection with making available to Home Bank's
customers materials relative to the combination of Home Bank and Charter One
Bank, shall be paid by COFI or Charter One Bank. In case at any time after the
Effective Time any further action is necessary or desirable to carry out the
purposes of this Agreement, the proper officers and/or directors of the parties,
shall take all such necessary action. Each party shall use its reasonable best
efforts to preserve for itself and the other parties hereto each available legal
privilege with respect to the confidentiality of their negotiations and related
communications, including the attorney-client privilege.

         5.6 REGULATORY APPLICATIONS. The parties shall, as soon as practicable
after the date of this Agreement, file all necessary applications with all
applicable regulatory authorities, and shall use their best efforts to respond
as promptly as practicable to all inquiries received concerning said
applications. In the event the Merger is challenged or opposed by any
administrative or legal proceeding, whether by the United States Department of
Justice or otherwise, the determination of whether and to what extent to seek
appeal or review, administrative or otherwise, or other appropriate remedies
shall be made by COFI after consultation with Haverfield. The party filing an
application shall deliver a copy thereof to the other parties hereto in advance
of filing and copies of all responses from or written communications from
regulatory authorities relating to the Merger or this Agreement (to the extent
permitted by law), and the filing party shall also deliver a final copy of each
regulatory application to the other parties promptly after it is filed with the
appropriate regulatory authority. Each party shall advise the other parties
periodically of the status of each regulatory application.

         5.7 FINANCIAL STATEMENTS AND REPORTS. From the date of this Agreement
and prior to the Effective Time: (a) Haverfield will deliver to COFI not later
than forty-five (45) days after the end of any fiscal quarter, the Report of
Condition and Income filed by Home Bank with the OTS; (b) COFI and Haverfield
shall deliver to each other not later than forty-five (45) days after the end of
each quarter, its Report on Form 10-Q for such quarter as filed with the SEC
which shall be prepared in conformity with generally accepted accounting
principles and the rules and regulations of the SEC; and (c) each party will
deliver to the others any and all other material reports filed with the SEC, the
FDIC, the OTS, or any other regulatory agency within five (5) business days of
the filing of any such report.

         5.8 NOTICE. At all times prior to the Effective Time, each party shall
promptly notify the other in writing of the occurrence of any event which will
or may result in the failure to satisfy any of the conditions specified in
Sections 6.1 or 6.2 hereof. In the event that any party becomes aware of the
occurrence or impending occurrence of any event which would constitute or cause
a breach by it of any of its representations and warranties, covenants or
agreements herein in any material respect, or would have constituted or caused a
breach by it of its representations and warranties, covenants or agreements
herein in any

                                       55


<PAGE>   62



respect, had such an event occurred or been known prior to the date hereof, said
party shall immediately give detailed and written notice thereof to the other
parties, and shall, unless the same has been waived in writing by the other
parties, use its reasonable efforts to remedy the same within 30 days, provided
that such efforts, if not successful, shall not be deemed to satisfy any
condition precedent to the Merger.

         5.9 PRESS RELEASE. Except as provided in Section 4.3(a) or as otherwise
reasonably determined by a party to comply with its legal obligations, at all
times prior to the Effective Time, the parties shall mutually agree to the
issuance of any press release or other information to the press or any third
party for general circulation with respect to this Agreement or the transactions
contemplated hereby.

         5.10 DELIVERY OF SUPPLEMENTS TO DISCLOSURE SCHEDULES. Five (5) business
days prior to the Effective Time, each party will supplement or amend its
Disclosure Schedule with respect to any matter hereafter arising which, if
existing or occurring at or prior to the date of this Agreement, would have been
required to be set forth or described in such Disclosure Schedule or which is
necessary to correct any information in the Disclosure Schedule or in any
representation and warranty made by the disclosing party which has been rendered
inaccurate thereby. For purposes of determining the accuracy of the
representations and warranties of COFI ,Haverfield and Home Bank contained,
respectively, in Articles II and III hereof in order to determine the
fulfillment of the conditions set forth in Section 6.1(a) and 6.2(a) hereof as
of the date of this Agreement, the Disclosure Schedule of each party shall be
deemed to include only that information contained therein on the date it is
initially delivered to the other party.

         5.11 LITIGATION MATTERS. Haverfield and Home Bank will consult with
COFI about any proposed settlement, or any disposition of, any litigation
involving amounts in excess of $10,000.

         5.12 TAX OPINION. COFI agrees to obtain a written opinion of Silver,
Freedman & Taff, L.L.P., addressed to COFI and Haverfield, dated the Closing
Date, subject to the representations and assumptions referred to therein, and
substantially to the effect that (i) the Company Merger will constitute a
tax-free reorganization within the meaning of Section 368(a) of the Code and
that COFI, Merger Sub and Haverfield will each be a party to a reorganization;
(ii) that no gain or loss would be recognized by any stockholder of Haverfield
upon the exchange of Haverfield Common Stock solely for COFI Common Stock in the
Company Merger, and that the basis of the COFI Common Stock received by each
stockholder of Haverfield who exchanges Haverfield Common Stock solely for COFI
Common Stock in the Company Merger will be the same as the basis of the
Haverfield Common Stock surrendered and exchanged therefor (subject to any
adjustments required as the result of receipt of cash in lieu of a fractional
share of COFI Common Stock); (iii) the holding period of the COFI Common Stock
received by a stockholder of Haverfield in the Company Merger will include the
holding period of the Haverfield Common Stock surrendered and exchanged
therefor, provided that such shares of Haverfield Common Stock were held as a
capital asset by such stockholder at the Effective Time; and (iv) that cash

                                       56


<PAGE>   63



received by a Haverfield stockholder in lieu of a fractional share interest of
COFI Common Stock as part of the Company Merger will be treated as having been
received as a distribution in full payment in exchange for the fractional share
interest of COFI Common Stock which such stockholder would otherwise be entitled
to receive and will qualify as a capital gain or loss (assuming the Haverfield
Common Stock was a capital asset in such stockholder's hands at the Effective
Time).

         5.13     WRITTEN AGREEMENTS WITH EMPLOYEES; BENEFITS AND RELATED 
                  MATTERS.

                  (a) WRITTEN AGREEMENTS WITH EMPLOYEES. COFI shall assume all
         of the obligations of Home Bank under those five (5) Change In Control
         Agreements between Haverfield, Home Bank and Ennio F. Izzo, Richard C.
         Ebner, Marlene D. Culbertson, Nick J. Nero and Edward R. Turza, each
         dated August 30, 1996 (the "Severance Agreements"), and shall assume
         the Change In Control Benefit obligation of Home Bank under that
         certain Employment Agreement between William A. Valerian, Haverfield,
         and Home Bank dated August 28, 1996 (the "Employment Agreement")
         subject to the characterization and method of payment thereof being
         made in a manner that complies with accounting for the Merger as a
         pooling of interests.

                  (b) GENERAL SEVERANCE. Each person employed by the Haverfield
         Subsidiaries as of December 31, 1996 who is employed by the Haverfield
         Subsidiaries immediately prior to the Effective Time (other than a
         person named in subsection (a) above) will be entitled to receive (in
         lieu of any other form of severance) the severance package described
         below if such person's employment is terminated without cause within
         one year after the Effective Time. In addition, any such employee of
         the Haverfield Subsidiaries who voluntarily resigns after being
         notified by COFI that, as a condition of employment, such employee must
         work at a location outside of the Cleveland MSA or that such employee's
         base salary will be decreased, in any case within one year after the
         Effective Time, will be entitled to the severance package described
         below. The severance package shall consist of (i) three (3) weeks base
         pay for every year of full time service with the Haverfield
         Subsidiaries prior to the Effective Time, up to a maximum of one year
         of base pay, and (ii) continued health insurance coverage for a period
         of 90 days after separation of service with Charter Resources Ohio,
         Inc., a wholly owned subsidiary of Charter One Bank ("Charter
         Resources") paying the employer's portion (50%) of the health insurance
         premium. At the request of a severed employee who is entitled to the
         aforesaid severance package, outplacement services will be provided by
         Charter Resources. COFI acknowledges that the consummation of the
         Merger will constitute both a change in control and change in
         circumstances under the Severance Agreements and the Employment
         Agreement.

                  (c) CONTINUING EMPLOYEES. To the extent permitted by
         applicable law, the former employees of Home Bank (but specifically
         excluding any person named in

                                       57


<PAGE>   64



         subsection (a) above whose employment is terminated and then rehired (a
         "New Employee")) who become employees of Charter One Bank or any other
         COFI Subsidiary (the "Continuing Employees") shall continue to
         participate in the Haverfield Benefit Plans, except where any such Plan
         is terminated at the request of COFI at the Effective Time. COFI or any
         COFI Subsidiary may amend or terminate any Haverfield Benefit Plan at
         any time after the Effective Time, provided, that if the termination or
         amendment adversely affects the benefits provided to the Continuing
         Employees, Charter One Bank or another COFI Subsidiary shall provide
         the Continuing Employees with benefits that are substantially
         equivalent to the benefits being received by other similarly situated
         employees of Charter One Bank or such other COFI Subsidiary under
         comparable plans then in effect, if any. Whenever a Continuing Employee
         becomes a participant in an COFI Benefit Plan, such Continuing Employee
         shall receive full credit for his past service with Home Bank for
         purposes of determining eligibility to participate in and the vesting
         benefits of such COFI Benefit Plan (but not for the purpose of accrual
         of benefits thereunder). New Employees will not receive any past
         service credit. However, both New Employees and Continuing Employees
         will not be subject to any exclusion or penalty for pre-existing
         conditions that were covered under the Home Bank health plan
         immediately prior to the Effective Time or any waiting period relating
         to coverage under the COFI health plan. COFI and Charter One Bank will
         assume, or will arrange for a qualified person or entity to assume, the
         duties of trustee under the Haverfield employee stock ownership plan as
         of the Effective Time, and will assume administrative responsibility
         for all employee benefit plans of Haverfield or Home Bank as of the
         Effective Time.

         5.14 RESERVATION OF SHARES TO SATISFY HAVERFIELD STOCK OPTIONS. COFI
shall take all corporate action necessary to reserve for issuance a sufficient
number of shares of COFI Common Stock for delivery upon exercise of Haverfield
Stock Options assumed by it in accordance with Section 1.3(g) hereof. As soon as
practicable after the Effective Time, COFI shall file an appropriate
registration statement with respect to the shares of COFI Common Stock subject
to such options and shall use its best efforts to maintain the effectiveness of
such registration statement or registration statements (and maintain the current
status of the prospectus or prospectuses contained therein) for so long as such
options remain outstanding.

         5.15 NASDAQ LISTING. COFI shall use all reasonable efforts to cause the
shares of COFI Common Stock to be issued in the Company Merger, and the shares
of COFI Common Stock to be reserved for issuance upon exercise of Haverfield
Stock Options, to be approved for listing on the Nasdaq Stock Market (or such
other national securities exchange or stock market on which the COFI Common
Stock shall then be traded), subject to official notice of issuance, prior to or
as of the Closing.

         5.16 DIRECTORS' AND OFFICERS' INDEMNIFICATION INSURANCE. COFI agrees
that the Merger shall not affect or diminish any of Haverfield's or Home Bank's
duties and obligations of indemnification existing immediately prior to the
Effective Time in favor of the directors, officers, employees and agents of
Haverfield or Home Bank arising by virtue of the

                                       58


<PAGE>   65



Articles of Incorporation, Charter , Code of Regulations or Bylaws of Haverfield
or Home Bank in the form in effect at the date of this Agreement or arising by
operation of law, and such duties and obligations shall continue in full force
and effect for so long as they would (but for the Merger) otherwise survive and
continue in full force and effect. All provisions for indemnification and
limitation of liability now existing in favor of the employees, agents,
directors or officers of Haverfield, Home Bank or Haverfield Subsidiaries, as
provided by law or regulation or in their respective Articles of Incorporation
or Codes of Regulation shall survive the Merger, shall be assumed by COFI and
shall continue in full force and effect with respect to acts or omissions
occurring prior to the Effective Time for a period of three years thereafter or
in the case of matters occurring prior to the Effective Time which have not been
resolved prior to the third anniversary of the Effective Time, until such
matters are finally resolved. COFI or Charter One Bank, respectively, shall also
purchase and keep in force for such three year period director's and officer's
liability insurance and fiduciary liability insurance to provide coverage for
acts or omissions of the type and in the amount currently covered by
Haverfield's existing directors and officers liability insurance and fiduciary
liability insurance for acts or omissions occurring prior to the Effective Time,
to the extent such insurance may be purchased or kept in full force on
commercially reasonable terms taking into account the cost thereof and the
benefits provided thereby (provided that COFI may substitute or cause Haverfield
to substitute therefor single premium tail coverage with policy limits equal to
Home Bank's existing annual coverage limits). To the extent permitted by law,
COFI or Charter One Bank, respectively, shall advance expenses in connection
with the foregoing indemnification.

         5.17 REPORTS TO THE SEC. On or after the Effective Time, COFI shall
continue to file all reports and data with the SEC necessary to permit
stockholders of Haverfield who may be deemed affiliates of Haverfield within the
meaning of Rule 145 under the Securities Act to sell COFI Common Stock held or
received by them in connection with the Merger pursuant to Rules 144 and 145
under the Securities Act if they would otherwise be so entitled.

                                   ARTICLE VI

                                   CONDITIONS

         6.1 CONDITIONS TO THE OBLIGATIONS OF COFI, CHARTER MICHIGAN AND CHARTER
ONE BANK. Notwithstanding any other provision of this Agreement, the obligations
of COFI, Charter Michigan and Charter One Bank to consummate the Merger are
subject to the following conditions precedent (except as to those which COFI may
chose to waive):

                  (a) subject to the cure provisions set forth in Section 5.8,
         all of the representations and warranties made by Haverfield and Home
         Bank in this Agreement and in any documents or certificates provided by
         Haverfield and Home Bank shall have been true and correct in all
         material respects as of the date of this Agreement and as of the
         Effective Time as though made on and as of the Effective Time;

                                       59


<PAGE>   66



                  (b) subject to the cure provisions set forth in Section 5.8,
         Haverfield and Home Bank shall have performed in all material respects
         all obligations and shall have complied in all material respects with
         all agreements and covenants required by this Agreement to be performed
         or complied with by them prior to or at the Effective Time;

                  (c) there shall not have been any action taken or any statute,
         rule, regulation or order enacted, promulgated or issued or deemed
         applicable to the Merger by any federal or state government or
         governmental agency or instrumentality or court, which would prohibit
         ownership or operation of all or a portion of the business or assets of
         Haverfield or any Haverfield Subsidiary by COFI, Charter Michigan or
         Charter One Bank, or would compel COFI, Charter Michigan or Charter One
         Bank to dispose of all or a portion of the business or assets of
         Haverfield or any Haverfield Subsidiary, as a result of this Agreement,
         or which would render any party hereto unable to consummate the
         transactions contemplated by this Agreement;

                  (d) since the date hereof, Haverfield shall not have suffered
         a Material Adverse Effect;

                  (e) no regulatory authority shall impose any non-standard or
         unduly burdensome condition relating to the Merger such that it would
         substantially deprive COFI of the economic benefits of the Merger, as
         determined in the reasonable judgment of COFI;

                  (f) COFI shall have received the opinion of Hahn Loeser Parks,
         L.L.P., counsel to Haverfield, in the form of the attached Exhibit E;

                  (g) COFI shall have received a certificate signed by the
         President and Chief Executive Officer of Haverfield and Home Bank,
         dated as of the Effective Time, certifying that based upon his best
         knowledge, the conditions set forth in Sections 6.1(a), (b), and (d)
         hereof have been satisfied.

                  (h) simultaneous with the execution and delivery of this
         Agreement, the directors of Haverfield who are stockholders of
         Haverfield shall have executed and delivered to COFI Voting Agreements
         in the form attached hereto as Exhibit A;

                  (i) COFI shall have received the written affiliates'
         agreements described in Section 5.3 hereof; and

                  (j) Dissenting Shares shall not exceed 7% of the issued and
         outstanding Haverfield Common Stock.

         6.2 CONDITIONS TO THE OBLIGATIONS OF HAVERFIELD AND HOME BANK.
Notwithstanding any other provision of this Agreement, the obligations of
Haverfield and Home Bank to consummate the Merger are subject to the following
conditions precedent (except as to those

                                       60


<PAGE>   67



which Haverfield may chose to waive):

                  (a) subject to the cure provisions set forth in Section 5.8,
         all of the representations and warranties made by COFI in this
         Agreement and in any documents or certificates provided by COFI shall
         have been true and correct in all material respects as of the date of
         this Agreement and as of the Effective Time as though made on and as of
         the Effective Time;

                  (b) subject to the cure provisions set forth in Section 5.8,
         COFI shall have performed in all material respects all obligations and
         shall have complied in all material respects with all agreements and
         covenants required by this Agreement to be performed or complied with
         by it prior to or at the Effective Time;

                  (c) there shall not have been any action taken or any statute,
         rule, regulation or order enacted, promulgated or issued or deemed
         applicable to the Merger by any federal or state government or
         governmental agency or instrumentality or record, which would prohibit
         ownership or operation of all or a portion of the business or assets of
         Haverfield or any Haverfield Subsidiary by COFI, Charter Michigan or
         Charter Bank, or which would render any party hereto unable to
         consummate the transactions contemplated by this Agreement;

                  (d) no regulatory authority shall impose any non-standard or
         unduly burdensome condition relating to the Merger, such that it would
         substantially deprive Haverfield of the economic benefits of the
         Company Merger, as determined in the reasonable judgment of Haverfield;

                  (e) since the date hereof, COFI shall not have suffered a
         Material Adverse Effect;

                  (f) Haverfield shall have received the opinion of Silver,
         Freedman & Taff, L.L.P., counsel to COFI, in the form attached hereto
         as Exhibit F; and

                  (g) Haverfield shall have received a certificate signed by the
         President and Chief Executive Officer of COFI, dated as of the
         Effective Time, that based upon his best knowledge, the conditions set
         forth in Sections 6.2(a), (b) and (e) have been satisfied.

         6.3 CONDITIONS TO THE OBLIGATIONS OF THE PARTIES. Notwithstanding any
other provision of this Agreement, the obligations of COFI, Charter Michigan and
Charter One Bank on the one hand, and Haverfield and Home Bank on the other
hand, to consummate the Merger are subject to the following conditions precedent
(except as to those which COFI or Haverfield may chose to waive):

                  (a) no preliminary or permanent injunction or other order by
         any federal or state court which prevents the consummation of the
         Merger shall have been issued and

                                       61


<PAGE>   68



         shall remain in effect; nor shall there be any third party proceeding 
         pending to prevent the consummation of the Merger;

                  (b) the parties shall have received all applicable regulatory
         approvals and consents to consummate the transactions contemplated in
         this Agreement and all required waiting periods shall have expired;

                  (c) the Registration Statement shall have been declared
         effective under the Securities Act and no stop orders shall be in
         effect and no proceedings for such purpose shall be pending or
         threatened by the SEC and, if the offering for sale of the COFI Common
         Stock in the Company Merger pursuant to this Agreement is subject to
         the securities laws of any state, the Registration Statement shall not
         be subject to a stop order of any state securities authority;

                  (d) each party shall have received the tax opinion addressed
         to it referred to in Section 5.12 of this Agreement; and

                  (e) the COFI Common Stock to be issued to holders of
         Haverfield Common Stock shall have been approved for listing on the
         Nasdaq National Market subject to official notice of issuance.

                                   ARTICLE VII

                         TERMINATION; AMENDMENT; WAIVER

         7.1 TERMINATION. This Agreement may be terminated at any time prior to
the Effective Time:

                  (a) By the mutual written consent of the Boards of Directors
         of COFI and Haverfield;

                  (b) At any time prior to the Effective Time, by COFI or
         Haverfield if there shall have been a final judicial or regulatory
         determination (as to which all periods for appeal shall have expired
         and no appeal shall be pending) that any material provision of this
         Agreement is illegal, invalid or unenforceable (unless the enforcement
         thereof is waived by the affected party) or denying any regulatory
         application the approval of which is a condition precedent to a party's
         obligations hereunder;

                  (c) At any time on or before the date specified in 7.1(f)
         hereof, by COFI or Haverfield in the event that any of the conditions
         precedent to the obligations of the other party to the Merger are
         rendered impossible to be satisfied or fulfilled by said date (other
         than by reason of a breach by the party seeking to terminate);

                  (d) By COFI or Haverfield at any time after the stockholders
         of Haverfield fail to approve this Agreement and the Company Merger by
         the Required Vote at the

                                       62


<PAGE>   69



         Haverfield Stockholders' Meeting;

                  (e) By COFI or Haverfield, in the event of a material breach
         by the other party of any representation, warranty, covenant or
         agreement contained herein or in any schedule or document delivered
         pursuant hereto, which breach would result in the failure to satisfy
         the closing condition set forth in Section 6.1(a) or 6.1(b) in the case
         of COFI, or Section 6.2(a) or 6.2(b) in the case of Haverfield, and
         which breach cannot be or is not cured within thirty (30) days after
         written notice of such breach is given by the non-breaching party to
         the party committing such breach;

                  (f) By COFI or Haverfield on or after December 31, 1997, in
         the event the Company Merger has not been consummated by such date
         (provided, however, that the right to terminate under this Section
         7.1(f) shall not be available to any party whose failure to perform an
         obligation hereunder has been the cause of, or has resulted in, the
         failure of the Company Merger to occur on or before such date); or

                  (g) By Haverfield, if the Average COFI Stock Price is less
         than $36.55 and both of the following conditions are satisfied:

                           (i) written notice of its election to terminate is
                  delivered by Haverfield to COFI within one business day after
                  the first date upon which the Average COFI Stock Price can be
                  determined, and

                           (ii) COFI, within one business day after its receipt
                  of such written notice of election to terminate, fails to
                  agree in writing to an Exchange Ratio determined by dividing
                  the Average COFI Stock Price into $25.00, which Exchange Ratio
                  shall be rounded to the fourth decimal place. Nothing herein
                  shall obligate COFI to adjust the Exchange Ratio and any such
                  action shall be elective on the part of COFI.

                  In the event a party elects to effect any termination pursuant
         to Section 7.1(b) through 7.1(f) above, it shall give written notice to
         the other party hereto specifying the basis for such termination and
         certifying that such termination has been approved by the vote of a
         majority of the members of its Board of Directors.

         7.2      LIABILITIES AND REMEDIES; BREAK-UP FEE.

                  (a) In the event that this Agreement is terminated by a party
         (the "Aggrieved Party") solely by reason of the material breach by the
         other party ("Breaching Party") of any of its representations,
         warranties, covenants or agreements contained herein then the Aggrieved
         Party shall be entitled to such remedies and relief against the
         Breaching Party as are available at law or in equity. Moreover, the
         Aggrieved Party without terminating this Agreement shall be entitled to
         specifically enforce the terms hereof against the Breaching Party in
         order to cause the Merger to be consummated. Each party acknowledges
         that there is not an adequate remedy at

                                       63


<PAGE>   70



         law to compensate the other parties relating to the non-consummation of
         the Merger. To this end, each party, to the extent permitted by law,
         irrevocably waives any defense it might have based on the adequacy of a
         remedy at law which might be asserted as a bar to specific performance,
         injunctive relief or other equitable relief.

                  (b) In the event that the Haverfield Stockholder's Meeting
         does not take place, the Board of Directors of Haverfield fails to
         recommend approval of this Agreement and the Company Merger to the
         stockholders of Haverfield, or such Board of Directors shall adversely
         alter or modify its favorable recommendation of this Agreement and the
         Company Merger to the stockholders of Haverfield, and this Agreement
         and the Company Merger is not approved by the stockholders of
         Haverfield by the Required Vote, and neither COFI or Charter One Bank
         is, as of the date of such event, in material breach of this Agreement,
         then, upon termination of this Agreement, Haverfield and Home Bank
         shall jointly and severally reimburse COFI and Charter One Bank for
         their third party expenses relating to this Agreement and the
         transactions contemplated hereby in an amount up to Two Hundred
         Thousand Dollars ($200,000) and pay COFI in immediately available funds
         an additional amount of Three Million Dollars ($3,000,000) as an agreed
         upon break up fee and as the sole and exclusive remedy of COFI, Merger
         Sub, Charter Michigan and Charter One Bank. In order to obtain the
         benefit of the expense reimbursement and break-up fees provided in this
         Section 7.2(b), COFI and Charter One Bank shall be required to execute
         a waiver of their rights under Section 7.2(a) above, and shall not have
         taken any action to enforce any right that they might have under
         Section 7.2(a).

                  (c) In the event that an Acquisition Proposal occurs between
         the date hereof and the time of the Haverfield Stockholders' Meeting
         and the stockholders of Haverfield fail to approve this Agreement and
         the Company Merger under circumstances where the Board of Directors of
         Haverfield continuously maintained its favorable recommendation of this
         Agreement and Company Merger, and neither COFI or Charter One Bank was,
         as of the date of such action, in material breach of this Agreement,
         then if a definitive agreement relating to an Acquisition Proposal is
         executed by Haverfield or any Haverfield Subsidiary, or an Acquisition
         Proposal is consummated, in either case within nine months after the
         termination of this Agreement, then upon the happening of such event
         Haverfield and Home Bank shall be jointly and severally obligated to
         pay COFI a cash amount of Three Million Dollars ($3,000,000) as an
         agreed upon break up fee and as the sole and exclusive remedy of COFI,
         Merger Sub, Charter Michigan and Charter One Bank. Notwithstanding the
         foregoing, if the average (rounded down to the nearest whole cent) of
         the closing sale price of one share of COFI Common Stock on the Nasdaq
         National Market for the 20 full trading days ending on the day of the
         Haverfield Stockholders' Meeting is less than $36.55, the provisions of
         this Section 7.2(c) shall not survive a termination of this Agreement
         under Section 7.1(d) hereof. There shall be no duplication of remedy
         under this Section 7.2(c) and 7.2(b). In order to obtain the benefit of
         the expense reimbursement and break-up fees provided in this Section
         7.2(c), COFI and Charter One Bank shall be required to execute a waiver
         of their rights under Section 7.2(a)

                                       64


<PAGE>   71



         above, and shall not have taken any action to enforce any right that
         they might have under Section 7.2(a).

                  (d) In the event that all of the conditions precedent to the
         consummation of the Merger in Article VI have been satisfied or would
         be satisfied by the delivery of documents which are under the control
         of COFI and COFI in material breach of this Agreement refuses to
         consummate the Company Merger, or if COFI otherwise willfully abandons
         the Company Merger in material breach of this Agreement, then in either
         case, COFI and Charter One Bank shall jointly and severally pay
         Haverfield and Home Bank liquidated damages in the amount of Three
         Million Two Hundred Thousand Dollars ($3,200,000) as their sole and
         exclusive remedy against COFI, Merger Sub, Charter Michigan, and
         Charter One Bank. In order to pursue the liquidated damage remedy
         provided in this subsection, Haverfield and Home Bank shall be required
         to execute a waiver of their rights under Section 7.2(a) hereof and
         shall have not theretofore taken any action to enforce any right that
         they might have under Section 7.2(a) hereof.

         7.3 SURVIVAL OF AGREEMENTS. In the event of termination of this
Agreement by either COFI or Haverfield as provided in Section 7.1, this
Agreement shall forthwith become void and have no effect except that the
agreements contained in Sections 5.1(b), 5.4, and 7.2 hereof shall survive the
termination hereof.

         7.4 AMENDMENT. This Agreement may be amended by the parties hereto by
action taken by their respective Boards of Directors at any time before or after
approval hereof by the stockholders of Haverfield but, after such approval, no
amendment shall be made which changes the form of consideration or the value of
the consideration to be received by the stockholders of Haverfield without the
approval of the stockholders of Haverfield. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto. The parties may, without approval of their respective Boards of
Directors, make such technical changes to this Agreement, not inconsistent with
the purposes hereof as may be required to effect or facilitate any regulatory
approval or acceptance of the Merger or of this Agreement or to effect or
facilitate any regulatory or governmental filing or recording required for the
consummation of any of the transactions contemplated hereby.

         7.5 WAIVER. Any term, provision or condition of this Agreement (other
than the requirement of Haverfield stockholder approval) may be waived in
writing at any time by the party which is entitled to the benefits hereof. Each
and every right granted to any party hereunder, or under any other document
delivered in connection herewith or therewith, and each and every right allowed
it by law or equity, shall be cumulative and may be exercised from time to time.
The failure of a party at any time or times to require performance of any
provision hereof shall in no manner affect such party's right at a later time to
enforce the same. No waiver by any party of a condition or of the breach of any
term, covenant, representation or warranty contained in this Agreement, whether
by conduct or otherwise, in any one or more instances shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other condition or of the breach of

                                       65


<PAGE>   72



any other term, covenant, representation or warranty of this Agreement. No
investigation, review or audit by a party of another party prior to or after the
date hereof shall estop or prevent such party from exercising any right
hereunder or be deemed to be a waiver of any such right.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         8.1 SURVIVAL. All representations, warranties, covenants and agreements
of the parties in this Agreement or in any instrument delivered by the parties
pursuant to this Agreement (other than the agreements, covenants and obligations
set forth herein which are contemplated to be performed after the Effective
Time) shall not survive the Effective Time, provided that no such
representations, warranties or covenants shall be deemed to be terminated or
extinguished so as to deprive any party (or any of its directors, officers,
employees or agents) of any defense in law or equity which otherwise would be
available against the claims of any person, including, without limitation, any
stockholder or former stockholder of either COFI or Haverfield, the aforesaid
representations, warranties, and covenants being material inducements to
consummation by the parties and the surviving corporation and resulting
institution of the transactions contemplated hereby.

         8.2 NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, by facsimile
transmission or by registered or certified mail to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice) and shall be deemed to be delivered on the date so delivered:

                  (a)      if to COFI, Charter Michigan or Charter One Bank:

                                        Mr. Charles J. Koch        
                                        Chief Executive Officer    
                                        Charter One Financial, Inc.
                                        1215 Superior Avenue       
                                        Cleveland, OH  44114       
                                        
                           copy to:

                                        Mr. Robert J. Vana         
                                        Chief Corporate Counsel    
                                        Charter One Financial, Inc.
                                        1215 Superior Avenue       
                                        Cleveland, OH  44114       
                                                                   
                                                 and               

                                       66


<PAGE>   73


                                        Barry P. Taff, Esq.           
                                        Silver, Freedman & Taff L.L.P.
                                        ll00 New York Ave., N.W.      
                                        Washington, D.C.  20005       
                                        

                  (b)      if to Haverfield or Home Bank:


                                        Mr. William A. Valerian
                                        President              
                                        Haverfield Corporation 
                                        50 Terminal Tower      
                                        Suite 444              
                                        Cleveland, OH  44113   
                           copy to:     

                                        F. Ronald O'Keefe, Esq.  
                                        Hahn Loeser Parks L.L.P. 
                                        330 BP America Building  
                                        200 Public Square        
                                        Cleveland, OH  44114-2301

         8.3 APPLICABLE LAW. This Agreement shall be construed and interpreted
according to the laws of the State of Ohio without regard to conflicts of laws
principles thereof, except to the extent that the federal laws of the United
States apply.

         8.4 HEADINGS, ETC. The article headings and section headings contained
in this Agreement are inserted for convenience only and shall not affect in any
way the meaning or interpretation of this Agreement.

         8.5 SEVERABILITY. If any term, provision, covenant, or restriction
contained in this Agreement is held by a final and unappealable order of a court
of competent jurisdiction to be invalid, void, or unenforceable, then the
remainder of the terms, provisions, covenants, and restrictions contained in
this Agreement shall remain in full force and effect, and shall in no way be
affected, impaired, or invalidated unless the effect would be to cause this
Agreement to not achieve its essential purposes.

         8.6 ENTIRE AGREEMENT; BINDING EFFECT; NON-ASSIGNMENT; COUNTERPARTS.
Except as otherwise expressly provided herein, this Agreement (including the
documents and instruments referred to herein) (a) constitutes the entire
agreement between the parties hereto and supersedes all other prior agreements
and undertakings, both written and oral, between the parties, with respect to
the subject matter hereof; and (b) is not intended to confer upon any other
person any rights or remedies hereunder except as specifically provided herein.
This Agreement shall be binding upon and inure to the benefit of the parties
named herein and

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<PAGE>   74



their respective successors. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto without
the prior written consent of the other party hereto. This Agreement may be
executed in two or more counterparts which together shall constitute a single
agreement.

         8.7 NO EMPLOYMENT SOLICITATION. Prior to the receipt of OTS approval of
the Merger, COFI and the COFI Subsidiaries shall not knowingly, actively solicit
the employment of any current director, officer or full time employee of
Haverfield or the Haverfield Subsidiaries.

         8.8 ADDITIONAL PARTY. Upon the formation of Merger Sub, COFI shall
cause Merger Sub to take all necessary corporate action to approve this
Agreement and to become a party hereto for purposes of consummating the Company
Merger.

         The undersigned have caused this Agreement to be executed as of the day
and year first above written.

CHARTER ONE FINANCIAL, INC.

By /s/ Charles John Koch
   ------------------------------
    Authorized Officer

CHARTER MICHIGAN BANCORP, INC.

By /s/ Charles John Koch
   ------------------------------
    Authorized Officer

CHARTER ONE BANK F.S.B.

By /s/ Charles John Koch
   ------------------------------
    Authorized Officer

HAVERFIELD CORPORATION

By /s/ William A. Valerian
   ------------------------------
    Authorized Officer

HOME BANK, F.S.B.

By /s/ William A. Valerian
   ------------------------------
    Authorized Officer



<PAGE>   75

                                                                       EXHIBIT A

                                VOTING AGREEMENT

        This Voting Agreement dated as of April __, 1997 is entered into between
Charter One Financial, Inc. ("COFI"), and the undersigned director and
stockholder ("Stockholder") of Haverfield Corporation ("Haverfield").

                              W I T N E S S E T H:

        WHEREAS, Haverfield, Home Bank, F.S.B., COFI, Charter One Bank F.S.B.
and Charter Michigan Bancorp, Inc. have entered into an Agreement and Plan of
Merger and Reorganization (the "Agreement"), dated as of today, which
contemplates the acquisition by COFI of 100% of the common stock of Haverfield
(the "Haverfield Stock") by means of the merger of an Ohio corporation to be
formed by COFI ("Merger Sub") with and into Haverfield (the "Merger"); and

        WHEREAS, COFI is willing to expend the substantial time, effort and
expense necessary to implement the Merger only if Stockholder enters into this
Voting Agreement; and

        WHEREAS, the Stockholder believes that the Merger is in his best
interest and the best interest of Haverfield;

        NOW, THEREFORE, in consideration of the premises, Stockholder hereby
agrees as follows:

        1. VOTING AGREEMENT - Stockholder shall vote, or cause to be voted, all
of the shares of Haverfield Stock he now or hereafter owns and over which he now
has, or prior to the record date for voting at the Meeting (as hereinafter
defined) acquires, voting control in favor of the Merger at the meeting of
stockholders of Haverfield to be called for the purpose of approving the Merger
(the "Meeting").

        2. NO COMPETING TRANSACTION - Stockholder shall not vote any of his
shares of Haverfield Stock in favor of any other merger or sale of all or
substantially all the assets of Haverfield to any person other than COFI or its
affiliates until closing of the Merger, termination of the Agreement or
abandonment of the Merger by the mutual agreement of Haverfield and COFI,
whichever comes first.

        3. TRANSFERS SUBJECT TO AGREEMENT - Stockholder shall not transfer any
of his shares of Haverfield Stock unless the transferee, prior to such transfer,
executes a voting agreement with respect to the transferred shares substantially
to the effect of this Voting Agreement and reasonably satisfactory to COFI.

        4. NO OWNERSHIP INTEREST - Nothing contained in this Voting Agreement
shall be deemed to vest in COFI any direct or indirect ownership or incidents of
ownership of or with respect to any


<PAGE>   76

shares of Haverfield Stock. All rights, ownership and economic benefits of and
relating to the shares of Haverfield Stock subject to this Voting Agreement
shall remain and belong to Stockholder and COFI shall have no authority to
manage, direct, superintend, restrict, regulate, govern or administer any of the
policies or operations of Haverfield or exercise any power or authority to
direct Stockholder in the voting of any of his shares of Haverfield Stock,
except as otherwise expressly provided herein, or the performance of his duties
or responsibilities as a director of Haverfield.

        5. DOCUMENTS DELIVERED - Stockholder acknowledges having reviewed the
Agreement and its attachments and that all reports, proxy statements and other
information with respect to COFI as filed with the Securities and Exchange
Commission (the "Commission") were, prior to his execution of this Voting
Agreement, available for inspection and copying at the Offices of the Commission
and that COFI delivered the following such documents to Haverfield:

        (a)     COFI's Annual Report on Form 10-K for the year ended December
                31, 1996;

        (b)     COFI's proxy statement for its 1997 Annual Meeting of
                Stockholders; and

        (c)     COFI's Annual Report to Stockholders for the year ended 
                December 31, 1996;

        6. AMENDMENT AND MODIFICATION - This Voting Agreement may be amended,
modified or supplemented at any time by the written approval of such amendment,
modification or supplement by Stockholder and COFI.

        7. ENTIRE AGREEMENT - This Voting Agreement evidences the entire
agreement among the parties hereto with respect to the matters provided for
herein. This Voting Agreement supersedes any agreements among COFI and the
Stockholder concerning the subject matter contained herein.

        8. SEVERABILITY - The parties agree that if any provision of this Voting
Agreement shall under any circumstances be deemed invalid or inoperative, this
Voting Agreement shall be construed with the invalid or inoperative provisions
deleted and the rights and obligations of the parties shall be construed and
enforced accordingly.

        9. COUNTERPARTS - This Voting Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

        10. GOVERNING LAW - This Voting Agreement shall be governed by the
internal laws of the State of Ohio.

        11. HEADINGS - The headings for the paragraphs of this Voting Agreement
are inserted for convenience only and shall not constitute a part hereof or
affect the meaning or interpretation of this Voting Agreement.

                                      A-2

<PAGE>   77



        12. TERMINATION - This Voting Agreement shall terminate upon the
consummation of the Merger, termination of the Agreement or abandonment of the
Merger by the mutual agreement of Haverfield and COFI, whichever comes first.

        13. SUCCESSORS - This Voting Agreement shall be binding upon and inure
to the benefit of COFI and its successors, and Stockholder and his executor,
personal representative, administrator, heirs, legatees, guardian and other
legal representatives. This Voting Agreement shall survive the death or
incapacity of Stockholder. This Voting Agreement may be assigned by COFI only to
an affiliate of COFI.

                              CHARTER ONE FINANCIAL, INC.



                              By:
                                 ------------------------------


                              STOCKHOLDER


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



                                      A-3


<PAGE>   78



                                                                       EXHIBIT B

DIRECTORS OF RESULTING INSTITUTION

Eugene B. Carroll
Denise M. Fugo
Mark D. Grossi
Charles M. Heidel
Charles F. Ipavec
Richard J. Jacob
Charles John Koch
John D. Koch
Philip J. Meathe
Richard W. Neu
Henry R. Nolte, Jr., Esq.
Victor A. Ptak
Jerome L. Schostak
Mark Shaevsky, Esq.
Eresteen K. Williams


<PAGE>   79



Branches:                                                             EXHIBIT C
- --------

411 Dover Center Rd., Bay Village 44140 
9243 Broadview Rd., Broadview Heights 44147 
8535 Tanglewood Mall, Chagrin Falls 44022 
8440 Mayfield Rd., Chesterland 44026 
5733 Broadway Ave., Cleveland 44127 
4300 Clark Ave., Cleveland 44109 
11623 Clifton Blvd., Cleveland 44102 
13709 Lorain Ave., Cleveland 44111 
17411 Lorain Ave., Cleveland 44111 
4221 Pearl Rd., Cleveland 44109 
120 Public Square, Cleveland 44113 
15042 Puritas Ave., Cleveland 44135 
6235 St. Clair Ave., Cleveland 44103 
5205 Storer Ave., Cleveland 44102 
1215 Superior Ave., Cleveland 44114 - Home Office 
365 E. 200th St., Euclid 44119 
25000 Euclid Ave., Euclid 44117 
23300 Lake Shore Blvd., Euclid 44123 
22591 Lorain Rd., Fairview Park 44126
6200 Rockside Woods Blvd., Independence 44131 
9231 Chillicothe Rd., Kirtland 44094 
14534 Madison Ave., Lakewood 44107 
15765 Broadway, Maple Heights 44137
6257 Mayfield Rd., Mayfield Heights 44124 
7850 Mentor Ave., Mentor 44060 
8715 Mentor Ave., Mentor 44060 
7923 Munson Rd., Mentor-on-the-Lake 44060 
15050 Bagley Rd., Middleburg Heights 44130 
10300 Northfield Rd., Northfield 44067 
494 W. Aurora Rd., Northfield 44067 
25290 Lorain Rd., North Olmsted 44070
5775 Chevrolet Blvd., Parma 44130 
5907 Ridge Rd., Parma 44130 
7360 York Rd., Parma 44130
6555 Pearl Rd., Parma Heights 44130 
25990 Highland Rd., Richmond Heights 44143
21550 Center Ridge Rd., Rocky River 44116 
6211 SOM Center Rd., Solon 44139 
1194 Bell Rd., South Russell 44022 
11221 Pearl Rd., Strongsville 44136 
15169 Pearl Rd., Strongsville 44136 
13916 Cedar Rd., University Heights 44118 
4612 Green Rd., Warrensville Heights 44128 
1299 Columbia Road, Westlake 44145 
38115 Euclid Ave., Willoughby 44094 
28789 Chagrin Blvd., Woodmere 44122 
326 S. Main St, Akron 44308 
1165 E. Waterloo Rd., Akron 44306 



<PAGE>   80


1500 Canton Rd., Tri-County Plaza, Akron 44312 
1820 Buchholzer Blvd., Akron 44310 
Romig Rd., 346 Rolling Acres Mall, Akron 44322 
76 S. Main St., Akron 44308 
2770 W. Market St., Fairlawn 44313 
3323 Kent Rd., Stow 44224 
1652 Norton Rd., Stow 44224 
214 High St., Wadsworth 44281 
100 South Arch St., Alliance 44601 
780 W. State St., Alliance 44601 
11113 Fair Oaks, N.E., Bolivar 44612 
3100 Cleveland, S., Canton 44707 
4854 Everhard Rd., N.W., Canton 44718 
1106 30th St., N.W., Canton 44709 
400 W. Tuscarawas St., Canton 44702 
3528 Tuscarawas St., W., Canton 44708 
315 E. Main St., Louisville 44641 
2200 Wales Ave., N.W., Massillon 44646 
54 Federal Ave., N.E., Massillon 44646 
2495 Easton St., NE, North Canton 44721 
1000 N. Main St., North Canton 44720 
2233 E. Pershing St., Salem 44460 
955 Boardman-Poland Rd., Boardman 44512 
35 S. State St., Girard 44420 
3551 Belmont Ave., Youngstown 44505 
611 Bluebell Drive, New Philadelphia 44663 
507 Chillicothe, Portsmouth 45662 
8806 Ohio River Rd., Wheelersburg 45694 
422 Conant St., Maumee 43537 
1560 Holland-Sylvania Rd., Maumee 43537
3024 Navarre Ave., Oregon, OH 43616 
3230 Alexis Rd., Toledo 43613 
3354 Dorr St., Toledo 43607 
3130 Executive Parkway, Toledo 43606 
144 Front St., Toledo 43551 
4939 Holland-Sylvania Rd., Sylvania 43560 
337 Huron St., Toledo 43604 
3250 Lagrange St., Toledo 43608 
5911 Lewis Ave., Toledo 43612 
602 Main St., Toledo 43605 
4260 Monroe St., Toledo 43606 
5072 Monroe St., Toledo 43623 
1460 S. Byrne Rd., Toledo 43614 
1501 S. Detroit Ave., Toledo 43614 
5744 Southwyck Blvd., Toledo 43614 
5150 Summit St., Toledo 43611
3546 Sylvania Ave., Toledo 43623 
186 Maine St., Belleville, MI 48111

                                       2


<PAGE>   81


2535 Woodward, Berkley, MI 48072
1000 Haynes, Birmingham, MI 48009
2500 W. Maple, Bloomfield Hills, MI 48301 
1510 Woodward Ave., Bloomfield Hills, MI 48304 
41401 Ford Rd., Canton, MI 48187 
100 W. Broad St., Chesaning, MI 48616 
43030 Hayes Rd., Clinton Twp., MI 48038 
36520 Moravian, Clinton Twp., MI 48035 
13606 Michigan, Dearborn, MI 48126 
15930 Michigan, Dearborn, MI 48126
23801 Michigan, Dearborn, MI 48124 
27270 Cherry Hill, Dearborn Hts., MI 48127
25350 Ford Rd., Dearborn Hts., MI 48127 
20333 Conant, Detroit, MI 48234 
16530 E. Warren, Detroit, MI 48224 
21500 Grand River, Detroit, MI 48219 
8121 Gratiot, Detroit, MI 48213 
14501 Gratiot, Detroit, MI 48205 
10641 Joy Rd., Detroit, MI 48204 
7707 Michigan, Detroit, MI 48210 
20222 Plymouth, Detroit, MI 48228 
16841 Schaefer Rd., Detroit., MI 48235 
16501 W. Warren, Detroit, MI 48228 
1001 Woodward, Detroit, MI 48226 
7401 Woodward, Detroit, MI 48202 
210 N. Saginaw St., Durand, MI 48429 
23220 Farmington, Farmington Hills, MI 48336 
33333 West 12 Mile, Farmington Hills, MI 48334 
23011 Woodward, Ferndale, MI 48220 
633 Notre Dame, Grosse Pointe, MI 48230 
19307 Mack Ave., Grosse Pointe Woods, MI 48236
19601 Vernier, Harper Woods ,MI 48317 
12380 Woodward, Highland Park, MI 48203
215 E. Michigan Ave., Kalamazoo, MI 49007 
4300 W. Main, Kalamazoo, MI 49007
27777 Southfield, Lathrap Village, MI 48076 
2060 Dix Ave., Lincoln Park, MI 48146 
19410 Middlebelt, Livonia, MI 48152 
31441 Plymouth, Livonia, MI 48150
28999 W. 5 Mile, Livonia, MI 48154 
33408 W. 5 Mile, Livonia, MI 48154 
37077 W. 6 Mile, Livonia, MI 48152 
41400 West 10 Mile, Novi, MI 48375 
20800 Greenfield, Oak Park, MI 48237 
5050 Marsh Rd., Okemos, MI 48805 
800 E. Allegan, Otsego, MI 49078
200 E. Main St., Owosso, MI 48867 
790 Penniman, Plymouth, MI 48170

                                       3

<PAGE>   82



75 W. Huron St., Pontiac, MI 48393 
6118 S. Westnedge, Portage, MI 49002 
9369 Telegraph Rd., Redford, MI 48239 
69055 Main St., Richmond, MI 48062 
44 N. Adams, Rochester, MI 48309 
26000 Gratiot, Roseville, MI 48066 
200 S. Main, Royal Oak, MI 48067 
21800 Greater Mack, St. Clair Shores, MI 48080 
31231 Harper, St. Clair Shores, MI 48082 
24624 W. 10 Mile, Southfield, MI 48034 
11275 Allen Rd., Southgate, MI 48195 
14600 W. Fort St, Southgate, MI 48195 
2270 16 Mile Rd., Sterling Hts., MI 48310 
2225 18 Mile Rd., Sterling Hts., MI 48314 
13650 Northbay Dr., Sterling Hts., MI 48313 
36836 Van Dyke, Sterling Hts., MI 48312 
4480 Fort Trenton, MI 48183 
751 E Big Beaver Rd., Troy, MI 48083 
125 Stephenson Highway, Troy, MI 48083 
55 W. Long Lake Rd., Troy, MI 48098 
48950 Van Dyke, Utica, MI 48317 
26681 Hoover Rd., Warren, MI 48089 
28455 Schoenherr, Warren, MI 48093 
2050 12 Mile, Warren, MI 48092 
8424 12 Mile, Warren, MI 48093 
23521 Van Dyke, Warren, MI 48089 
7670 Highland, Waterford, MI 48327 
6465 Orchard Lake Rd., West Bloomfield, MI 48322 
31411 Cherry Hill, Westland, MI 48185 
7205 Wayne Rd., Westland, MI 48185 
123 Michigan Ave., Ypsilanti, MI 48197

New Branches of Resulting Institution

1222 Madison Avenue, Lakewood, Ohio 44107
Brooklyn Super Kmart, In-Store Branch
Rocky River Rockport Rini-Rego, In-Store Branch
30020 Detroit Road, Westlake, Ohio  44145
789 SOM Center Road, Mayfield Village, Ohio 44143
3401 Richmond Road, Beachwood, Ohio  44122
2175 Warrensville Center Road, University Hts., Ohio 44118
Euclid Super Kmart, In-Store Branch Center Road
7820 Plaza Blvd., Mentor, Ohio  44060

                                       4


<PAGE>   83



                                                                       EXHIBIT D

                                 April __, 1997

Charter One Financial, Inc.
1215 Superior Avenue
Cleveland, OH 44114

Gentlemen:

        1. I have been advised that I might be considered to be an "affiliate,"
as that term is defined for purposes of paragraphs (c) and (d) of Rule 145
("Rule 145") promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), of Haverfield Corporation, an Ohio corporation ("Haverfield").

        2. Pursuant to an Agreement and Plan of Merger and Reorganization dated
as of April __, 1997 (the "Agreement"), by and among Charter One Financial,
Inc., a Delaware corporation ("COFI"), Charter Michigan Bancorp, Inc., a wholly
owned subsidiary of COFI ("Charter Michigan"), Charter One Bank F.S.B., a wholly
owned subsidiary of Charter Michigan ("Charter One Bank"), Haverfield and Home
Bank, F.S.B., a wholly owned subsidiary of Haverfield ("Home Bank"), it is
contemplated that Haverfield will merge with and into Charter Michigan and that
all of the outstanding common stock, $.01 par value per share, of Haverfield
("Haverfield Common Stock") will be converted into common stock, par value $.01
per share, of COFI ("Common Stock") as set forth in the Agreement (the
"Merger"). In connection with the Merger, I will receive my pro rata portion of
the shares of COFI Common Stock upon distribution of the COFI Common Stock to
the holders of Haverfield Common Stock.

        3. I hereby agree as follows:

        I will not sell, pledge, transfer or otherwise dispose of any shares of
Haverfield Common Stock held by me at any time, except in compliance with the
applicable provisions of the Securities Act and other applicable laws and
regulations.

        I will not offer to sell, transfer or otherwise dispose of any of the
shares of COFI Common Stock distributed to me pursuant to the Merger except (a)
in compliance with the applicable provisions of Rule 145, (b) in a transaction
that is otherwise exempt from the

<PAGE>   84




Charter One Financial, Inc.
April __, 1997
Page 2

registration requirements of the Securities Act, or (c) in an offering
registered under the Securities Act.

        I will not sell, transfer or otherwise reduce my risk relative to any
shares of Haverfield Common Stock or COFI Common Stock during the period 30 days
prior to consummation of the Merger, and will not sell, transfer or otherwise
reduce my risk relative to any shares of COFI Common Stock issued to me pursuant
to the Merger until such time as financial results covering at least 30 days of
post-Merger combined operations of COFI and Haverfield have been published by
COFI.

        4. I consent to the endorsement of the COFI Common Stock issued to me
pursuant to the Merger with a restrictive legend which will read substantially
as follows:

                "The shares represented by this certificate were issued in a
        transaction to which Rule 145 promulgated under the Securities Act of
        1933, as amended (the "Act"), applies, and may be sold or otherwise
        transferred only in compliance with the limitations of such Rule 145, or
        pursuant to an exemption from registration under the Act, or pursuant to
        a registration statement under the Act."

        COFI's transfer agent shall be given an appropriate stop transfer order
and shall not be required to register any attempted transfer of the shares of
the COFI Common Stock issued to me in the Merger, unless the transfer has been
effected in compliance with the terms of this letter agreement.

        5. It is understood and agreed that this letter agreement shall
terminate and be of no further force and effect and the legend set forth in 4
above shall be removed by delivery of substitute certificates without such
legend, and the related stop transfer or restrictions shall be lifted forthwith,
if (a)(i) any such shares of COFI Common Stock issued to me in the Merger shall
have been registered under the Securities Act for sale, transfer or other
disposition by me or on my behalf and are sold, transferred or otherwise
disposed of or (ii) any such shares of COFI Common Stock issued to me in the
Merger are sold in accordance with the provisions of paragraphs (c), (e), (f),
and (g) of Rule 144 promulgated under the Securities Act, or (iii) I am not at
the time an affiliate of COFI and have been the beneficial owner of the COFI
Common Stock for at least one year (or such other period as may be prescribed by
the Securities Act and the rules and regulations promulgated thereunder) and
COFI has filed with the Commission all of the reports it is required to file
under the Securities Exchange Act of 1934, as amended, during the preceding
twelve months, or (iv) I am not and have not been for at least three months an
affiliate of COFI and have been the beneficial owner of the COFI Common Stock
issued to me in the Merger for at least two years (or such period as may be
prescribed by the Securities Act and the rules and regulations promulgated
thereunder), or (v) COFI shall have received a letter from the staff of the
Commission, or an opinion of counsel reasonably acceptable to COFI, to the
effect

<PAGE>   85



Charter One Financial, Inc.
April __, 1997
Page 3

that the stock transfer restrictions and the legend are not required, and (b)
financial results covering at least 30 days of post-Merger combined operations
have been published.

        6. COFI shall during the period I hold the COFI Common Stock subject to
the restrictions herein comply with the requirements of Rule 144(c) under the
Securities Act.

        7. I have carefully read this letter agreement and the Agreement and
have discussed their requirements and other applicable limitations upon my
ability to offer to sell, transfer or otherwise dispose of shares of the COFI
Common Stock, to the extent I felt necessary, with my counsel or counsel for
Haverfield.

                                        Sincerely,



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


Agreed and accepted this 
__ day of April, 1997 
by CHARTER ONE FINANCIAL, INC.


By:
    -------------------


<PAGE>   86


                                                                       EXHIBIT E

                      [Hahn Loeser & Parks Legal Opinion]


                                                ____________, 1997

Charter One Financial, Inc.


Gentlemen:

        We have acted as counsel to Haverfield Corporation ("Haverfield") and
Home Bank, F.S.B. ("Home Bank") in connection with the transactions contemplated
by the Agreement and Plan of Merger and Reorganization dated as of April -, 1997
(the "Agreement") by and among Charter One Financial, Inc. ("Charter One"),
Charter Michigan Bancorp, Inc. ("Charter Michigan"), Charter One Bank F.S.B.
("Charter One Bank"), Haverfield and Home Bank. Unless otherwise defined herein,
all capitalized terms used in this letter, which is delivered pursuant to
Section 6.1(f) of the Agreement, shall have the meanings set forth in the
Agreement.

        This firm has represented Haverfield and its wholly-owned subsidiary,
Home Bank, in connection with the negotiation of the Agreement and matters
related thereto and with respect to other legal matters as to which we have been
consulted by them. While we provide legal services to Haverfield and Home Bank
on a regular basis, there may be matters of a legal nature as to which we have
not been consulted. We are familiar with the corporate proceedings taken by
Haverfield and Home Bank in connection with the Agreement.

<PAGE>   87


Charter One Financial
April ___, 1997
Page 2

        For purposes of the opinions expressed herein, we have examined copies
of the following documents:

        1. The Agreement;

        2. The Articles of Incorporation of Haverfield (the "Haverfield
Articles") certified by the Secretary of State of Ohio as of April ___, 1997;

        3. A copy of the Code of Regulations of Haverfield (the "Haverfield
Code") certified as true, complete and accurate by the Secretary of Haverfield
as of the date of this opinion;

        4. The Charter of Home Bank (the "Home Bank Charter") certified by the
Secretary of Home Bank as of the date of this opinion;

        5. A copy of the Bylaws of Home Bank (the "Home Bank Code") certified as
true, complete and accurate by the Secretary of Home Bank as of the date of
this opinion;

        6. A Certificate of the Secretary of Haverfield dated as of the date
hereof, a copy of which is attached as Exhibit A hereto (the "Haverfield
Certificate") relating to receipt by Haverfield of the consideration for its
issued and outstanding shares specified in the applicable resolutions of the
Board of Haverfield;

        7. The certificates and other documents delivered by the respective
parties to the Agreement at or prior to the Effective Time.

        In addition, we have examined originals, copies or certified copies of
such other corporate records of Haverfield and Home Bank, certificates of
public officials and officers of Haverfield 

<PAGE>   88



Charter One Financial
April __, 1997
Page 3

and Home Bank and such agreements, instruments and other documents as we have
deemed necessary as a basis for the opinions expressed below.

        In our examination of the documents and certificates referred to above,
we have assumed, without inquiry (i) the authenticity of all documents
submitted to us as originals; (ii) the conformity to the originals thereof of
all documents submitted to us as copies; (iii) that all natural persons signing
said documents had, at the time of such signing, the full legal capacity to sign
and deliver said documents and records; (iv) that no action has been taken which
is not reflected in the corporate records made available to us from Haverfield
and Home Bank which amends, revokes, or otherwise affects any of the records or
documents which we have examined; (v) that each party, other than Haverfield or
Home Bank, executing any of the documents we have examined has full power and
authority to enter into and perform its obligations thereunder; and (vi) that
all of the facts recited, and representations and warranties made, by the
parties in the Agreement and the related certificates and documents examined by
us are true and correct in all material respects. With your permission, we do
not address in our opinion any aspects of the transactions contemplated by the
Agreement as they relate to the Michigan Merger.

        Although we have conducted no independent investigation of the accuracy
or reasonableness of any of the foregoing assumptions, we have no actual
knowledge that any of these assumptions are inaccurate. The words "actual
knowledge" when used herein are intended to be limited to the knowledge of
lawyers in this firm who have given attention to matters involving Haverfield
and Home Bank.


<PAGE>   89

Charter One Financial
April ______, 1997
Page 4

        We are members of the bar of the State of Ohio and the law covered by
the opinions expressed herein is limited to the laws of the State of Ohio and
the Federal laws of the United States as they exist on the date of this opinion.
Moreover, we do not express any opinion concerning choice of law, securities law
(except as set forth in opinion paragraph G below), or antitrust law matters.

        Based upon the foregoing, and subject to the qualifications and
assumptions set forth herein, we are of the opinion that:

        (A) Haverfield is a corporation, validly existing and in good standing
under the laws of the State of Ohio and has the requisite power and authority to
own or lease its properties and assets and to carry on its business as such
properties, assets and business are described in the Proxy Statement.

        (B) Home Bank is a savings bank, validly existing under the laws of the
United States, and has the corporate power to own or lease its properties and
assets and carry on its business as such property, assets and business are
described in the Proxy Statement. Home Bank is an "insured depository
institution" as defined in the Federal Deposit Insurance Act and applicable
regulations thereunder.

        (C) The outstanding shares of capital stock of Haverfield and Home Bank
are duly authorized, validly issued, fully paid and non-assessable and are not
subject to any pre-emptive rights under the Ohio General Corporation Law, their
respective Articles or Codes or under any agreement to which either of them are
parties of which we have actual knowledge. All the 


<PAGE>   90

Charter One Financial
April ______, 1997
Page 5

outstanding shares of capital stock of Home Bank are legally and beneficially
owned by Haverfield free and clear of any lien, encumbrance or claim.

        (D) The execution and delivery of the Agreement and the consummation of
the Company Merger and the Bank Merger have been duly and validly authorized by
the respective Boards of Directors of Haverfield and Home Bank and the Agreement
and the Company Merger have been approved by the holders of two-thirds of the
issued and outstanding shares of Haverfield Common Stock. To our actual
knowledge, no consent or approval, which has not already been obtained, from any
regulatory authority is required for execution and delivery by Haverfield or
Home Bank of the Agreement or any of the documents to be executed and delivered
by Haverfield and Home Bank therewith and the consummation of the Company Merger
and the Bank Merger.

        (E) The Agreement (assuming that it has been duly authorized, executed
and delivered by, and is a binding obligation of, Charter One, Charter Michigan
and Charter One Bank) constitutes a valid and binding obligation of Haverfield
and Home Bank enforceable against Haverfield and Home Bank in accordance with
its terms, subject as to enforceability to applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws in effect from time to
time relating to or affecting the enforcement of the rights of creditors
generally and to the application of equitable principles and judicial
discretion. The opinion expressed in this paragraph is limited to the
enforceability of the provisions of the Agreement and we express no opinion as
to the enforceability of any other agreements or instruments which may be
referred to in the Agreement. 

<PAGE>   91

Charter One Financial
April ______, 1997
Page 6

        (F) Neither the execution, delivery or performance of the Agreement by
Haverfield or Home Bank nor the consummation of the Company Merger and the Bank
Merger will (i) violate any provision of the respective Articles or Codes of
Haverfield or Home Bank, or (ii) to our actual knowledge violate any order,
judgment or decree which Haverfield or Home Bank is a party or by which either
of them or any of their properties or assets are bound.

        (G) The Proxy Statement, as of the mailing date thereof, complied as to
form in all material respects with the applicable provisions of the Exchange
Act.

        This opinion letter is supplied solely for your benefit pursuant to
Section 6.1(f) of the Agreement. The opinions expressed herein are as of the
date of this opinion letter and we assume no obligation to advise you of changes
that may be brought to our attention hereafter. This opinion letter may not be
relied upon by you for any other purpose, nor may this letter be quoted from,
circulated, copied, relied upon or otherwise referred to, in whole or in part,
by any other person or entity, except your counsel, without our prior written
consent.


                                        Very truly yours,

                                        HAHN LOESER & PARKS LLP

<PAGE>   92

                                                                       EXHIBIT E

                       [Hahn Loeser & Parks Legal Opinion]


                                        ____________, 1997


Charter One Financial, Inc.



Gentlemen:

        We have acted as counsel to Haverfield Corporation ("Haverfield") and
Home Bank, F.S.B. ("Home Bank") in connection with the transactions contemplated
by the Agreement and Plan of Merger and Reorganization dated as of April -, 1997
(the "Agreement") by and among Charter One Financial, Inc. ("Charter One"),
Charter Michigan Bancorp, Inc. ("Charter Michigan"), Charter One Bank F.S.B.
("Charter One Bank"), Haverfield and Home Bank. Unless otherwise defined herein,
all capitalized terms used in this letter, which is delivered pursuant to
Section 6.1(f) of the Agreement, shall have the meanings set forth in the
Agreement.

        This firm has represented Haverfield and its wholly-owned subsidiary,
Home Bank, in connection with the negotiation of the Agreement and matters
related thereto and with respect to other legal matters as to which we have been
consulted by them. While we provide legal services to Haverfield and Home Bank
on a regular basis, there may be matters of a legal nature as to which we have
not been consulted. We are familiar with the corporate proceedings taken by
Haverfield and Home Bank in connection with the Agreement. 

<PAGE>   93



Charter One Financial
April ____, 1997
Page 2

        For purposes of the opinions expressed herein, we have examined copies
of the following documents:

        1.      The Agreement;

        2.      The Articles of Incorporation of Haverfield (the "Haverfield
                Articles") certified by the Secretary of State of Ohio as of
                April , 1997;

        3.      A copy of the Code of Regulations of Haverfield (the "Haverfield
                Code") certified as true, complete and accurate by the Secretary
                of Haverfield as of the date of this opinion;

        4.      The Charter of Home Bank (the "Home Bank Charter") certified by
                the Secretary of Home Bank as of the date of this opinion;

        5.      A copy of the Bylaws of Home Bank (the "Home Bank Code")
                certified as true, complete and accurate by the Secretary of
                Home Bank as of the date of this opinion;

        6.      A Certificate of the Secretary of Haverfield dated as of the
                date hereof, a copy of which is attached as Exhibit A hereto
                (the "Haverfield Certificate") relating to receipt by Haverfield
                of the consideration for its issued and outstanding shares
                specified in the applicable resolutions of the Board of
                Haverfield;

        7.      The certificates and other documents delivered by the respective
                parties to the Agreement at or prior to the Effective Time.

        In addition, we have examined originals, copies or certified copies of
such other corporate records of Haverfield and Home Bank, certificates of public
officials and officers of Haverfield 


<PAGE>   94



Charter One Financial
April  ____, 1997
Page 3

and Home Bank and such agreements, instruments and other documents as we have
deemed necessary as a basis for the opinions expressed below.

        In our examination of the documents and certificates referred to above,
we have assumed, without inquiry (i) the authenticity of all documents
submitted to us as originals; (ii) the conformity to the originals thereof of
all documents submitted to us as copies; (iii) that all natural persons signing
said documents had, at the time of such signing, the full legal capacity to sign
and deliver said documents and records; (iv) that no action has been taken which
is not reflected in the corporate records made available to us from Haverfield
and Home Bank which amends, revokes, or otherwise affects any of the records or
documents which we have examined; (v) that each party, other than Haverfield or
Home Bank, executing any of the documents we have examined has full power and
authority to enter into and perform its obligations thereunder; and (vi) that
all of the facts recited, and representations and warranties made, by the
parties in the Agreement and the related certificates and documents examined by
us are true and correct in all material respects. With your permission, we do
not address in our opinion any aspects of the transactions contemplated by the
Agreement as they relate to the Michigan Merger.

        Although we have conducted no independent investigation of the accuracy
or reasonableness of any of the foregoing assumptions, we have no actual
knowledge that any of these assumptions are inaccurate. The words "actual
knowledge" when used herein are intended to be limited to the knowledge of
lawyers in this firm who have given attention to matters involving Haverfield
and Home Bank.

<PAGE>   95

Charter One Financial
April ______, 1997
Page 4

        We are members of the bar of the State of Ohio and the law covered by
the opinions expressed herein is limited to the laws of the State of Ohio and
the Federal laws of the United States as they exist on the date of this opinion.
Moreover, we do not express any opinion concerning choice of law, securities law
(except as set forth in opinion paragraph G below), or antitrust law matters.

        Based upon the foregoing, and subject to the qualifications and
assumptions set forth herein, we are of the opinion that:

        (A) Haverfield is a corporation, validly existing and in good standing
under the laws of the State of Ohio and has the requisite power and authority to
own or lease its properties and assets and to carry on its business as such
properties, assets and business are described in the Proxy Statement.

        (B) Home Bank is a savings bank, validly existing under the laws of the
United States, and has the corporate power to own or lease its properties and
assets and carry on its business as such property, assets and business are
described in the Proxy Statement, Home Bank is an "insured depository
institution" as defined in the Federal Deposit Insurance Act and applicable
regulations thereunder.

        (C) The outstanding shares of capital stock of Haverfield and Home Bank
are duly authorized, validly issued, fully paid and non-assessable and are not
subject to any pre-emptive rights under the Ohio General Corporation Law, their
respective Articles or Codes or under any agreement to which either of them are
parties of which we have actual knowledge. All the 


<PAGE>   96



Charter One Financial
April ______, 1997
Page 5

outstanding shares of capital stock of Home Bank are legally and beneficially
owned by Haverfield free and clear of any lien, encumbrance or claim.

        (D) The execution and delivery of the Agreement and the consummation of
the Company Merger and the Bank Merger have been duly and validly authorized by
the respective Boards of Directors of Haverfield and Home Bank and the Agreement
and the Company Merger have been approved by the holders of two-thirds of the
issued and outstanding shares of Haverfield Common Stock. To our actual
knowledge, no consent or approval, which has not already been obtained, from any
regulatory authority is required for execution and delivery by Haverfield or
Home Bank of the Agreement or any of the documents to be executed and delivered
by Haverfield and Home Bank therewith and the consummation of the Company Merger
and the Bank Merger.

        (E) The Agreement (assuming that it has been duly authorized, executed
and delivered by, and is a binding obligation of, Charter One, Charter Michigan
and Charter One Bank) constitutes a valid and binding obligation of Haverfield
and Home Bank enforceable against Haverfield and Home Bank in accordance with
its terms, subject as to enforceability to applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws in effect from time to
time relating to or affecting the enforcement of the rights of creditors
generally and to the application of equitable principles and judicial
discretion. The opinion expressed in this paragraph is limited to the
enforceability of the provisions of the Agreement and we express no opinion as
to the enforceability of any other agreements or instruments which may be
referred to in the Agreement.

<PAGE>   97

Charter One Financial
April _____, 1997
Page 6

        (F) Neither the execution, delivery or performance of the Agreement by
Haverfield or Home Bank nor the consummation of the Company Merger and the Bank
Merger will (i) violate any provision of the respective Articles or Codes of
Haverfield or Home Bank, or (ii) to our actual knowledge violate any order,
judgment or decree which Haverfield or Home Bank is a party or by which either
of them or any of their properties or assets are bound.

        (G) The Proxy Statement, as of the mailing date thereof, complied as to
form in all material respects with the applicable provisions of the Exchange
Act.

        This opinion letter is supplied solely for your benefit pursuant to
Section 6.1(f) of the Agreement. The opinions expressed herein are as of the
date of this opinion letter and we assume no obligation to advise you of changes
that may be brought to our attention hereafter. This opinion letter may not be
relied upon by you for any other purpose, nor may this letter be quoted from,
circulated, copied, relied upon or otherwise referred to, in whole or in part,
by any other person or entity, except your counsel, without our prior written
consent.

                                        Very truly yours,

                                        HAHN LOESER & PARKS LLP

<PAGE>   98


                                                                       EXHIBIT F

                                                                  (202) 414-6100

                                 April __, 1997

Haverfield Corporation
50 Terminal Tower
Suite 444
Cleveland, OH 44113


Gentlemen:

        We have served as counsel to Charter One Financial, Inc. ("COFI"),
Charter Michigan Bancorp, Inc. ("Charter Bancorp") and Charter One Bank F.S.B.
("Charter One Bank") in connection with the Agreement and Plan of Merger and
Reorganization, dated April __ 1997 (the "Agreement"), by and among COFI,
Charter Michigan, Charter One Bank, Haverfield Corporation ("Haverfield") and
Home Bank, F.S.B. ("Home Bank"). Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings set forth in the
Agreement.

        In connection with this opinion, which is being rendered pursuant to
Section 6.2(f) of the Agreement, we have examined (i) the Agreement; (ii)
respectively, the Certificate of Incorporation, Articles of Incorporation,
Charter and Bylaws of COFI, Charter Michigan and Charter One Bank; (iii) certain
resolutions of the Boards of Directors of COFI, Charter Michigan and Charter One
Bank; (iv) certificates or telegrams from public officials as to the existence
and good standing of COFI and certain COFI Subsidiaries under the laws of the
place of their incorporation; (v) certificates of officers of COFI, (vi) the
Proxy Statement; and (vii) and certificates and other documents delivered by the
respective parties to the Agreement or prior to the Closing.

        As to all matters of fact (including factual conclusions and
characterizations and descriptions of purpose, intention or other state of
mind), we have relied entirely upon (i) the representations of COFI and Charter
One Bank set forth in the Agreement and (ii) certificates delivered to us by
public

<PAGE>   99

Haverfield Corporation
________, 1997
Page 2

officials and by the management of COFI, and have assumed, without independent
inquiry, the accuracy of those representations and certificates.

        This opinion is based entirely on our review of the documents listed
above and we have made no other documentary review or investigation of any kind
whatsoever. We have assumed the genuineness of all signatures, the conformity to
the originals of all documents reviewed by us as copies, the authenticity and
completeness of all original documents reviewed by us in original or copy form
and the legal competence of each individual executing any document.

        As used herein, the phrase "to our actual knowledge" refers to the
conscious awareness of facts by the attorneys in this firm who have been
actively involved in the transactions contemplated by the Agreement or the
preparation of the documents involved in this opinion letter.

        Each opinion set forth below relating to the enforceability of any
agreement or instrument against COFI or a COFI Subsidiary is subject to the
following general qualifications:

                (i) as to any instrument delivered by COFI or a COFI Subsidiary,
        we assume that COFI or the COFI Subsidiary has received or will receive 
        the agreed to consideration therefor;

                (ii) as to any agreement to which COFI or a COFI Subsidiary is a
        party, we assume that such agreement is the binding obligation of each
        other party thereto; and

                (iii) the enforceability of any obligation of COFI or a COFI
        Subsidiary may be limited by bankruptcy, insolvency, fraudulent
        conveyance, reorganization, moratorium, marshalling or other rules of
        law affecting the enforcement of creditors' rights and remedies
        generally (including such as may deny giving effect to waivers of
        debtors' or guarantors' rights) or general principles of equity and
        judicial discretion.

        We express no opinion as to the laws of any jurisdiction other than the
laws of the United States of America and the State of Delaware to the extent
specifically referred to herein.

        We understand that all of the foregoing assumptions and limitations are
acceptable to you.

        Based upon and subject to the foregoing, we are of the opinion that:

                (a) COFI is a corporation, validly existing and in good standing
        under the laws of the State of Delaware, and has the corporate power to
        own or lease its properties and assets and to carry on its business as
        such properties, assets and business are described in the Prospectus/
        Proxy Statement.

<PAGE>   100



Haverfield Corporation 
___________, 1997 
Page 3

                (b) Charter One Bank is a savings bank duly organized and
        validly existing under the laws of the United States, and has corporate
        power to own or lease its properties and assets and to carry on its
        business as such properties, assets and business are described in the
        Proxy Statement.

                (c) The execution and delivery of the Agreement and the
        consummation of the Company Merger, the Michigan Merger and the Bank
        Merger have been duly and validly authorized by the Boards of Directors
        of COFI, Charter Michigan and Charter One Bank. Except for the filing of
        applicable certificates or articles of merger with state regulatory
        authorities with respect to the Company Merger and Michigan Merger, and
        articles of combination with the OTS with respect to the Bank Merger, to
        our actual knowledge, no consent or approval, which has not already been
        obtained, from any regulatory authority is required for execution and
        delivery by COFI, Charter Michigan and Charter One Bank of the Agreement
        or any of the documents to be executed and delivered by any of them in
        connection therewith and the consummation of the Company Merger, the
        Michigan Merger and the Bank Merger.

                (d) The Agreement constitutes a valid and binding obligation of
        COFI, Charter Michigan and Charter One Bank enforceable in accordance
        with its terms.

                (e) Neither the execution, delivery or performance of the
        Agreement by COFI, Charter Michigan or Charter One Bank, nor the
        consummation of the Company Merger, the Michigan Merger, and the Bank
        Merger will violate, respectively, the Certificate or Articles of
        Incorporation, Charter or Bylaws of COFI, Merger Sub, Charter Michigan
        or Charter One Bank.

                (f) The shares of COFI Common Stock to be issued pursuant to the
        Company Merger to the Haverfield stockholders will be duly authorized,
        validly issued, fully-paid and non-assessable.

        The opinions expressed herein are solely for your benefit in connection
with the transactions contemplated by the Agreement. This opinion is given as of
the date hereof and we assume no obligation to advise you of changes that may be
brought to our attention hereafter. This opinion may not be relied upon by you
for any other purpose, nor may this opinion be quoted from, circulated,



<PAGE>   101


Haverfield Corporation 
____________ 1997 
Page 4

copied, relied upon or otherwise referred to, in whole or in part, by any other
person or entity without the prior written consent of this firm.



                                             Very truly yours,


                                             SILVER, FREEDMAN & TAFF, L.L.P.

<PAGE>   1


                                 EXHIBIT 99.1

                             Joint Press Release







<PAGE>   2
                            CHARTER ONE BANK, F.S.B.
                                       and
                                    HOMEBANK



<TABLE>
<CAPTION>
<S>                                               <C>
CONTACTS FROM CHARTER ONE:                        CONTACT FROM HAVERFIELD:
    INVESTORS-  Ellen Batkie (800) 262-6301          William A. Valerian (216) 348-2801
    MEDIA-      William Dupuy (216) 566-5311
</TABLE>



         CHARTER ONE AND HAVERFIELD AGREE TO MERGE IN STOCK TRANSACTION
         ---------------------------------------------------------------

CLEVELAND, Ohio, April 23, 1997 -- The boards of directors of Charter One
Financial, Inc. (NASDAQ:COFI), the holding company of Charter One Bank, F.S.B.,
and Haverfield Corporation (NASDAQ:HVFD), the holding company of Home Bank,
F.S.B., today announced a definitive agreement to merge in a stock-for-stock
exchange. Home Bank, headquartered in Cleveland, Ohio, is a federally chartered
savings and loan with $342 million in assets ($273 million in deposits) and 10
branch offices throughout the Cleveland area.

Terms of the agreement call for the tax-free exchange of $27.00 in Charter One
common stock for each of Haverfield's common shares or a total consideration of
approximately $53.7 million. The price will stay fixed at $27.00 per Haverfield
share if Charter One's average stock price remains between $41.09 and $55.60 per
share during a 20-day pricing period ending five business days before closing
the transaction. The pricing reflects 180% of Haverfield's book value at March
31, 1997 and 15.7 times earnings (based on the past six months.) The merger,
which would be accounted for as a pooling of interests, is expected to close
near the end of the third quarter of 1997. Already approved by the boards of
directors of both companies, the transaction requires the approvals of the
Office of Thrift Supervision and Haverfield shareholders.

"We are very pleased with what this transaction means for our customers and our
shareholders," stated William A. Valerian, Haverfield Chairman and Chief
Executive Officer. "Charter One is one of Ohio's premier financial institutions
and offers a broad array of products that meet the needs of our customer base.
Home Bank customers will now enjoy a network of over 100 Ohio offices, more
than half of which are in the greater Cleveland area." Valerian noted that all
savings and loan contracts would be unchanged and that insured deposits would
remain insured by the FDIC.


<PAGE>   3


"This combination strengthens our Cleveland presence by adding a franchise that
has been a fixture in our community for more than 80 years," commented Charles
John Koch, Charter One's Chairman and Chief Executive Officer. "I am pleased to
say that even though we expect significant cost savings from the combination
which would result in immediate earnings accretion, the effect on Haverfield's
workforce should be minimal. We will consolidate a couple of suburban branches
in the combined network but normal attrition will easily accommodate any
dislocations at the branch level. Additionally, Home Bank currently has
approximately 45 administrative support positions and we currently have over 100
positions in our Cleveland back office operation staffed by temporary workers.

Koch went on to announce that, following the acquisition, Valerian will join
Charter One and serve as President of Charter One Investments, Inc., Charter
One's brokerage services subsidiary.

Charles Webb & Company, a division of Keefe, Bruyette & Woods, Inc., served as
financial advisor for Haverfield Corporation; Charter One did not rely on an
outside advisor.

With approximately $14 billion in total assets, Charter One Bank is one of the
largest thrifts in the country. The Bank has 174 branch locations: 94 branches
in Ohio operating under the name Charter One Bank and 80 branches in Michigan
operating under the name First Federal of Michigan. Additional information on
Charter One may be found at the Company's web site: www.charterone.com.


                                       2


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