BANCFIRST OHIO CORP, 424B1, 1996-08-12

BANCFIRST OHIO CORP
424B1, 1996-08-12
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
This Filing is made pursuant to Rule 424(b)(1)
under the Securities Act of 1933 in connection
with Registration No. 333-06707

PROSPECTUS

1,000,000 SHARES

BANCFIRST OHIO CORP. LOGO

COMMON STOCK

All of the shares of Common Stock offered hereby are being sold by
BancFirst Ohio Corp., an Ohio corporation (the "Company"). The Company's Common
Stock is quoted on the Nasdaq National Market under the symbol "BFOH." On August
8, 1996, the closing price for the Company Common Stock as reported on the
Nasdaq National Market was $28.50 per share.

SEE "RISK FACTORS" BEGINNING ON PAGE 12 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OF
COMMON STOCK OFFERED HEREBY.

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

THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION (THE "FDIC") OR ANY OTHER GOVERNMENTAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
==============================================================================================
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share............................... $28.00 $1.82 $26.18
- ----------------------------------------------------------------------------------------------
Total(3)................................ $28,000,000 $1,820,000 $26,180,000
==============================================================================================
<FN>
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."

(2) Before deducting estimated expenses of $300,000 payable by the Company.

(3) The Company has granted the Underwriters a 30-day option to purchase up to
an additional 150,000 shares of Common Stock on the same terms and
conditions as set forth above to cover over-allotments. If such option is
exercised in full, the total Price to Public, Underwriting Discount and
Proceeds to Company will be $32,200,000, $2,093,000 and $30,107,000,
respectively. See "Underwriting."
</TABLE>

The shares of Common Stock are offered by the several Underwriters named
herein, subject to receipt and acceptance by them, and subject to their right to
reject any order in whole or in part and to withdraw or cancel the offer without
notice. It is expected that certificates for the shares of Common Stock will be
available for delivery on or about August 14, 1996.

MCDONALD & COMPANY
SECURITIES, INC.

The date of this Prospectus is August 9, 1996.
<PAGE> 2

[MAP]

[MAP OF THE STATE OF OHIO SHOWING BANKING LOCATIONS OF BANCFIRST OHIO CORP. AND
COUNTY SAVINGS BANK.]

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMPANY'S
COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

IN CONNECTION WITH THIS OFFERING, CERTAIN OF THE UNDERWRITERS MAY ENGAGE IN
PASSIVE MARKET MAKING TRANSACTIONS IN THE COMPANY'S COMMON STOCK ON THE NASDAQ
NATIONAL MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT
OF 1934. SEE "UNDERWRITING."

2
<PAGE> 3

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
Unless otherwise indicated in this Prospectus, all information assumes no
exercise of the Underwriters' over-allotment option.

THE COMPANY

BancFirst Ohio Corp. (the "Company"), a registered bank holding company
organized under the laws of the State of Ohio, conducts a full-service
commercial and retail banking business through two wholly-owned subsidiary
banks, The First National Bank of Zanesville ("FNB") and Bellbrook Community
Bank ("Bellbrook") (collectively the "Bank Subsidiaries"). At March 31, 1996,
the Company had total assets of $481.5 million, total deposits of $356.2 million
and shareholders' equity of $50.2 million. The Company has entered into a Stock
Purchase Agreement to acquire all of the outstanding capital stock of County
Savings Bank ("County") for an aggregate purchase price of $47.8 million,
subject to certain adjustments, including payments of $3.0 million in the
aggregate for certain non-competition agreements (the "Acquisition"). On a pro
forma basis, at March 31, 1996, the Company would have had total assets of
$958.5 million, total deposits of $721.6 million and shareholders' equity of
$76.1 million.

The Company is headquartered in Zanesville, Ohio, the county seat of
Muskingum County. Through the Bank Subsidiaries, the Company operates 15
full-service banking facilities which serve Muskingum, Licking, Franklin and
Greene Counties, Ohio. The Company's primary market extends along Interstate 70
in central Ohio and includes the markets of Zanesville, Newark, Columbus, and
Dayton. The Company focuses on providing personalized, high quality and
comprehensive service in order to develop and maintain long-term relationships
with customers. The Bank Subsidiaries offer a wide range of banking services,
including commercial loans, residential and commercial real estate loans,
consumer loans, personal and business checking accounts, savings accounts,
demand and time deposits, safe deposit services, trust, private banking and
investment services. FNB was founded in 1863. As of June 30, 1995, FNB had 39.3%
of all federally insured deposits in Muskingum County, which represented the
leading market share.

The Company has a history of consistent profitability, most recently
returning 1.52% on average assets for the three month period ended March 31,
1996. This compares to 1.26% for the same period in 1995 and 1.38%, 1.48%, 1.51%
for the years ended December 31, 1995, 1994 and 1993, respectively. Annual
returns on
average equity since 1993 have ranged from 13.05% to 13.28%. For the three
months ended March 31, 1996, the Company's return on average equity was 14.93%.

The Company believes its success in recent years is in part attributable to
a growth strategy that it began implementing in 1992. At December 31, 1991, the
Company had nine branch offices with assets of $298.2 million (as originally
reported), an equity to assets ratio of 11.82% (as originally reported), and
operations heavily concentrated in Muskingum County. Management believed that
increased size would allow the Company to (i) take advantage of increased
operating efficiencies associated with the attendant economies of scale; (ii)
achieve greater diversification of its markets and products; (iii) enhance
shareholder value by more effectively leveraging its equity capital; and (iv)
more effectively position itself to take advantage of acquisition opportunities
in the rapidly changing financial services industry. Given the Company's
dominant share in its primary market area, management recognized that the
desired growth would have to come primarily from expansion into new markets.

In recognition of these factors, management undertook a growth strategy
which emphasized (i) acquiring existing branch locations from competing
institutions as well as de novo branching; (ii) increasing lending to small
businesses through the formation of small business lending centers outside
Muskingum County; (iii) acquiring bank and thrift holding companies; (iv)
expanding trust, private banking and investment services; (v) offering
responsive decision making and personalized customer service; and (vi) improving
technology to enhance services and manage the cost of operations.

3
<PAGE> 4

four small business lending centers which serve small businesses and specialize
in loans guaranteed by the U.S. Department of Commerce, Small Business
Administration ("SBA"). During 1995, FNB was the largest originator of SBA 7(a)
loans in Ohio and was awarded the designation of Preferred Lender by the SBA.
Currently, FNB has small business lending centers located in Akron, Cleveland,
Columbus, and Dayton, Ohio. In 1994, FNB opened two de novo full-service branch
offices in Licking County, Ohio. The Company's 1995 acquisition of Bellbrook
provided access to the Dayton metropolitan market. In July 1996, FNB opened its
first supermarket office, located in Reynoldsburg, Ohio. The Company's strategic
direction has culminated in over $183 million of asset growth since December 31,
1991, an increase of 61.5%. This rate of growth has been accomplished without
sacrifice to earnings as the Company's return on average assets and return on
average equity have exceeded 1.38% and 12.8%, respectively, over the past four
and a half years.

THE ACQUISITION

The Company has entered into a Stock Purchase Agreement dated March 27,
1996 (the "Purchase Agreement") with First Financial Group, Inc. ("FFG"), the
sole shareholder of County, pursuant to which the Company will acquire all of
the outstanding capital stock of County for an aggregate purchase price of $47.8
million, subject to certain adjustments. On the date of closing of the
Acquisition, the purchase price will be adjusted dollar for dollar to the extent
that County's shareholder's equity is more or less than $35.0 million (adjusted
for certain assessments). See "Pending Acquisition." Either the Company or FFG
may terminate the Purchase Agreement if the closing of the Acquisition has not
occurred on or before September 30, 1996. The purchase price includes an
aggregate of $3.0 million to be paid to certain shareholders of FFG pursuant to
non-competition agreements entered into with the Company. The Company expects to
fund the purchase price with the proceeds from this offering (the "Offering"),
proceeds from a $15.0 million loan from a financial institution and from
existing cash. The Company is required to have such funding complete by
September 30, 1996. If the Purchase Agreement is terminated because the Company
fails to obtain the necessary funding to pay the purchase price, the Company
will be required to pay to FFG a fee equal to $2.0 million. See "Use of
Proceeds." As a result of the Acquisition, the Company's consolidated assets are
expected to nearly double, from approximately $481.5 million as of March 31,
1996 to approximately $958.5 million upon consummation of the Acquisition on a
pro forma basis. See "Pending Acquisition."

County is a state-chartered savings and loan association headquartered in
Columbus, Ohio, and is a wholly-owned subsidiary of FFG. There are no material
affiliations between the Company and FFG or their respective affiliates. As of
March 31, 1996, County had total assets of $468.4 million, total deposits of
$364.7 million and shareholder's equity of $34.4 million.

County is a community-oriented savings institution that conducts its
operations through 10 full-service offices, six of which are located in Licking
County and four of which are located in Franklin County, Ohio. At March 31,
1996, approximately $188.2 million, or 51.6% of County's total deposits, were
located in Licking County. As of June 30, 1995, County had 14.1% of federally
insured deposits in Licking County, which was the second largest market share.
Columbus, which is the largest city in Ohio and the state capital, is the county
seat of Franklin County. At March 31, 1996, approximately $176.5 million, or
48.4% of County's total deposits, were located in Franklin County. As of June
30, 1995, County had 1.0% of federally insured deposits in Franklin County,
which was the tenth largest market share among banks and thrifts. Although all
of central Ohio has experienced notable economic growth over the past 20 years,
eastern Franklin County and western Licking County have recently experienced a
significant increase in housing construction and new business activity.

4
<PAGE> 5

branch network. Additionally, the Company's management anticipates that County's
active participation in multi-family residential lending and secondary mortgage
activities will support increased loan originations in the Company's current
markets. Operating efficiencies are anticipated from the integration of the
operations of County into the Company's holding company structure. This will
involve, but is not limited to, the consolidation of County's data processing,
human resources, marketing, investment management, accounting and internal audit
functions with those of the Company. Furthermore, the consolidation of FNB's
residential mortgage loan operations with those of County are expected to
provide additional post-acquisition synergies. The Company also believes that
additional growth opportunities may result from the Company's increased presence
in a larger market for financial services.

Consummation of the Acquisition is subject to various conditions, including
obtaining requisite and satisfactory regulatory approvals and the receipt of
certain opinions and certificates from officers of and legal counsel to the
Company and County. The Acquisition may only be consummated after receipt of
approval from the Board of Governors of the Federal Reserve System (the "FRB"),
the Office of Thrift Supervision (the "OTS") and the Ohio Division of Financial
Institutions. On July 12, 1996, the Company received approval for consummation
of the Acquisition from the FRB, conditioned upon completion of this Offering
with net proceeds to the Company of not less than $25.0 million. On July 24,
1996, the Company received approval for consummation of the Acquisition from the
OTS and the Ohio Division of Financial Institutions. County and the Company are
in compliance with all conditions and other requirements required to have been
satisfied prior to the date hereof. None of the shares of the Company's Common
Stock offered hereby will be sold unless the Company and McDonald & Company
Securities, Inc., as representative of the Underwriters (the "Representative"),
determine that all of the material conditions precedent to the consummation of
the Acquisition have been or will be fulfilled, or waived to the satisfaction of
the Representative, concurrently with the sale of the shares of the Company's
Common Stock offered hereby. Completion of the Acquisition is conditioned upon
receipt of all necessary regulatory approvals discussed above, consummation of
the Offering and receipt of loan proceeds of $15.0 million. It is expected that
the Acquisition will be consummated simultaneously with the closing of this
Offering. See "Pending Acquisition" and "Underwriting."

5
<PAGE> 6

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company.. 1,000,000 shares
Common Stock to be outstanding after
the Offering....................... 3,976,642 shares(1)
Use of Proceeds...................... To apply toward the purchase price payable by the
Company upon consummation of the Acquisition.
Risk Factors......................... Investment in the Common Stock involves risk,
including the risk that the future earnings potential
of County or the integration of County's operations
has been incorrectly assessed; the risk associated
with the Company's continued pursuit of its growth
strategy; the risk associated with any future changes
to the SBA program and the effect such changes could
have on the Company's profitability; the risk
associated with changes in interest rates which could
have a positive or negative impact on the Company's
net income, capital and liquidity; and the risk that a
significant increase in market interest rates prior to
consummation of the Acquisition would result in a
lower tangible book value of the consolidated entity,
among other risks. Potential investors should
carefully review the "Risk Factors" section of this
Prospectus.
Nasdaq National Market symbol........ BFOH
Underwriting......................... The shares of the Company's Common Stock offered
hereby will be purchased by the several Underwriters,
subject to the terms and conditions of the
Underwriting Agreement. See "Underwriting."
</TABLE>

- ---------------
(1) 4,126,642 shares assuming exercise of the Underwriters' over-allotment
option.

6
<PAGE> 7

SUMMARY CONDENSED CONSOLIDATED HISTORICAL FINANCIAL AND
OPERATING DATA OF THE COMPANY

The following summary condensed consolidated historical financial and
operating data should be read in conjunction with the consolidated financial
statements of the Company, including the notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations of the
Company," which appear elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AT OR FOR THE THREE
MONTHS ENDED
MARCH 31, AT OR FOR THE YEAR ENDED DECEMBER 31,
------------------- ----------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
-------- -------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Interest income............................... $ 9,141 $ 7,849 $ 34,063 $ 27,652 $ 24,863 $ 25,087 $ 25,927
Interest expense.............................. 4,408 3,638 16,357 11,259 9,321 10,310 13,576
-------- -------- -------- -------- -------- -------- --------
Net interest income........................... 4,733 4,211 17,706 16,393 15,542 14,777 12,351
Provision for possible loan losses............ 292 201 967 338 799 1,044 849
Non-interest income........................... 1,564 1,114 4,984 3,801 3,569 2,873 2,197
Non-interest expense.......................... 3,387 3,209 12,805 11,410 10,568 9,702 8,620
-------- -------- -------- -------- -------- -------- --------
Income before income taxes.................... 2,618 1,915 8,918 8,446 7,744 6,904 5,079
Provision for federal income tax.............. 763 582 2,706 2,572 2,323 1,986 1,341
-------- -------- -------- -------- -------- -------- --------
Net income.................................... $ 1,855 $ 1,333 $ 6,212 $ 5,874 $ 5,421 $ 4,918 $ 3,738
======== ======== ======== ======== ======== ======== ========
PER SHARE DATA:(1)
Net income.................................... $ 0.62 $ 0.45 $ 2.09 $ 1.98 $ 1.82 $ 1.65 $ 1.25
Dividends..................................... 0.25 0.23 0.94 0.89 0.82 0.73 0.73
Book value.................................... 16.89 15.51 16.82 14.76 14.23 13.19 12.25
Tangible book value........................... 16.86 15.48 16.80 14.72 14.17 13.12 12.20
BALANCE SHEET DATA:
Total assets.................................. $481,490 $434,233 $476,429 $429,384 $387,202 $355,923 $317,385
Loans......................................... 277,715 254,735 268,818 247,943 212,083 183,334 156,807
Allowance for possible loan losses............ 3,406 3,199 3,307 3,095 3,007 2,384 1,731
Securities.................................... 178,195 156,351 178,252 153,595 148,724 147,916 137,242
Deposits...................................... 356,236 328,516 348,545 320,836 310,586 310,118 276,232
Borrowings.................................... 71,531 57,839 74,135 63,525 32,986 4,900 3,000
Shareholders' equity.......................... 50,205 46,090 50,010 43,844 42,295 39,350 36,569
PERFORMANCE RATIOS:(2)
Return on average assets...................... 1.52% 1.26% 1.38% 1.48% 1.51% 1.47% 1.20%
Return on average equity...................... 14.93 13.11 13.05 13.28 13.19 12.85 10.41
Net interest margin........................... 4.28 4.31 4.27 4.49 4.78 4.88 4.41
Interest rate spread.......................... 3.97 4.09 3.55 3.89 4.22 4.26 3.53
Non-interest income to average assets......... 1.30 1.05 1.11 0.95 0.99 0.83 0.68
Non-interest expense to average assets........ 2.83 3.03 2.84 2.87 2.94 2.81 2.65
Efficiency ratio(3)........................... 53.69 60.11 56.63 56.10 56.09 55.08 59.11
ASSET QUALITY RATIOS:
Non-performing loans to total loans........... 0.48% 0.22% 0.38% 0.21% 0.19% 0.46% 0.70%
Non-performing assets to total assets......... 0.28 0.13 0.22 0.12 0.11 0.24 0.34
Allowance for possible loan losses to total
loans....................................... 1.23 1.26 1.23 1.25 1.42 1.30 1.10
Allowance for possible loan losses to
non-performing loans........................ 254.4 575.4 323.0 608.1 731.6 284.8 158.7
Net charge-offs to average loans(2)........... 0.28 0.16 0.29 0.11 0.09 0.23 0.27
CAPITAL RATIOS(4)(5):
Shareholders' equity to total assets.......... 10.43% 10.61% 10.50% 10.21% 10.92% 11.06% 11.52%
Tier 1 capital to total assets................ 10.41 10.59 10.49 10.18 10.89 11.01 11.52
Tier 1 capital to risk-weighted assets........ 16.96 19.01 17.70 20.32 20.90 19.90 21.70
</TABLE>

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

(1) Per share data has been restated to reflect all stock dividends and stock
splits.

(2) Ratios for the three months ended March 31, 1996 and 1995 are stated on an
annualized basis.

(3) The efficiency ratio is equal to non-interest expense less amortization of
intangible assets divided by net interest income plus non-interest income
less gains or losses on securities transactions.

(4) For definitions and further information relating to the Company's regulatory
capital requirements, see "Supervision and Regulation."

(5) Ratios are calculated based on period-end balances.

7
<PAGE> 8

SUMMARY CONDENSED CONSOLIDATED HISTORICAL FINANCIAL AND
OPERATING DATA OF COUNTY

The following summary condensed consolidated historical financial and
operating data should be read in conjunction with the consolidated financial
statements of County, including the notes thereto, and "Management's Discussion
and Analysis of Financial Condition and Results of Operations of County," which
appear elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AT OR FOR THE THREE
MONTHS ENDED
MARCH 31, AT OR FOR THE YEAR ENDED DECEMBER 31,
------------------- ----------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
-------- -------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Interest income............................... $ 9,596 $ 8,395 $ 36,853 $ 29,707 $ 28,509 $ 32,791 $ 44,338
Interest expense.............................. 6,050 5,105 23,446 18,141 18,290 23,836 33,572
-------- -------- -------- -------- -------- -------- --------
Net interest income........................... 3,546 3,290 13,407 11,566 10,219 8,955 10,766
Provision for possible loan losses............ 125 93 250 500 326 0 30
Non-interest income........................... 515 339 1,670 2,165 4,695 3,796 2,828
Non-interest expense.......................... 2,460 2,393 9,831 10,398 11,279 10,968 9,359
-------- -------- -------- -------- -------- -------- --------
Income before income taxes.................... 1,476 1,143 4,996 2,833 3,309 1,783 4,205
Provision for income tax (benefit)(1)......... 491 258 984 (791) 288 (1,725) 913
-------- -------- -------- -------- -------- -------- --------
Net income.................................... $ 985 $ 885 $ 4,012 $ 3,624 $ 3,021 $ 3,508 $ 3,292
======== ======== ======== ======== ======== ======== ========
BALANCE SHEET DATA:
Total assets.................................. $468,373 $435,444 $520,480 $424,735 $401,590 $391,451 $419,785
Loans......................................... 348,734 284,731 364,211 267,610 271,313 293,488 339,691
Allowance for possible loan losses............ 2,093 2,291 2,022 2,326 3,007 3,997 6,896
Securities.................................... 111,827 137,744 145,286 137,411 106,470 65,430 39,270
Deposits...................................... 364,707 321,913 362,798 317,354 330,895 301,660 324,012
Borrowings.................................... 66,040 80,204 119,935 74,829 40,000 62,250 72,250
Shareholder's equity.......................... 34,433 30,904 33,952 29,746 27,579 24,583 21,075
PERFORMANCE RATIOS:(2)
Return on average assets...................... 0.79% 0.81% 0.84% 0.79% 0.71% 0.84% 0.70%
Return on average equity...................... 11.57 11.84 12.60 12.81 11.66 15.45 17.14
Net interest margin........................... 2.90 3.13 2.89 2.82 2.82 2.44 2.45
Interest rate spread.......................... 2.58 2.90 2.61 2.69 2.73 2.53 2.61
Non-interest income to average assets......... 0.41 0.31 0.35 0.47 1.10 0.91 0.60
Non-interest expense to average assets........ 1.97 2.20 2.07 2.27 2.64 2.64 1.99
Efficiency ratio(3)........................... 64.26 66.69 65.91 74.00 85.12 93.61 72.03
ASSET QUALITY RATIOS:
Non-performing loans to total loans........... 0.06% 0.12% 0.02% 0.33% 2.11% 5.00% 5.89%
Non-performing assets to total assets......... 0.20 0.29 0.16 0.81 2.36 7.20 9.33
Allowance for possible loan losses to total
loans....................................... 0.60 0.80 0.56 0.87 1.11 1.36 2.03
Allowance for possible loan losses to
non-performing loans........................ 938.5 662.1 2,246.7 261.9 52.4 27.3 34.5
Net charge-offs to average loans(2)........... 0.10 0.00 0.03 0.45 0.38 0.31 0.04
CAPITAL RATIOS:(4)(5)
Shareholder's equity to total assets.......... 7.35% 7.10% 6.52% 7.00% 6.87% 6.28% 5.02%
Tangible capital to adjusted total assets..... 7.33 7.12 6.44 7.09 6.68 6.11 5.03
Core capital to adjusted total assets......... 7.33 7.12 6.44 7.09 6.68 6.11 5.03
Risk-based capital to risk-weighted assets.... 12.47 12.36 11.56 12.10 10.45 9.10 7.32
</TABLE>

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

(1) Includes benefit of $1,967 in 1992 related to cumulative effect of change in
accounting for deferred income taxes.

(2) Ratios for the three months ended March 31, 1996 and 1995 are stated on an
annualized basis.

(4) For definitions and further information relating to County's regulatory
capital requirements, see "Supervision and Regulation."

(5) Ratios are calculated based on period-end balances.

8
<PAGE> 9

SUMMARY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL AND OPERATING DATA
OF THE COMPANY

The following table presents certain unaudited pro forma condensed
consolidated financial and operating data of the Company giving effect to the
Acquisition as if it had occurred as of the beginning of the earliest period
indicated herein and after giving effect to the pro forma adjustments described
in the notes to the Unaudited Pro Forma Consolidated Financial Statements of the
Company. The Acquisition will be accounted for as a purchase, and the County
assets acquired and liabilities assumed will be recorded at their estimated fair
values, with the excess of the purchase price over the net fair value recorded
as goodwill. This information should be read in conjunction with (i) the pro
forma financial information, including the notes thereto, which appear elsewhere
in this Prospectus, and (ii) the historical consolidated financial statements of
the Company and County, including the respective notes thereto, which appear
elsewhere in this Prospectus. The pro forma financial data do not give effect to
any revenue enhancements or operating efficiencies that the Company's management
believes may occur as a result of the Acquisition. See "Pending Acquisition" for
a discussion of the purchase price adjustments. The pro forma adjustments
reflect (a) the aggregate amount of cash to be paid to FFG and certain of its
shareholders by the Company as a result of the Acquisition, and (b) the
consummation of the Offering, at the offering price per share of $28.00, and (c)
the Loan. The pro forma financial data are not necessarily indicative of the
results that actually would have occurred had the Acquisition been consummated
on the dates indicated or that may occur in the future.

<TABLE>
<CAPTION>
AT OR FOR THE
AT OR FOR THE THREE YEAR ENDED
MONTHS ENDED DECEMBER 31,
MARCH 31, 1996 1995
------------------- ----------------
(DOLLARS IN THOUSANDS, EXCEPT PER
SHARE DATA)
<S> <C> <C>
STATEMENT OF INCOME DATA:
Interest income............................................................. $18,598 $ 70,362
Interest expense............................................................ 10,636 40,518
------- -------
Net interest income....................................................... 7,962 29,844
Provision for possible loan losses.......................................... 417 1,217
Non-interest income......................................................... 2,079 6,654
Non-interest expense........................................................ 6,156 24,006
------- -------
Income before income taxes.................................................. 3,468 11,275
Provision for federal income tax............................................ 1,091 3,037
------- -------
Net income................................................................ $ 2,377 $ 8,238
================= ================
PER SHARE DATA:
Net income.................................................................. $ 0.60 $ 2.07
Dividends................................................................... 0.25 0.94
Book value.................................................................. 19.15 N/A
Tangible book value......................................................... 15.92 N/A
PERFORMANCE RATIOS:(1)
Return on average assets.................................................... 0.95% 0.88%
Return on average equity.................................................... 12.59 11.60
Net interest margin......................................................... 3.41 3.39
Interest rate spread........................................................ 2.76 2.94
Non-interest income to average assets....................................... 0.83 0.71
Non-interest expense to average assets...................................... 2.47 2.57
Efficiency ratio(2)......................................................... 62.01 66.31
</TABLE>

9
<PAGE> 10

<TABLE>
<CAPTION>
AT OR FOR THE THREE
MONTHS ENDED
MARCH 31, 1996
----------------------
(DOLLARS IN THOUSANDS)
<S> <C>
BALANCE SHEET DATA:
Total assets................................................................. $958,510
Loans........................................................................ 629,859
Allowance for possible loan losses........................................... 5,499
Securities................................................................... 288,998
Deposits..................................................................... 721,591
Borrowings................................................................... 152,562
Shareholders' equity......................................................... 76,085
ASSET QUALITY RATIOS:
Non-performing loans to total loans.......................................... 0.25%
Non-performing assets to total assets........................................ 0.23
Allowance for possible loan losses to total loans............................ 0.87
Allowance for possible loan losses to non-performing loans................... 352.05
Net charge-offs to average loans(1).......................................... 0.31
CAPITAL RATIOS:(3)(4)
Shareholders' equity to total assets......................................... 7.94%
Tier 1 capital to total assets............................................... 6.57
Tier 1 capital to risk-weighted assets....................................... 10.88

- ---------------
<FN>
(1) Ratios for the three months ended March 31, 1996 are stated on an annualized
basis.

(2) The efficiency ratio is equal to non-interest expense less amortization of
intangible assets divided by net interest income plus non-interest income
less gains or losses on securities transactions.

(3) For definitions and further information relating to the Company's and
County's regulatory capital requirements, see "Supervision and Regulation."

(4) Ratios are calculated based on period-end balances.

</TABLE>

RECENT DEVELOPMENTS OF THE COMPANY

The Company's net income totaled $1.6 million, or $0.52 per share, during
the three months ended June 30, 1996, as compared to $1.4 million or $0.47 per
share for the same period in 1995. On a per share basis, net income increased
10.6% from the prior year. This represented an annualized return on average
assets of 1.31% and an annualized return on average equity of 12.29%, compared
to 1.29% and 12.19%, respectively, for the same period in 1995.

Net interest income for the three months ended June 30, 1996 was $4.5
million, an increase of $312,000, or 7.4%, over the same period in 1995.
Non-interest income increased $232,000, or 19.2%, from the prior year, largely
due to growth in SBA lending and sales activities coupled with increased income
from trust services.

The increase in income was partially offset by a higher provision for
possible loan losses, which totaled $318,000, a 58.2% increase over the same
period in 1995. The higher provision for the period generally reflected overall
loan growth over the previous year. Overall asset quality for the Company for
the period ended June 30, 1996 was consistent with that reported for the period
ended March 31, 1996.

Total non-interest expense was $3.5 million for the three month period
ended June 30, 1996, an increase of $248,000, or 7.6%, over the same period in
1995. The beneficial impact of the lower FDIC assessment rates in the second
quarter of 1996 versus 1995 were offset by higher operating expenses resulting
from growth and expanded activities.

At June 30, 1996, total assets were $488.1 million, total loans were $284.0
million, deposits were $366.5 million and shareholders' equity was $50.5
million. Book value per share at that date was $16.98.

10
<PAGE> 11

RECENT DEVELOPMENTS OF COUNTY

County's net income totaled $1.1 million during the three months ended June
30, 1996, as compared to net income of $863,000 for the same period in 1995, an
increase of $225,000, or 26.1%. This represented an annualized return on average
assets of 0.88% and an annualized return on average equity of 12.56%, compared
to 0.73% and 11.01%, respectively, for the same period in 1995.

Net interest income for the three months ended June 30, 1996 was $3.6
million, an increase of $381,000, or 11.8%, over the same period in 1995.
County's net interest margin was 2.95% during the second quarter of 1996,
compared to 2.81% during the same period in 1995 and 2.90% in the first quarter
of 1996. Non-interest income decreased $25,000, or 6.5%, from the prior year,
largely due to a reduction in gains on sales of investment securities.

The increase in income also resulted from a lower provision for possible
loan losses, which totaled $63,000, a 59.9% decrease over the prior year.
County's ratio of non-performing assets to total assets at June 30, 1996 was
0.24%, as compared to 0.37% at June 30, 1995. This decrease was a result of
sales of real estate owned. At June 30, 1996, the allowance for possible loan
losses to total loans was 0.53%, and the allowance for possible loan losses to
non-performing loans was 274.4%.

Total non-interest expense was $2.3 million for the three month period
ended June 30, 1996, a decrease of $94,000, or 4.0%, over the same period in
1995. The decrease was a result of a reduction in legal and advertising
expenses. County's efficiency ratio for the three months ended June 30, 1996 was
58.4%, as compared to 68.3% for the same period in 1995.

At June 30, 1996, total assets were $521.7 million, total loans were $401.0
million, deposits were $352.7 million and shareholder's equity was $35.1
million.

11
<PAGE> 12

RISK FACTORS

An investment in the securities offered pursuant to this Prospectus may
involve a high degree of risk. The several risk factors discussed below, along
with general investment risks and the other matters discussed in this
Prospectus, should be considered in making an investment decision and in
evaluating the Company's Common Stock.

NO ASSURANCE OF SUCCESSFUL ACQUISITION. The Acquisition is expected to
increase the Company's consolidated assets by approximately 99.1% to $958.5
million, based on pro forma financial information at March 31, 1996. The
Acquisition is subject to certain risks that could adversely affect the
Company's financial condition and profitability. These risks may include, among
others, incorrectly assessing County's future earnings potential or encountering
difficulty in integrating County's operations into the Company's holding company
structure. The Company's acquisitions to date have been limited to the
acquisition of a $30.6 million branch and the acquisition of Bellbrook, which
had $23.0 million of assets. There can be no assurance that the Company will be
able to successfully integrate County into its holding company structure.

GROWTH STRATEGY. The Company has pursued and will continue to pursue a
strategy of growth. The success of the Company's growth strategy will depend
largely upon its ability to manage its credit risk and control its costs while
providing competitive products and services. This growth strategy may present
special risks, such as the risk that the Company will not efficiently handle
growth with its present operations, the risk of dilution of book value and
earnings per share as a result of an acquisition, the risk that earnings will be
adversely affected by the start-up costs associated with establishing new
products and services, the risk that the Company will not be able to attract and
retain qualified personnel needed for expanded operations, and the risk that its
internal monitoring and control systems may prove inadequate. On a pro forma
basis at March 31, 1996, the Acquisition would have reduced the Company's Tier 1
capital to total assets from 10.41% to 6.57%. Consequently, the Company's
ability to complete acquisitions for consideration other than stock will be
limited in the near future.

RISK OF CHANGES IN THE SBA PROGRAM. The Company's strategic plan includes
an emphasis on continued growth of its SBA lending program. Loans generated
through this program contain portions (typically 75%) which are government
guaranteed. These guaranteed portions have been sold on the secondary market at
gains. The non-interest income generated from these sales is a growing source of
revenue and continues to play a larger role in the earnings of the Company. For
the quarter ended March 31, 1996, non-interest income from the sale of these
loans was $596,000 compared to $1.3 million, $668,000, and $416,000 for the
years ended 1995, 1994 and 1993, respectively. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations of the Company."
Future non-interest income from these activities depends on the Company's
ability to generate and sell loans under the SBA lending program. The SBA
lending program is a federal government program, instituted through legislation.
Uncertainties exist surrounding government programs, including the SBA, due to
scrutiny by the United States Congress. There can be no assurance that the SBA
lending program will continue in its present manner. Changes in the SBA program
and/or increased competition for such loans could have an adverse effect on the
Company's profitability, and require changes in the Company's SBA lending
strategy. Furthermore, secondary market gains are difficult to forecast and the
impact of such gains will affect the predictability of the Company's net income.

IMPACT OF INTEREST RATES AND ECONOMIC CONDITIONS. The Company's operating
results may be materially and adversely affected by factors beyond its control,
such as changes in prevailing national and local economic conditions, including
declines in real estate market values, rapid changes in interest rates and the
monetary and fiscal policies of the Federal Government. See "Supervision and
Regulation." The Company's profitability is significantly affected by the
difference between the interest rates earned on loans, securities and other
assets and the interest rates paid on deposits and other interest-bearing
liabilities. Like most banking institutions, the Company's net interest margin
will continue to be affected by general economic conditions and other factors
that influence market interest rates and the Company's ability to respond to
changes in such rates. An increase or decrease in rates could have a positive or
negative effect on the Company's net income, capital and liquidity.

12
<PAGE> 13

See "Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Company" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations of County."

ACCOUNTING FOR THE ACQUISITION; EFFECT OF INCREASES IN MARKET INTEREST
RATES. The Acquisition will be accounted for using the purchase method of
accounting. Under the purchase method of accounting, all of the assets and
liabilities of County acquired by the Company will be adjusted to their
estimated fair values as of the acquisition date, and the resultant discounts
and premiums will be accreted into or amortized against income over the expected
economic lives of the related assets and liabilities. Additionally, the Company
expects to record a core deposit intangible asset of approximately $3.4 million,
to be amortized over its estimated life of 15 years on an accelerated basis and
an asset of approximately $3.0 million for non-competition agreements to be
amortized over their five year lives. It is expected that the purchase price for
County will exceed the net fair value of the assets acquired and the liabilities
assumed in the Acquisition. The difference will be recorded as goodwill on the
Company's consolidated financial statements and will be amortized over 25 years
using the straight-line method.

Significant increases in market interest rates prior to the consummation of
the Acquisition would result in declines in the fair value of County's
held-to-maturity portfolio of investment securities and loan portfolio. Such a
decline in fair value would result in a corresponding increase in the amount of
goodwill recorded on the Company's consolidated financial statements as a result
of the Acquisition and a lower tangible book value of the consolidated entity.

PROPOSED LEGISLATION. Various bills have been introduced in Congress that,
if adopted, would result in, among other things, the merger of the Savings
Association Insurance Fund (the "SAIF") of the FDIC into the Bank Insurance Fund
(the "BIF") of the FDIC and a one-time charge assessed against financial
institutions with SAIF deposits equal to approximately 0.85% to 0.90% of their
deposits subject to the SAIF assessments. At March 31, 1996, County had
approximately $364.7 million of deposits insured by the SAIF and the Company had
approximately $34.7 million of previously acquired thrift deposits that are
subject to SAIF assessments. Consequently, the imposition of the proposed
one-time charge would have a material adverse impact during the period incurred
on the profitability of the Company, unless such charge is imposed within one
year of the closing of the Acquisition, in which case it would be accounted for
as a purchase price adjustment and would increase the amount of goodwill
recorded on the Company's consolidated financial statements as a result of the
Acquisition. See "Supervision and Regulation -- Recent Developments." Based upon
the 0.90% estimated assessment and deposits at March 31, 1996, the Company's pro
forma one-time charge would be $3.6 million before taxes.

ALLOWANCE FOR LOAN LOSSES. The inability of borrowers to repay loans can
erode the earnings and the capital of the Company. The Company maintains an
allowance for possible loan losses to provide for loan defaults and
non-performance. The allowance is based on the Company's prior experience with
loan losses as well as an evaluation of the risks in the Company's current
portfolio, including current and anticipated economic conditions, and is
maintained at a level considered adequate by management to absorb anticipated
losses. See "Business of the Company -- Lending Practices -- Loan Loss
Experience." The amount of any future losses is susceptible to changes in
economic, operating and other conditions, including changes in interest rates,
that may be beyond the control of the Company. A significant amount of the
Company's existing loans are to businesses and individuals located in its
primary market areas and any periodic fluctuations in the economic conditions of
those areas could have a materially adverse impact on the Company. There can be
no assurance that the Company's allowance for possible loan losses will be
adequate to cover actual losses. Future additions to the Company's allowance for
possible loan losses could result in a material decrease in the Company's net
income.

HOLDING COMPANY STRUCTURE; GOVERNMENT REGULATION AND POLICIES. The
profitability of the Company is dependent on the profitability of its Bank
Subsidiaries and the upstream payment of dividends from the Bank Subsidiaries to
the Company. Under state and federal banking law, the payment of dividends by
the Company and the Bank Subsidiaries is subject to capital adequacy
requirements. The inability of the Bank Subsidiaries

13
<PAGE> 14

to generate profits and pay such dividends to the Company, or regulatory
restrictions on the payment of such dividends to the Company even if earned,
would have an adverse effect on the financial condition and results of
operations of the Company. See "Price Range of Common Stock and Dividends" and
"Supervision and Regulation."

As a bank holding company, the Company is subject to regulation,
examination and supervision by the FRB. FNB is a national bank and is subject to
regulation, examination and supervision by the Office of the Comptroller of the
Currency (the "OCC"). Bellbrook is an Ohio-chartered, federally insured bank and
is subject to regulation by the Ohio Division of Financial Institutions and by
the FDIC. These regulations are primarily intended to protect depositors and may
impose limitations on the Company which may not be in the best interest of its
shareholders.

County is subject to regulation, examination and supervision by the OTS.
Upon consummation of the Acquisition, the Company will become a savings and loan
holding company in addition to being a bank holding company. Consequently, the
Company must register with the OTS as a savings and loan holding company within
90 days after the consummation of the Acquisition. Thereafter, the Company will
be subject to regulation, periodic reporting requirements, and examination by
the OTS in addition to continuing regulation by the FRB. See "Supervision and
Regulation."

Regulations now affecting the Company, the Bank Subsidiaries and County may
be changed at any time, and the interpretation of those regulations by examining
authorities also is subject to change. Legislative proposals are made from time
to time which, if enacted, could adversely affect financial institutions
generally, including the Company. There can be no assurance that future changes
in the regulations or in the interpretation thereof will not adversely affect
the business of the Company, the Bank Subsidiaries or County. Changes in the
Federal Government's monetary, fiscal, housing finance or tax policies may also
adversely affect the business of the Company, the Bank Subsidiaries or County.
See "Supervision and Regulation."

COMPETITION. Depository institutions operate in a highly competitive
environment. The Company competes with other depository institution holding
companies and with commercial banks, savings institutions, credit unions,
finance companies, mortgage companies, mutual funds, and other financial
institutions, many of which have substantially greater financial resources than
the Company. Certain of these competitors offer products and services that are
not offered by the Company and certain competitors are not subject to the same
extensive laws and regulations as the Company. Recent and proposed regulatory
changes may further intensify competition in the Company's market area. See
"Supervision and Regulation -- Recent Developments."

ANTI-TAKEOVER PROVISIONS. Provisions of the Company's Articles of
Incorporation and Code of Regulations, as well as Ohio law, may have the effect
of delaying or preventing a change in control of the Company and may make more
difficult the removal of incumbent management even if such transactions could be
beneficial to the shareholders of the Company. See "Description of the Company's
Capital Stock."

14
<PAGE> 15

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the
Company's Common Stock offered hereby are expected to be approximately $25.9
million ($29.8 million if the Underwriters' over-allotment option is exercised).

The net proceeds of the Offering will be used to pay a substantial part of
the purchase price payable by the Company on consummation of the Acquisition. A
portion of the purchase price will be obtained from borrowings under a loan
agreement to be entered into with LaSalle National Bank (the "Loan"). Pursuant
to the loan agreement, the Company may borrow up to $15.0 million in the form of
a seven-year term loan expiring September 1, 2003, with annual interest payable
at a floating rate equal to the London Interbank Offered Rate ("LIBOR") plus
1.35%. The Company will be required to make quarterly interest payments
beginning 90 days from the date of funding of the Loan. The Company will be
required to make annual principal payments beginning 18 months from funding,
based upon a 10-year amortization. The Company will pledge all of the
outstanding shares of FNB as security for the Loan. The loan agreement will
contain certain financial covenants which will require (i) the Company to
maintain a minimum ratio of total capital to risk-weighted assets of 10%; (ii)
each of the Bank Subsidiaries and County, which represent greater than 10% of
the Company's consolidated capital, to maintain a minimum ratio of Tier 1
capital to risk-weighted assets of 6.0%, Tier 1 capital to average assets of
5.0% and total capital to risk-weighted assets of 10.0%; (iii) the Company to
maintain a minimum annualized return on average assets of not less than 0.75%;
(iv) FNB, Bellbrook and County to maintain a minimum annualized return on
average assets of not less than 1.00%, 0.75% and 0.75%, respectively; and (v)
each of FNB, Bellbrook and County to maintain a ratio of non-performing loans to
equity capital of less than 25.0% and a minimum ratio of allowance for possible
loan losses to non-performing loans of 100.0%, 50.0% and 50.0%, respectively.
The loan agreement will restrict the Company's ability to sell assets, grant
security interests in the stock of the Bank Subsidiaries and County, merge or
consolidate, and engage in business activity unrelated to banking. Failure of
the Company to maintain the required financial covenants is an event of default,
and in such event, the LaSalle National Bank could accelerate the maturity of
the Loan, requiring the Company to pay the outstanding balance and accrued
interest immediately. In addition, the loan agreement will restrict the
incurrence of new debt. There is no prepayment penalty associated with the Loan.
The Company and LaSalle National Bank have negotiated the terms of the loan
agreement and the Company believes that the Loan will close concurrently with
the closing of this Offering. The remaining portion of the purchase price
payable by the Company on consummation of the Acquisition, estimated to be $6.7
million, will be funded from the Company's existing cash. See "Pending
Acquisition."

15
<PAGE> 16

CAPITALIZATION

The following table sets forth the capitalization of the Company and County
(i) on a historical basis and (ii) on a pro forma basis as adjusted to give
effect to the Offering (assuming no exercise of the Underwriters' over-allotment
option and net proceeds of $25.9 million after deduction of all estimated
expenses of the Offering), borrowings of $15.0 million from the Loan and the
Acquisition. The information set forth below should be read in conjunction with
the Consolidated Financial Statements of the Company and County, including the
notes thereto, which appear elsewhere in this Prospectus, and in conjunction
with the Unaudited Pro Forma Consolidated Financial Information, including the
notes thereto, appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1996
-----------------------------------
COMPANY COUNTY PRO FORMA
-------- -------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Borrowings:
Short-term debt....................................... $ 4,900 $ 66,040 $ 70,931
Long-term debt........................................ 66,631 -- 81,631
-------- -------- --------
Total borrowings................................. 71,531 66,040 152,562
-------- -------- --------
Shareholders' equity:
Common Stock of the Company, $10.00 par value per share;
7,500,000 shares authorized, 3,033,919 shares issued at
March 31, 1996 and 4,033,919 shares issued as adjusted... 30,340 600 40,340
Additional paid-in capital............................ 6,905 -- 22,785
Retained earnings..................................... 14,134 33,822 14,134
Treasury stock, 61,447 shares at cost................. (1,155) -- (1,155)
Net unrealized gain (loss) on securities
available-for-sale.................................. (19) 11 (19)
-------- -------- --------
Total shareholders' equity................................. 50,205 34,433 76,085
-------- -------- --------
Total capitalization....................................... $121,736 $100,473 $ 228,647
======== ======== ========
</TABLE>

16
<PAGE> 17

PRICE RANGE OF THE COMPANY'S COMMON STOCK AND DIVIDENDS

The Company's Common Stock is listed for quotation on the Nasdaq National
Market under the symbol "BFOH." Although transactions in the Company's Common
Stock have been, and are expected to continue to be, facilitated by
market-makers, the average weekly trading volume during the year ended December
31, 1995 was approximately 5,856 shares. There can be no assurance that an
active or liquid trading market in the Company's Common Stock will develop or
continue.

The table below indicates the high and low bid information, as reported by
the Nasdaq National Market, and the cash dividends declared per share, for the
Company's Common Stock during the periods indicated, in each case adjusted as if
the two-for-one stock split effected in the form of a stock dividend in May 1994
had occurred prior to such periods. Such market quotations reflect interdealer
prices, without retail mark-up, mark-down or commission, and may not necessarily
represent actual transactions.

<TABLE>
<CAPTION>
CASH
DIVIDENDS
HIGH LOW DECLARED
------ ------ ---------
<S> <C> <C> <C>
1994:
First quarter.................................... $23.50 $22.50 $ 0.22
Second quarter................................... 24.50 22.50 0.22
Third quarter.................................... 24.50 24.00 0.22
Fourth quarter................................... 24.00 24.00 0.23
1995:
First quarter.................................... $24.00 $24.00 $ 0.23
Second quarter................................... 26.00 24.00 0.23
Third quarter.................................... 26.50 26.00 0.23
Fourth quarter................................... 29.50 26.50 0.25
1996:
First quarter.................................... $34.50 $29.50 $ 0.25
Second quarter................................... 35.25 30.50 0.25
Third quarter (through August 8, 1996)........... 34.50 27.50 N/A
</TABLE>

On August 8, 1996, there were approximately 1,170 holders of record of the
Company's Common Stock. On August 8, 1996, the closing price for the Company's
Common Stock as reported on the Nasdaq National Market was $28.50 per share.

The holders of the Company's Common Stock are entitled to receive such
dividends as may be declared from time to time by the Board of Directors of the
Company out of funds legally available therefor. The Board of Directors of the
Company considers payment of dividends quarterly. The ability of the Company to
pay dividends is currently dependent upon its receipt of dividends from the Bank
Subsidiaries and, following consummation of the Acquisition, will be dependent
upon its receipt of dividends from the Bank Subsidiaries and County. The ability
of the Bank Subsidiaries and County to pay dividends is subject to regulatory
restrictions. See "Supervision and Regulation."

The Company has paid regular cash dividends on its Common Stock since it
commenced operations in 1990. The Company does not expect that the regulatory
restrictions applicable to the Company, the Bank Subsidiaries or County will
significantly affect the operations of the Company or impair the ability of the
Company to continue to pay dividends, and the Company currently expects to pay
dividends on its Common Stock after the Acquisition at the Company's current
rate. There can be no assurance, however, that any such dividends will be paid
by the Company or that such dividends will not be reduced or eliminated in the
future. The timing and amount of any dividends will depend upon the earnings,
capital requirements and financial conditions of the Company, the Bank
Subsidiaries and County, as well as the general economic conditions and other
relevant factors affecting those entities.

17
<PAGE> 18

PENDING ACQUISITION

The Company has entered into the Purchase Agreement dated March 27, 1996
with FFG, the sole shareholder of County, pursuant to which the Company will
acquire all of the outstanding capital stock of County for an aggregate purchase
price of $47.8 million, subject to certain adjustments. Either the Company or
FFG may terminate the Purchase Agreement if the closing of the Acquisition has
not occurred on or before September 30, 1996, unless the closing has been
delayed pending receipt of necessary regulatory approvals, in which case the
closing must occur on or before October 31, 1996. In addition, FFG may terminate
the Purchase Agreement if the Company does not have cash or cash equivalents (or
a firm commitment to finance the Acquisition) on or prior to September 15, 1996,
and if the Company has obtained such a firm commitment for financing, the
Company must have funded such commitment by October 15, 1996. If the Purchase
Agreement is terminated because the Company fails to obtain the necessary
funding to pay the purchase price, the Company will be required to pay FFG a fee
equal to $2.0 million. The purchase price includes an aggregate of $3.0 million
to be paid to certain shareholders of FFG pursuant to non-competition agreements
entered into with the Company. The Company expects to fund the purchase price
with the proceeds from this Offering, from a $15.0 million Loan with a financial
institution, and from existing cash. As a result of the Acquisition, the
Company's consolidated assets are expected to nearly double, from approximately
$481.5 million as of March 31, 1996 to approximately $958.5 million upon
consummation of the Acquisition on a pro forma basis.

County is a state-chartered savings and loan association headquartered in
Columbus, Ohio, and is a wholly-owned subsidiary of FFG. As of March 31, 1996,
County had assets of $468.4 million, total deposits of $364.7 million and
shareholder's equity of $34.4 million.

County is a community-oriented savings institution that conducts its
operations through 10 full-service offices, six of which are located in Licking
County and four of which are located in Franklin County, Ohio. At March 31,
1996, approximately $188.2 million, or 51.6% of County's total deposits, were
located in Licking County. As of June 30, 1995, County had 14.1% of federally
insured deposits in Licking County, which was the second largest market share.
At March 31, 1996, approximately $176.5 million, or 48.4% of County's total
deposits, were located in Franklin County. As of June 30, 1995, County had 1.0%
of federally insured deposits in Franklin County, which was the tenth largest
market share among banks and thrifts. Although all of central Ohio has
experienced notable economic growth over the past 20 years, eastern Franklin
County and western Licking County have recently experienced a significant
increase in housing construction and new business activity.

The Acquisition will expand the Company's presence in Licking County as
well as provide further penetration of the Franklin County banking market. The
Company's management believes it can achieve revenue enhancements, operating
efficiencies and additional growth opportunities as a result of the Acquisition.
Revenue enhancements are anticipated from, among other things, the expansion of
the Company's small business lending, trust, private banking, and ATM services
through County's branch network. Additionally, the Company's management
anticipates that County's active participation in multi-family residential
lending and secondary mortgage activities will support increased loan
originations in the Company's current markets. Operating efficiencies are
anticipated from the integration of the operations of County into the Company's
holding company structure. This will involve, but is not limited to, the
consolidation of County's data processing, human resources, marketing,
investment management, accounting and internal audit functions with those of the
Company. Furthermore, the consolidation of FNB's residential mortgage loan
operations with those of County are expected to provide additional
post-acquisition synergies. The Company also believes that additional growth
opportunities may result from the Company's increased presence in a larger
market for financial services.

18
<PAGE> 19

Offering with net proceeds to the Company of not less than $25.0 million. On
July 24, 1996, the Company received approval for consummation of the Acquisition
from the OTS and the Ohio Division of Financial Institutions. County and the
Company are in compliance with all conditions and other requirements required to
have been satisfied prior to the date hereof. None of the shares of the
Company's Common Stock offered hereby will be sold unless the Company and the
Representative determine that all of the material conditions precedent to the
consummation of the Acquisition have been or will be fulfilled, or waived to the
satisfaction of the Representative, concurrently with the sale of the shares of
the Company's Common Stock offered hereby. Completion of the Acquisition is
conditioned upon receipt of all necessary regulatory approvals, consummation of
the Offering and receipt of the Loan proceeds. It is expected that the
Acquisition will be consummated simultaneously with the closing of this
Offering. See "Underwriting."

The Purchase Agreement provides that the purchase price is to be adjusted
dollar for dollar to the extent County's total shareholder's equity is more or
less than "Minimum Required Capitalization," as defined in the Purchase
Agreement, on the date of closing of the Acquisition. The Minimum Required
Capitalization is equal to $35.0 million less the amount of any special
assessment for the recapitalization of SAIF, net of tax benefits to FFG. In the
event County's total shareholder's equity is less than $30.0 million, the
Company has no obligation to complete the Acquisition. At March 31, 1996,
County's total shareholder's equity was $34.4 million. Between March 31, 1996
and closing of the Acquisition, County's shareholder's equity will be affected
by County's earnings, adjustments to the value of County's available-for-sale
securities portfolio and dividends paid by County to FFG. The Company and County
anticipate that County's shareholder's equity will approximate $35.0 million at
closing of the Acquisition. Accordingly, no purchase price adjustment is
currently expected.

The table below presents certain unaudited condensed and consolidated
historical financial and operating data for the Company and certain unaudited
pro forma condensed consolidated financial and operating data for the Company
after giving effect to (i) the Offering, (ii) the Acquisition as if it had
occurred as of March 31, 1996, except as noted, and (iii) the pro forma
adjustments described in the notes to the Unaudited Pro Forma Consolidated
Financial Statements of the Company which appear elsewhere in this Prospectus.
The amount of pro forma consolidated net income for the three month period ended
March 31, 1996 shown below does not reflect any revenue enhancements or cost
savings anticipated by management of the Company as a consequence of the
Acquisition.

<TABLE>
<CAPTION>
AT OR FOR THE
THREE MONTHS ENDED
MARCH 31, 1996
-------------------------------
ACTUAL PRO FORMA
-------- ------------------
(IN THOUSANDS)
<S> <C> <C>
Loans................................................. $277,715 $629,859
Deposits.............................................. 356,236 721,591
Assets................................................ 481,490 958,510
Shareholders' equity.................................. 50,205 76,085
Net income............................................ 1,855 2,377(1)

- ---------------
<FN>
(1) Assuming the Acquisition occurred as of January 1, 1996.
</TABLE>

As a condition to the Acquisition, the Company required certain of the
shareholders of FFG to enter into non-competition agreements. These agreements
provide that the shareholders will not compete with the Company within Licking
or Muskingum Counties for 60 months following the closing of the Acquisition.
The total consideration paid by the Company to the shareholders pursuant to
these agreements is to be $3.0 million.

In connection with the indemnification of the Company by FFG under the
Purchase Agreement, certain of the FFG shareholders entered into an
indemnification agreement. The indemnification agreement provides that if there
is a breach of FFG's representations to the Company because of a suit or
threatened suit based on the claim that a person is or has the right to become a
shareholder of County or has the right to any proceeds

19
<PAGE> 20

paid to FFG, and the Company decides to exercise its right under the Purchase
Agreement to not close the Acquisition, then the FFG shareholders have the
option in most circumstances to agree to indemnify the Company against damages
resulting from this breach and require it to close. The indemnification
agreement also provides that in the event FFG's net worth is less than
$3,000,000, the FFG shareholders will assume FFG's liabilities under the
indemnification provision of the Purchase Agreement up to an amount equal to the
difference between FFG's net worth and $3,000,000.

In anticipation of the Acquisition, the Company required that County enter
into employment agreements with Edward N. Cohn, Michael S. Kappas, Gary L.
McGlaughlin and Kim M. Taylor (the "Officers") in order to assure continuity of
management of County during the change of control. The contracts provide for two
year terms as officers with provisions for salary for each at least equal to the
respective salaries at closing of the Acquisition (an aggregate of $598,000 in
annual base salaries at July 26, 1996), bonuses, as determined by the Board of
Directors, expenses and benefits. The Officers also are entitled to benefits
upon a subsequent change of control of County (other than the Acquisition) or
the Company. In the event of a change of control, and if the Officer is
terminated without cause, County is required under the employment agreements to
pay such Officer a lump sum amount equal to his annual base salary and maintain
his health benefits for the remaining term of the employment agreement. The
contracts also provide for a two year covenant not to compete.

20
<PAGE> 21

SELECTED CONSOLIDATED FINANCIAL DATA OF THE COMPANY

The following selected financial data should be read in conjunction with
the consolidated financial statements of the Company and the notes thereto which
appear elsewhere in this Prospectus and with "Management's Discussion and
Analysis of Financial Condition and Results of Operations of the Company"
appearing elsewhere in this Prospectus. The selected consolidated financial data
of the Company has been derived from the consolidated financial statements of
the Company which (other than as of and for the three-month periods ended March
31, 1996 and 1995) have been audited by Coopers & Lybrand L.L.P., independent
certified public accountants. The consolidated financial statements of the
Company at December 31, 1995 and 1994 and for each of the years in the
three-year period ended December 31, 1995, together with Coopers & Lybrand
L.L.P.'s report thereon, appear elsewhere in this Prospectus. The selected
consolidated financial data of the Company as of March 31, 1996 and for the
three-month period then ended is unaudited but reflects, in the opinion of
management of the Company, all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of such data. Results for the
three months ended March 31, 1996 are not necessarily indicative of results that
may be expected for any other interim period or for the year as a whole.

<TABLE>
<CAPTION>
AT OR FOR THE THREE
MONTHS ENDED
MARCH 31, AT OR FOR THE YEAR ENDED DECEMBER 31,
------------------- ----------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
-------- -------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Interest income............................... $ 9,141 $ 7,849 $ 34,063 $ 27,652 $ 24,863 $ 25,087 $ 25,927
Interest expense.............................. 4,408 3,638 16,357 11,259 9,321 10,310 13,576
-------- -------- -------- -------- -------- -------- --------
Net interest income........................... 4,733 4,211 17,706 16,393 15,542 14,777 12,351
Provision for possible loan losses............ 292 201 967 338 799 1,044 849
Non-interest income........................... 1,564 1,114 4,984 3,801 3,569 2,873 2,197
Non-interest expense.......................... 3,387 3,209 12,805 11,410 10,568 9,702 8,620
-------- -------- -------- -------- -------- -------- --------
Income before income taxes.................... 2,618 1,915 8,918 8,446 7,744 6,904 5,079
Provision for federal income tax.............. 763 582 2,706 2,572 2,323 1,986 1,341
-------- -------- -------- -------- -------- -------- --------
Net income.................................... $ 1,855 $ 1,333 $ 6,212 $ 5,874 $ 5,421 $ 4,918 $ 3,738
======== ======== ======== ======== ======== ======== ========
PER SHARE DATA:(1)
Net income.................................... $ 0.62 $ 0.45 $ 2.09 $ 1.98 $ 1.82 $ 1.65 $ 1.25
Dividends..................................... 0.25 0.23 0.94 0.89 0.82 0.73 0.73
Book value.................................... 16.89 15.51 16.82 14.76 14.23 13.19 12.25
Tangible book value........................... 16.86 15.48 16.80 14.72 14.17 13.12 12.20
BALANCE SHEET DATA:
Total assets.................................. $481,490 $434,233 $476,429 $429,384 $387,202 $355,923 $317,385
Loans......................................... 277,715 254,735 268,818 247,943 212,083 183,334 156,807
Allowance for possible loan losses............ 3,406 3,199 3,307 3,095 3,007 2,384 1,731
Securities.................................... 178,195 156,351 178,252 153,595 148,724 147,916 137,242
Deposits...................................... 356,236 328,516 348,545 320,836 310,586 310,118 276,232
Borrowings.................................... 71,531 57,839 74,135 63,525 32,986 4,900 3,000
Shareholders' equity.......................... 50,205 46,090 50,010 43,844 42,295 39,350 36,569
PERFORMANCE RATIOS:(2)
Return on average assets...................... 1.52% 1.26% 1.38% 1.48% 1.51% 1.47% 1.20%
Return on average equity...................... 14.93 13.11 13.05 13.28 13.19 12.85 10.41
Net interest margin........................... 4.28 4.31 4.27 4.49 4.78 4.88 4.41
Interest rate spread.......................... 3.97 4.09 3.55 3.89 4.22 4.26 3.53
Non-interest income to average assets......... 1.30 1.05 1.11 0.95 0.99 0.83 0.68
Non-interest expense to average assets........ 2.83 3.03 2.84 2.87 2.94 2.81 2.65
Efficiency ratio(3)........................... 53.69 60.11 56.63 56.10 56.09 55.08 59.11
ASSET QUALITY RATIOS:
Non-performing loans to total loans........... 0.48% 0.22% 0.38% 0.21% 0.19% 0.46% 0.70%
Non-performing assets to total assets......... 0.28 0.13 0.22 0.12 0.11 0.24 0.34
Allowance for possible loan losses to total
loans....................................... 1.23 1.26 1.23 1.25 1.42 1.30 1.10
Allowance for possible loan losses to
non-performing
loans....................................... 254.4 575.4 323.0 608.1 731.6 284.8 158.7
Net charge-offs to average loans(2)........... 0.28 0.16 0.29 0.11 0.09 0.23 0.27
CAPITAL RATIOS(4)(5):
Shareholders' equity to total assets.......... 10.43% 10.61% 10.50% 10.21% 10.92% 11.06% 11.52%
Tier 1 capital to total assets................ 10.41 10.59 10.49 10.18 10.89 11.01 11.52
Tier 1 capital to risk-weighted assets........ 16.96 19.01 17.70 20.32 20.90 19.90 21.70
</TABLE>

- ---------------
(1) Per share data has been restated to reflect all stock dividends and stock
splits.

(2) Ratios for the three months ended March 31, 1996 and 1995 are stated on an
annualized basis.

(4) For definitions and further information relating to the Company's regulatory
capital requirements, see "Supervision and Regulation."

(5) Ratios are calculated based on period-end balances.

21
<PAGE> 22

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

For a comprehensive understanding of the Company's financial condition and
performance, this discussion should be considered in conjunction with the
Company's Consolidated Financial Statements, accompanying notes, and other
information contained elsewhere herein.

OVERVIEW

The reported results of the Company primarily reflect the operations of the
Bank Subsidiaries. The Company's results of operations are dependent on a
variety of factors, including the general interest rate environment, competitive
conditions in the industry, governmental policies and regulations and conditions
in the markets for financial assets. Like most financial institutions, the
primary contributor to the Company's income is net interest income, which is
defined as the difference between the interest the Company earns on
interest-earning assets, such as loans and securities, and the interest the
Company pays on interest-bearing liabilities, such as deposits and borrowings.
The Company's operations are also affected by non-interest income, such as
checking account and trust fees and gains from sales of loans. The Company's
principal operating expenses, aside from interest expense, consist of salaries
and employee benefits, occupancy costs, federal deposit insurance assessments,
and other general and administrative expenses.

On June 30, 1995, the Company acquired Bellbrook Bancorp, Inc. ("BBI") in a
transaction accounted for under the pooling-of-interests method of accounting
for business combinations. Accordingly, the Company's consolidated financial
statements have been restated for the periods prior to the transaction to
include BBI.

Average Balances and Yields. The following table presents, for each of the
periods indicated, the total dollar amount of interest income from average
interest-earning assets and the resultant yields, as well as the interest
expense on average interest-bearing liabilities, expressed both in dollars and
percentage rates, and the net interest margin. Net interest margin is calculated
on a fully tax equivalent basis ("FTE"), and refers to net interest income
divided by total interest-earning assets and is influenced by the level and
relative mix of interest-earning assets and interest-bearing liabilities. FTE
income includes tax exempt income, restated to a pre-tax equivalent, based on
the statutory federal income tax rate. All average balances are daily average
balances. Non-accruing loans are included in average loan balances.

22
<PAGE> 23
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31,
--------------------------------------------------------- ---------------------------
1996 1995 1995
--------------------------- --------------------------- ---------------------------
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSES RATE(1) BALANCE EXPENSES RATE(1) BALANCE EXPENSES RATE(1)
-------- -------- ------- -------- -------- ------- -------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Securities:

Taxable........................... $149,413 $ 2,537 6.81% $133,701 $ 2,192 6.63% $143,206 $ 9,631 6.73%
Tax-exempt........................ 27,572 487 7.08 20,239 404 8.07 21,931 1,738 7.92
-------- ------- -------- ------- -------- -------
Total securities................ 176,985 3,024 6.85 153,940 2,596 6.82 165,137 11,369 6.88
Loans (2):
Commercial........................ 114,108 2,776 9.76 106,977 2,497 9.47 108,189 10,836 10.02
Real estate....................... 109,023 2,163 7.96 102,066 1,980 7.87 104,978 8,319 7.92
Consumer.......................... 53,451 1,276 9.58 42,901 878 8.30 48,539 4,016 8.27
-------- ------- -------- ------- -------- -------
Total loans..................... 276,582 6,215 9.01 251,944 5,355 8.62 261,706 23,171 8.85
Federal funds sold................. 6,918 88 5.10 4,153 57 5.55 3,510 193 5.50
-------- ------- ---- -------- ------- ---- -------- ------- ----
Total earning assets(3)......... 460,485 9,327 8.15% 410,037 8,008 7.90% 430,353 34,733 8.07%
-------- ------- ---- -------- ------- ---- -------- ------- ----
Non-interest-earning assets........ 20,400 20,119 20,066
-------- -------- --------
Total assets....................... $480,885 $430,156 $450,419
======== ======== ========
Interest-bearing deposits:
Demand deposits................... $105,140 $ 771 2.94% $106,003 $ 733 2.80% $104,994 $ 3,057 2.91%
Savings deposits.................. 50,572 319 2.53 51,657 351 2.76 50,486 1,360 2.69
Time deposits..................... 163,054 2,288 5.63 128,556 1,643 5.18 142,987 8,008 5.60
-------- ------- -------- ------- -------- -------
Total........................... 318,766 3,378 4.25 286,216 2,727 3.86 298,467 12,425 4.16
Borrowings......................... 69,279 1,030 5.96 60,517 911 6.11 63,488 3,932 6.19
-------- ------- ---- -------- ------- ---- -------- ------- ----
Total interest-bearing
liabilities.................... 388,045 4,408 4.56% 346,733 3,638 4.26% 361,955 16,357 4.52%
------- ---- ------- ---- ------- ----
Non-interest-bearing deposits... 38,041 39,245 38,310
-------- -------- --------
Total interest-bearing
liabilities and
non-interest-bearing
deposits....................... 426,086 385,978 400,265
Accrued expenses and other......... 4,949 1,287 2,555
-------- -------- --------
Total liabilities............... 431,035 387,265 402,820
Shareholders' equity............ 49,850 42,891 47,599
-------- -------- --------
Total liabilities and shareholders'
equity............................ $480,885 $430,156 $450,419
======== ======== ========
Net interest income and interest
rate spread(4).................... $ 4,919 3.97% $ 4,370 4.09% $18,376 3.55%
======= ==== ======= ==== ======= ====
Net interest margin(5)............. 4.28% 4.31% 4.27%
Average interest-earning assets to
average interest-bearing
liabilities....................... 118.7% 118.3% 119.9%

1994 1993
--------------------------- ---------------------------
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSES RATE(1) BALANCE EXPENSES RATE(1)
-------- -------- ------- -------- -------- -------

<S> <C> <C> <C> <C> <C> <C>
Securities:
Taxable........................... $125,072 $ 7,846 6.27% $119,303 $ 7,767 6.51%
Tax-exempt........................ 19,019 1,497 7.87 16,919 1,311 7.75
-------- ------- -------- -------
Total securities................ 144,091 9,343 6.48 136,222 9,078 6.66
Loans (2):
Commercial........................ 98,606 8,543 8.66 85,715 7,438 8.68
Real estate....................... 99,476 7,495 7.53 87,725 6,411 7.31
Consumer.......................... 34,200 2,770 8.10 22,953 2,342 10.20
-------- ------- -------- -------
Total loans..................... 232,282 18,808 8.10 196,393 16,191 8.24
Federal funds sold................. 2,711 116 4.28 5,263 161 3.06
-------- ------- ---- -------- ------- ----
Total earning assets(3)......... 379,084 28,267 7.46% 337,878 25,430 7.53%
-------- ------- ---- -------- ------- ----
Non-interest-earning assets........ 18,930 21,238
-------- --------
Total assets....................... $398,014 $359,116
======== ========
Interest-bearing deposits:
Demand deposits................... $114,471 $ 2,992 2.61% $117,053 $ 3,136 2.68%
Savings deposits.................. 54,467 1,428 2.62 51,280 1,407 2.74
Time deposits..................... 111,467 4,964 4.45 108,372 4,534 4.18
-------- ------- -------- -------
Total........................... 280,405 9,384 3.35 276,705 9,077 3.28
Borrowings......................... 35,532 1,875 5.28 5,520 244 4.42
-------- ------- ---- -------- ------- ----
Total interest-bearing
liabilities.................... 315,937 11,259 3.56% 282,225 9,321 3.30%
------- ---- ------- ----
Non-interest-bearing deposits... 35,823 34,208
-------- --------
Total interest-bearing
liabilities and
non-interest-bearing
deposits....................... 351,760 316,433
Accrued expenses and other......... 2,017 1,584
-------- --------
Total liabilities............... 353,777 318,017
Shareholders' equity............ 44,237 41,099
-------- --------
Total liabilities and shareholders'
equity............................ $398,014 $359,116
======== ========
Net interest income and interest
rate spread(4).................... $17,008 3.89% $16,109 4.22%
======= ==== ======= ====
Net interest margin(5)............. 4.49% 4.78%
Average interest-earning assets to
average interest-bearing
liabilities....................... 120.0% 119.7%
</TABLE>

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

(1) Calculated on an annualized basis.

(2) Non-accrual loans are included in the average loan balances.

(3) Computed on an FTE basis utilizing a 34% tax rate. The applicable
adjustments were $186 and $159 for the three months ended March 31, 1996 and
1995, respectively, and $672, $579 and $528 for the years ended December 31,
1995, 1994 and 1993, respectively.

(4) Interest rate spread represents the difference between the average yield on
interest-earning assets and the average cost of interest-bearing
liabilities.

(5) The net interest margin represents net interest income as a percentage of
average interest-earning assets.

23
<PAGE> 24

Rate and Volume Variances. Net interest income may also be analyzed by
segregating the volume and rate components of interest income and interest
expense. The following table discloses the dollar changes in the Company's net
interest income attributable to changes in levels of interest-earning assets or
interest-bearing liabilities (volume), changes in average yields on
interest-earning assets and average rates on interest-bearing liabilities (rate)
and the combined volume and rate effects (total). For the purposes of this
table, the change in interest due to both rate and volume has been allocated to
volume and rate change in proportion to the relationship of the dollar amounts
of the change in each. In general, this table provides an analysis of the effect
on income of balance sheet changes which occurred during the periods and the
changes in interest rate levels.

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------------------
MARCH 31,
1996 VS. 1995 1995 VS. 1994 1994 VS. 1993
INCREASE (DECREASE) INCREASE (DECREASE) INCREASE (DECREASE)
-------------------------- -------------------------- --------------------------
VOLUME RATE TOTAL VOLUME RATE TOTAL VOLUME RATE TOTAL
------ ------ ------ ------ ------ ------ ------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans:
Commercial...................... $ 185 $ 94 $ 279 $ 880 $1,413 $2,293 $1,117 $ (12) $1,105
Real estate..................... 151 32 183 426 398 824 880 204 1,084
Consumer........................ 243 155 398 1,185 61 1,246 982 (554) 428
------ ------ ------ ------ ------ ------ ------ ------ ------
Total loans..................... 579 281 860 2,491 1,872 4,363 2,979 (362) 2,617
Securities:
Taxable....................... 280 65 345 1,192 593 1,785 368 (289) 79
Tax-exempt.................... 361 (278) 83 231 10 241 165 21 186
------ ------ ------ ------ ------ ------ ------ ------ ------
Total securities................ 641 (213) 428 1,423 603 2,026 533 (268) 265
Federal funds sold.............. 61 (30) 31 39 38 77 (95 ) 50 (45)
------ ------ ------ ------ ------ ------ ------ ------ ------
Total interest-earning
assets(1)..................... 1,281 38 1,319 3,953 2,513 6,466 3,417 (580) 2,837
------ ------ ------ ------ ------ ------ ------ ------ ------
Interest-bearing liabilities:
Deposits:
Demand deposits............... (37 ) 75 38 (260 ) 325 65 (68 ) (76) (144)
Savings deposits.............. (7 ) (25) (32) (106 ) 38 (68) 85 (64) 21
Time deposits................. 485 160 645 1,593 1,451 3,044 132 298 430
------ ------ ------ ------ ------ ------ ------ ------ ------
Total interest-bearing
deposits...................... 441 210 651 1,227 1,814 3,041 149 158 307
Borrowings.................... 237 (118) 119 1,685 372 2,057 1,575 56 1,631
------ ------ ------ ------ ------ ------ ------ ------ ------
Total interest-bearing
liabilities................... 678 92 770 2,912 2,186 5,098 1,724 214 1,938
------ ------ ------ ------ ------ ------ ------ ------ ------
Net interest income............. $ 603 $ (54) $ 549 $1,041 $ 327 $1,368 $1,693 $ (794) $ 899
====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>

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

(1) Computed on a fully tax-equivalent basis, assuming a tax rate of 34%.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND
1995

Net Income. Net income for the three months ended March 31, 1996 increased
39.2% to $1.9 million, as compared to $1.3 million for the three months ended
March 31, 1995. Earnings per share in the first quarter of 1996 equaled $0.62,
compared to $0.45 for the same period in 1995, a 37.8% increase. Net interest
income and non-interest income increased 12.4% and 40.4%, respectively, in the
three months ended March 31, 1996, as compared to the same period in 1995;
however, in the first three months of 1996 the provision for possible loan
losses and non-interest expense increased 45.3% and 5.6%, respectively. The
Company's net interest margin increased slightly to 4.28% for the first three
months of 1996 as compared to 4.31% for the first three months of 1995.
Non-interest income showed a significant increase due to increased originations
of SBA loans and sales of the guaranteed portion of such loans. The provision
for possible loan losses increased primarily due to an increase in the size of
the loan portfolio and an increase in net charge-offs. Non-interest expense
increased due to the expansion of operations. The Company's return on average
assets and return on average equity were 1.52% and 14.93%, respectively, in the
first quarter of 1996, as compared to 1.26% and 13.11%, respectively, in the
first quarter of 1995.

24
<PAGE> 25

Interest Income. Total interest income increased 16.5% to $9.1 million for
the first three months of 1996, as compared to $7.8 million for the first three
months of 1995. This increase primarily resulted from a $50.4 million, or 12.3%,
increase in average interest-earning assets between the two periods. The average
balance of loans increased $24.6 million, which was primarily a result of the
Company's continuing marketing efforts and its recent expansion into new
markets, as well as favorable economic conditions.

In addition, as a result of the generally higher interest rate environment,
the weighted average yield on interest-earning assets increased to 8.15% during
the first three months of 1996, as compared to 7.90% during the same three month
period in 1995. The Company's yield on average loans increased from 8.62% during
the three months ended March 31, 1995 to 9.01% during the three months ended
March 31, 1996. Yields on the investment portfolio remained more stable,
increasing from 6.82% during the first quarter of 1995 to 6.85% during the first
quarter of 1996.

Interest Expense. Total interest expense increased 21.2% to $4.4 million
for the three months ended March 31, 1996 as compared to $3.6 million for the
three months ended March 31, 1995. Interest expense increased due to a higher
average balance of interest-bearing liabilities outstanding and due to a higher
cost of funds during the three months ended March 31, 1996, as compared to the
same period in 1995. The average balance of deposit accounts increased $31.3
million, or 9.6%, from the first quarter in 1995 to the first quarter in 1996.
Average interest-bearing liabilities increased 11.9%, from $346.7 million to
$388.0 million.

The Company's cost of funds increased to 4.56% in the three months ended
March 31, 1996 as compared to 4.26% in the same period of 1995, generally due to
the higher level of market interest rates. The cost of funds was also affected
by the continued shift by customers into higher yielding certificates of
deposit.

Provision for Possible Loan Losses. The provision for possible loan losses
increased 45.3% to $292,000 in the first three months of 1996, as compared to
$201,000 in the first three months of 1995. The increase in the provision for
possible loan losses was affected by growth in new markets and products for
which the Company has limited loan loss experience, coupled with a higher level
of net charge-offs, $193,000 versus $97,000. Total loans increased 9.0% to
$277.7 million at March 31, 1996, from $254.7 million at the same date in 1995.
The allowance for possible losses on loans at March 31, 1996 was $3.4 million,
or 1.23% of total loans. Management's estimate of the adequacy of its allowance
for possible loan losses is based upon management's continuing review of
prevailing national and local economic conditions, changes in the size and
compensation of the portfolio and individual problem credits. Growth of the loan
portfolio, loss experience, economic conditions, delinquency levels, credit mix
and selected credits are factors that affect judgments concerning the adequacy
of the allowance.

Non-Interest Income. Total non-interest income increased 40.4% to $1.6
million in the three months ended March 31, 1996, as compared to $1.1 million in
the three months ended March 31, 1995. The increase in 1996 was largely a result
of increased gains on the sale of loans. During the first quarter of 1996, the
Company sold approximately $5.2 million of the guaranteed portion of its SBA
portfolio in the secondary market, realizing a gain of $596,000. See "Business
of the Company -- Lending Practices -- Commercial." This compared to first
quarter 1995 gains of $243,000 on guaranteed portions of loans sold totaling
$2.7 million.

Customer service fees, representing service charges on deposits and fees
from other banking services, decreased 8.1% in the first quarter of 1996, to
$411,000, from $447,000 in the 1995 period. The slight decrease was primarily
volume-related, due to the shift of deposits from demand and savings deposits
into time deposits. Trust income increased 19.4% to $375,000 in the first
quarter of 1996, from $314,000 in the 1995 period. Growth in trust and custodian
fee income resulted primarily from the expansion of the customer base and higher
asset values.

25
<PAGE> 26

The following table sets forth the Company's non-interest income for the
periods indicated:

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
----------------- ----------------------------
1996 1995 1995 1994 1993
------ ------ ------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Trust and custodian fees....................... $ 375 $ 314 $1,259 $1,129 $1,075
Customer service fees.......................... 411 447 1,714 1,726 1,448
Investment securities gains (losses)........... 2 -- 136 (57) 356
Gain on sale of loans.......................... 596 243 1,310 668 416
Other.......................................... 180 110 565 335 274
------ ------ ------ ------ ------
Total..................................... $1,564 $1,114 $4,984 $3,801 $3,569
====== ====== ====== ====== ======
</TABLE>

Non-Interest Expense. Total non-interest expense increased 5.6% to $3.4
million in the three months ended March 31, 1996, as compared to $3.2 million in
the three months ended March 31, 1995. Salaries and benefits increased $167,000
from period to period, which represented a 9.7% increase. The increase was
primarily a result of the Company's expansion efforts. Net occupancy costs
increased $24,000, or 13.3%, from 1995 to 1996. Other non-interest expenses,
which include miscellaneous general and administrative costs, increased $103,000
from the 1995 period, or 13.3%. Such increases were a result of the overall
increase in business levels. Offsetting such increases was a decrease of
$163,000, or 90.1%, in the Company's federal deposit insurance expense, as
BIF-insured institutions were granted a significant reduction in FDIC
assessments effective during the second quarter of 1995. See "Supervision and
Regulation."

The following table sets forth the Company's non-interest expense for the
periods indicated:

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
----------------- -------------------------------
1996 1995 1995 1994 1993
------ ------ ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Salaries and employee benefits.............. $1,887 $1,720 $ 6,866 $ 6,071 $ 5,578
Net occupancy expense....................... 205 181 752 643 533
Furniture and equipment expense............. 103 110 408 415 382
Data processing expense..................... 152 143 647 521 453
Taxes other than income taxes............... 144 129 518 496 529
Federal deposit insurance................... 18 181 430 717 693
Other....................................... 878 745 3,184 2,547 2,400
------ ------ ------- ------- -------
Total.................................. $3,387 $3,209 $12,805 $11,410 $10,568
====== ====== ======= ======= =======
</TABLE>

The efficiency ratio is one method used in the banking industry to assess
profitability. It is defined as non-interest expense divided by the net revenue
stream, which is the sum of net interest income on a tax-equivalent basis and
non-interest income excluding net investment securities gains or losses. The
Company's efficiency ratio was 53.7% for the first quarter of 1996, as compared
to 60.1% for the comparable period in 1995. Controlling costs and improving
productivity, as measured by the efficiency ratio, is considered by management a
primary factor in enhancing performance. It is expected that operating expenses
will continue to increase in 1996 due to the expansion of markets, increased
growth and volume of activities, and overall inflation.

Provision for Income Taxes. The provision for federal income taxes was
$763,000 for the three months ended March 31, 1996, an increase of 31.1% from
$582,000 in the three months ended March 31, 1995. The effective tax rate was
29.1% for the three months ended March 31, 1996 and 30.4% for the three months
ended March 31, 1995. The difference between the effective tax rates and the
federal statutory rate of 34% related principally to tax-exempt income from
obligations of states and political subdivisions and non-taxable loans.

26
<PAGE> 27

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994

Net Income. Net income of the Company totaled $6.2 million for the year
ended December 31, 1995, an increase of $338,000, or 5.8%, from 1994. Earnings
per share in 1995 equaled $2.09, compared to $1.98 in 1994, a 5.6% increase. The
higher earnings for 1995 resulted primarily from a $1.3 million, or 8.0%,
increase in net interest income and a $1.2 million, or 31.1%, increase in
non-interest income, which were partially offset by a $629,000, or 186.1%,
increase in the provision for possible loan losses, and a $1.4 million, or
12.2%, increase in non-interest expense. The Company's net interest margin
declined to 4.27% for 1995 as compared to 4.49% for 1994, largely as a result of
market-driven increases in interest rates, the shift in mix of deposits toward
higher cost time deposits and the Company's growth strategy of utilizing
long-term borrowings to more fully leverage its capital to enhance overall
earnings. The spread between the rate on such borrowings and the assets they
funded was more narrow than the Company's existing net interest margin and
spread. Non-interest income showed a significant increase due to increased
originations of SBA loans and sales of the guaranteed portion of such loans. The
provision for possible loan losses increased primarily due to an increase in the
size of the loan portfolio and an increase in net charge-offs. Non-interest
expense increased due to the expansion of operations. The Company's return on
average assets and return on average equity were 1.38% and 13.05%, respectively,
in 1995, as compared to 1.48% and 13.28%, respectively, in 1994.

Interest Income. Total interest income increased 23.2% to $34.1 million
for 1995 as compared to $27.7 million for 1994. This increase primarily resulted
from a $51.3 million, or 13.5%, increase in average interest-earning assets
during 1995. The average balance of loans increased 12.7% from $232.3 million in
1994 to $261.7 million in 1995, as a result of the implementation of the
Company's growth strategy.

The weighted average yield on interest-earning assets increased to 8.07%
during 1995, as compared to 7.46% during 1994, as a result of the generally
higher interest rate environment. The Company's yield on average loans increased
from 8.10% during 1994 to 8.85% during 1995. The average yield on investment
securities increased from 6.48% to 6.88% during the same period. The rate earned
on interest-earning assets increased more slowly during the period than the cost
of funds because increases in rates of adjustable rate loans generally lag the
market due to contractual limitations on the timing of adjustments.

Interest Expense. Total interest expense increased 45.3% to $16.4 million
for 1995, as compared to $11.3 million for 1994. Interest expense increased due
to a higher average balance of interest-bearing liabilities outstanding and due
to a higher cost of funds during 1995. Average interest-bearing liabilities
increased $46.0 million, or 14.6%, to $362.0 million during 1995, reflecting the
Company's efforts to leverage its capital position. The average balance of
deposit accounts increased $20.5 million, or 6.5%, to $336.8 million in 1995
compared to $316.2 million in 1994, as a result of the implementation of the
Company's growth strategy. Average borrowings increased $28.0 million, or 78.7%,
from $35.5 million to $63.5 million.

The Company's cost of funds increased to 4.09% in 1995 from 3.20% in 1994,
generally due to higher overall levels of interest rates as well as the relative
increase in borrowings and a shift in mix of deposits toward higher cost time
deposits. The Company's average balance of deposits held as certificates
increased 28.3% from 1994 to 1995.

Provision for Possible Loan Losses. The provision for possible loan losses
increased 186.1% to $967,000 in 1995, as compared to $338,000 in 1994. The
increase reflected overall loan growth coupled with a higher level of net
charge-offs, $755,000 versus $250,000. The allowance for possible loan losses at
December 31, 1995 was $3.3 million, or 1.23% of total loans, as compared to $3.1
million, or 1.25% of total loans, at the same date in 1994.

Non-Interest Income. Total non-interest income increased 31.1% to $5.0
million in 1995, as compared to $3.8 million in 1994 due to a sharp increase in
gain on sale of loans. Gain on sale of loans was $1.3 million in 1995 as
compared to $668,000 in 1994. The increase was associated with the Company's
activities in the SBA lending programs. Customer service fees, representing
service charges on deposits and fees from other banking services, decreased 0.7%
in 1995, to $1.7 million. The slight decrease was volume-related, resulting from
a shift of deposits from demand and savings deposits into time deposits. Trust
income increased 11.5% to

27
<PAGE> 28

$1.3 million in 1995, from $1.1 million in 1994. Growth in trust income resulted
primarily from the expansion of the Company's customer base and higher asset
values.

Net investment securities gains amounted to $136,000 in 1995, compared to
net losses of $57,000 in 1994, an increase of $193,000. The gains in 1995
resulted from opportunities presented by falling interest rates to restructure
the available-for-sale investment portfolio to extend maturities, diversify the
portfolio and maintain average yields. The loss in 1994 resulted from the sale
of lower yielding available-for-sale securities and reinvestment of the proceeds
into higher yielding securities in the rising rate environment.

Other sources of income totaled $565,000 in 1995, an increase of 68.7% from
$335,000 in 1994. The increase was principally the result of expanded fee-based
product offerings to businesses and individuals.

Non-Interest Expense. Total non-interest expense increased 12.2% to $12.8
million in 1995, as compared to $11.4 million in 1994. During 1995, the Company
incurred certain expenses in connection with its acquisition of BBI. Also, late
in 1994, FNB opened two financial centers in Licking County, expanded operating
hours at certain locations, expanded its Columbus small business lending center
and opened a small business lending center in Cleveland.

Salaries and employee benefits accounted for approximately 53.6% of total
non-interest expense in 1995, compared to 53.2% in 1994. The average full-time
equivalent staff level was 196 in 1995, compared to 186 in 1994. Salaries and
employee benefits increased 13.1%, from $6.1 million in 1994 to $6.9 million in
1995. The higher salaries and employee benefits were principally due to the
Company's market expansion and new product offerings, and merit and cost of
living increases.

In September 1995, FNB received a reimbursement of FDIC assessments of
approximately $171,000 resulting from the retroactive reduction of BIF
assessments following the recapitalization of the BIF. At that time, assessment
levels were adjusted from $0.23 per $100 of deposits to $0.04 per $100 of
deposits.

Net occupancy expense was $752,000, or 17.0%, higher in 1995 than the net
occupancy expense of $643,000 in 1994. The higher net occupancy expense was
primarily the result of costs associated with a full year's cost of operating
the two Licking County financial centers which were opened during 1994, the
Cleveland small business lending center, and the expansion of the Columbus small
business lending center.

Furniture and equipment expense decreased 1.7% in 1995. The decrease in
furniture and fixture expense in 1995 was due principally to a decrease in
depreciation expense. The additional expense in 1995, associated with the full
year's depreciation for assets related to new locations opened in 1994, was more
than offset by the decrease in 1995 expense associated with items which became
fully depreciated in 1995 or late 1994.

The Company's information services expense increased 24.2% in 1995, to
$647,000, from $521,000. The higher costs associated with data and information
processing activities were primarily due to the expansion of technology
throughout the Company to enhance customer service, increase efficiencies and
improve information management systems.

Other increases in non-interest expense were primarily related to the
expanded volume of business activities. Analyzed on a relative basis,
non-interest expense improved in 1995, with total non-interest expense expressed
as a percentage of average assets of 2.84% in 1995, as compared to 2.87% in
1994. The Company's efficiency ratio was 56.6% for 1995, slightly higher than
the ratio for 1994 of 56.1%.

Provision for Income Taxes. The provision for federal income taxes
increased to $2.7 million in 1995, for an effective tax rate of 30.3%. This
compared to federal income tax expense of $2.6 million in 1994, which
represented an effective tax rate of 30.5%. The increase in expense in 1995
resulted from an overall increase in the level of taxable earnings. The
difference between the effective rates and the federal statutory rate of 34%
related principally to tax-exempt income from obligations of states and
political subdivisions and non-taxable loans.

28
<PAGE> 29

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993

Net Income. Net income of the Company totaled $5.9 million for the year
ended December 31, 1994, an increase of $453,000, or 8.4%, from 1993. Earnings
per share in 1994 equaled $1.98, compared to $1.82 in 1993, an increase of 8.8%.
The higher earnings for 1994 resulted primarily from an $851,000, or 5.5%,
increase in net interest income, a $232,000, or 6.5%, increase in non-interest
income, and a $461,000, or 57.7%, decrease in the provision for possible loan
losses, which were partially offset by an $842,000, or 8.0%, increase in
non-interest expense. The Company's net interest margin decreased to 4.49% for
1994 as compared to 4.78% for 1993. The lower net interest margin in 1994 was
primarily a result of the rising level of overall interest rates during the year
which increased the Company's cost of funds. Also contributing to the lower net
interest margin were the effects of the Company's growth strategies implemented
through the use of FHLB advances to more fully utilize its capital and increase
earnings. These borrowings were at higher interest rates than the Company's 1993
cost of funds. The Company's return on average assets and return on average
equity were 1.48% and 13.28%, respectively, in 1994, as compared to 1.51% and
13.19%, respectively, in 1993.

Interest Income. Total interest income increased 11.2% to $27.7 million
for 1994, as compared to $24.9 million for 1993. This increase primarily
resulted from a 12.2% increase in average interest-earning assets between the
years, which was only partially offset by a decline in the weighted average
yield on interest-earning assets during 1994. The weighted average yield on
interest-earning assets declined to 7.46% during 1994 as compared to 7.53%
during 1993. The average balance of loans increased $35.9 million, which was a
result of the Company's growth strategy.

Interest Expense. Total interest expense increased 20.8% to $11.3 million
for 1994, as compared to $9.3 million for 1993. Interest expense was affected by
a higher average balance of interest-bearing liabilities outstanding as well as
a higher cost of funds during 1994. The Company's cost of funds increased to
3.56% in 1994 as compared to 3.30% in 1993, generally due to the increased level
of market interest rates and the increased use of borrowings by the Company.

Provision for Possible Loan Losses. The provision for possible loan losses
decreased 57.7% to $338,000 in 1994, compared to $799,000 in 1993. Despite
continued strong growth in the loan portfolio, the lower provision reflected
strong asset quality and low levels of net charge-offs. Net charge-offs
represented 0.11% of the average outstanding loan balances during 1994. The
allowance for possible loan losses at December 31, 1994 was $3.1 million, or
1.25% of total loans, as compared to $3.0 million, or 1.42% of total loans, at
the same date in 1993.

Non-Interest Income. Total non-interest income increased 6.5% to $3.8
million in 1994, as compared to $3.6 million in 1993, largely due to an increase
in gain on sale of loans and an increase in customer service fees. Gain on sale
of loans was $668,000 in 1994 as compared to $416,000 in 1993, an increase of
60.6%. The increase was primarily associated with the Company's activities in
the SBA lending programs. The guaranteed portion of the Company's SBA loans sold
on the secondary market was $7.2 million during 1994 as compared to $3.5 million
in 1993.

Trust and custodian fees increased $54,000, from $1.0 million in 1993 to
$1.1 million in 1994, an increase of 5.0%. The increase was due to expansion of
the Company's customer base and higher asset values. Customer service fees,
representing service charges on deposits and fees from other banking services,
increased 19.2% to $1.7 million in 1994. The increase reflected the Company's
ongoing pricing strategy, which resulted in an upward revision of fee schedules,
combined with volume related increases associated with deposit growth.

Net investment securities losses amounted to $57,000 in 1994, compared to
net gains of $356,000 in 1993. The losses were in connection with the management
and restructuring of the investment portfolio as well as a reflection of the
increase in market interest rates and the resulting decline in the value of
fixed income securities during the rising rate environment in 1994. Other
non-interest income increased $61,000, or 22.3%, from $274,000 in 1993 to
$335,000 in 1994.

29
<PAGE> 30

Non-Interest Expense. Total non-interest expense increased 8.0% to $11.4
million in 1994 as compared to $10.6 million in 1993. Salaries and employee
benefits increased $493,000 or 8.8%, from $5.6 million in 1993 to $6.1 million
in 1994. The increase was largely due to the opening of two branch offices in
Licking County, expanded operating hours at certain locations, expansion of the
Columbus small business lending center and the opening of the Cleveland small
business lending center.

Net occupancy expense increased 20.6%, from $533,000 in 1993 to $643,000 in
1994, as a result of the Company's expanded operations discussed above. Other
non-interest expenses, which include miscellaneous general and administrative
costs in addition to certain loan servicing and loan processing costs, increased
$171,000, as a result of the overall increase in business levels. Total
non-interest expense expressed as a percentage of average assets declined to
2.87% in 1994, as compared to 2.94% in 1993. The Company's efficiency ratio was
56.1% for both 1994 and 1993.

Provision for Federal Income Taxes. The provision for federal income taxes
increased 10.7% to $2.6 million in 1994 as compared to $2.3 million in 1993,
primarily as the result of an increase in income before taxes. The effective tax
rate was 30.5% for 1994 and 30.0% for 1993. The increase in the effective rate
was due to tax-exempt securities and loans representing a smaller percentage of
total earning assets and, accordingly, the income from these sources
representing a smaller percentage of taxable income.

ASSET QUALITY

Non-Performing Assets. To maintain the level of credit risk of the loan
portfolio at an appropriate level, management sets underwriting standards and
internal lending limits and provides for proper diversification of the portfolio
by placing constraints on the concentration of credits within the portfolio. In
monitoring the level of credit risk within the loan portfolio, management
utilizes a formal loan review process to monitor, review, and consider relevant
factors in evaluating specific credits in determining the adequacy of the
allowance for possible loan losses. The Bank Subsidiaries formally document
their evaluation of the adequacy of the allowance for possible loan losses on a
quarterly basis and the evaluations are reviewed and discussed with their
respective boards of directors.

Failure to receive principal and interest payments when due on any loan
results in efforts to restore such loan to current status. Loans are classified
as non-accrual when, in the opinion of management, full collection of principal
and accrued interest is in doubt. Continued unsuccessful collection efforts
generally lead to initiation of foreclosure or other legal proceedings. Property
acquired by the Company as a result of foreclosure or by deed in lieu of
foreclosure is classified as "other real estate owned" until such time as it is
sold or otherwise disposed of. No such property was owned at March 31, 1996. At
December 31, 1995, the Company held $24,000 of property classified as "other
real estate owned."

Non-performing loans totaled $1.3 million, or 0.48% of total loans, at
March 31, 1996, compared to $1.0 million, or 0.38% of total loans, at year-end
1995. Non-performing assets totaled $1.3 million, or 0.28% of total assets at
March 31, 1996, compared to $1.0 million, or 0.22% of total assets, at December
31, 1995. Management of the Company is not aware of any material amounts of
loans outstanding, not disclosed in the table below, for which there is
significant uncertainty as to the ability of the borrower to comply with present
payment terms. The following is an analysis of the composition of non-performing
assets:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ------------------------------------------
1996 1995 1994 1993 1992 1991
--------- ------ ------ ------ ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Non-accrual loans............................. $ 846 $ 440 $ 237 $ 181 $ 772 $ 459
Accruing loans 90 days or more past due....... 493 584 272 230 65 632
--------- ------ ------ ------ ------ ------
Total non-performing loans............. 1,339 1,024 509 411 837 1,091
Other real estate owned....................... -- 24 -- -- -- --
--------- ------ ------ ------ ------ ------
Total non-performing assets.............. $ 1,339 $1,048 $ 509 $ 411 $ 837 $1,091
======= ====== ====== ====== ====== ======
Non-performing loans to total loans...... 0.48% 0.38% 0.21% 0.19% 0.46% 0.70%
Non-performing assets to total assets.... 0.28% 0.22% 0.12% 0.11% 0.24% 0.34%
</TABLE>

30
<PAGE> 31

Allowance for Possible Loan Losses. The Company records a provision
necessary to maintain the allowance for possible loan losses at a level
sufficient to provide for potential future credit losses. The provision is
charged against earnings when it is established. An allowance for possible loan
losses is established based on management's best judgment, which involves
continuing review of prevailing national and local economic conditions, changes
in the size and composition of the portfolio and review of individual problem
credits. Growth of the loan portfolio, loss experience, economic conditions,
delinquency levels, credit mix, and selected credits are factors that affect
judgments concerning the adequacy of the allowance. Actual losses on loans are
charged against the allowance.

The following table summarizes the Company's loan loss experience, and
provides a breakdown of the allowance for possible loan losses at the dates
indicated.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, ----------------------------------------------------
1996 1995 1994 1993 1992 1991
------------ -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of period... $ 3,307 $ 3,095 $ 3,007 $ 2,384 $ 1,731 $ 1,296
Charge-offs:
Residential mortgage........... (4) (10) (3) -- (8) (46)
Construction mortgage.......... -- -- -- -- -- --
Commercial..................... (1) (373) (15) (21) (17) (128)
Consumer....................... (250) (479) (302) (242) (498) (366)
------------ -------- -------- -------- -------- --------
Total charge-offs........... (255) (862) (320) (263) (523) (540)
------------ -------- -------- -------- -------- --------
Recoveries:
Residential mortgage........... 1 2 -- -- -- --
Construction mortgage.......... -- -- -- -- -- --
Commercial..................... 38 12 1 3 7 61
Consumer....................... 23 93 69 84 125 65
------------ -------- -------- -------- -------- --------
Total recoveries............ 62 107 70 87 132 126
------------ -------- -------- -------- -------- --------
Net charge-offs.................. (193) (755) (250) (176) (391) (414)
Provision charged to
operations..................... 292 967 338 799 1,044 849
------------ -------- -------- -------- -------- --------
Balance at end of period......... $ 3,406 $ 3,307 $ 3,095 $ 3,007 $ 2,384 $ 1,731
========== ======== ======== ======== ======== ========
Loans outstanding at end of
period......................... $277,715 $268,818 $247,943 $212,083 $183,334 $156,807
Average loans outstanding........ $276,582 $261,706 $232,282 $196,393 $170,142 $150,984
Allowance as a percent of loans
outstanding.................... 1.23% 1.23% 1.25% 1.42% 1.30% 1.10%
Net charge-offs to average
loans.......................... 0.28% 0.29% 0.11% 0.09% 0.23% 0.27%
Allowance for possible loan
losses
to non-performing loans........ 254.4% 323.0% 608.1% 731.6% 284.8% 158.7%
</TABLE>

The allowance for possible loan losses totaled $3.4 million at March 31,
1996, representing 1.23% of total loans, compared to a December 31, 1995
allowance of $3.3 million, or 1.23% of total loans. Charge-offs represent the
amount of loans actually removed as earning assets from the balance sheet due to
uncollectibility. Amounts recovered on previously charged-off assets are netted
against charge-offs, resulting in net charge-offs for the period. Net loan
charge-offs for the three months ended March 31, 1996 were $193,000, compared to
net charge-offs of $97,000 for the same period in 1995 and net charge-offs of
$755,000 for the year ended December 31, 1995. Charge-offs have been made in
accordance with the Company's standard policy and have occurred primarily in the
commercial and consumer loan portfolios.

The allowance for possible loan losses as a percentage of non-performing
loans ("coverage ratio"), was 254.4% at March 31, 1996, compared to 323.0% at
the end of 1995. Although used as a general indicator, the coverage ratio is not
a primary factor in the determination of the adequacy of the allowance by
management. The somewhat lower coverage ratio at March 31, 1996 than at December
31, 1995 was primarily due to a

31
<PAGE> 32

27.8% increase in non-performing loans. Total non-performing loans as a
percentage of total loans remained a relatively low 0.48% of total loans. The
increase in non-performing loans was due mainly to increases in the volume of
consumer and small business loans, which generally have a higher risk of
non-performance than loans secured by real estate.

COMPARISON OF MARCH 31, 1996 AND DECEMBER 31, 1995 FINANCIAL CONDITION

Total assets amounted to $481.5 million at March 31, 1996, as compared to
$476.4 million at December 31, 1995, an increase of $5.1 million, or 1.1%. The
increase in assets was funded with deposit growth of $7.7 million and an
increase in shareholders' equity of $195,000, and was partially offset by a
decrease in FHLB advances and other borrowings of $2.6 million.

Total investment securities decreased by $57,000, or 0.03%, to $178.2
million. The Company's investment strategy is to manage the portfolio to include
rate sensitive assets, matched against interest sensitive liabilities to reduce
interest rate risk. In recognition of this strategy, as well as to provide a
secondary source of liquidity to accommodate heavy loan demand and possible
deposit withdrawals, the Company has chosen to classify the majority of its
investment securities as available-for-sale. At March 31, 1996, 95.1% of the
total investment portfolio was classified as available-for-sale, while those
securities which the Company intends to hold to maturity represented the
remaining 4.9%. This compares to 95.3% and 4.7% classified as available-for-sale
and held to maturity, respectively, at December 31, 1995. See "--Liquidity and
Capital Resources" and "Business of the Company -- Investment Securities."

Total loans increased $8.9 million, or 3.3%, to $277.7 million at March 31,
1996. This increase was primarily a result of an increase of $6.8 million in the
commercial loan portfolio. The increase in commercial loans was due to the
Company's continued emphasis on small business lending. Residential mortgage
loans decreased $1.7 million while real estate construction loans increased $4.1
million and consumer loans decreased $243,000. The overall increase in the loan
portfolio was consistent with the Company's strategy of increasing assets while
adhering to prudent underwriting standards.

Premises and equipment increased $162,000, or 3.9%, to $4.3 million at
March 31, 1996. This increase was a direct result of the Company's continued
expansion of markets and services.

Deposits totaled $356.2 million at March 31, 1996, an increase of $7.7
million, or 2.2%, over the balance at December 31, 1995. The increase resulted
from management's marketing efforts and continued growth at newer branch
offices. Total interest-bearing deposits accounted for 88.6% of total deposits
at March 31, 1996 as compared to 88.0% at December 31, 1995.

Total borrowings decreased $2.6 million to $71.5 million at March 31, 1996,
as compared to $74.1 million at December 31, 1995. The majority of this decline
resulted from a $2.5 million decrease in short-term borrowings. Based on the
lower cost of deposits, management chose to fund a larger portion of its asset
growth with deposits as opposed to borrowings.

COMPARISON OF DECEMBER 31, 1995 AND DECEMBER 31, 1994 FINANCIAL CONDITION

Total assets amounted to $476.4 million at December 31, 1995, as compared
to $429.4 million at December 31, 1994, an increase of $47.0 million, or 11.0%.
The increase in assets was primarily funded with deposit growth of $27.7 million
and increased borrowings of $10.6 million. Shareholders' equity increased $6.2
million, primarily as a result of the retention of net income after the payment
of dividends, less net treasury stock transactions, plus the $2.7 million
adjustment to equity to reflect the net unrealized holding gains of the
available-for-sale securities portfolio under SFAS No. 115.

Cash and cash equivalents decreased $4.7 million, or 25.1%, to $14.1
million at December 31, 1995, as compared to $18.8 million at December 31, 1994.
The Company is required to maintain average balances with the FRB. The average
required reserve was $4.7 million and $4.4 million for 1995 and 1994,
respectively. The decline in cash and cash equivalents was due to a shift of
assets into investment securities during the year.

32
<PAGE> 33

Total investment securities increased $24.7 million, or 16.1%, to $178.3
million at December 31, 1995, as compared to $153.6 million at December 31,
1994. The increase in the portfolio was part of management's strategy of
effectively using retail deposit growth, borrowings and other funding sources to
fund increases in interest-earning assets, including the Company's securities
portfolio. Securities classified as available-for-sale represented 95.3% of the
total securities portfolio at December 31, 1995, as compared to 57.9% at
December 31, 1994. The Company transferred securities during the year from the
held-to-maturity category to increase flexibility with respect to liquidity and
asset/liability management.

Loans increased $20.9 million, or 8.4%, from $247.9 million at December 31,
1994 to $268.8 million at December 31, 1995. The increase in the loan portfolio
was the result of the Company's growth strategy, including the opening of new
offices. The growth in the loan portfolio was concentrated in consumer lending,
which increased $11.0 million, followed by real estate mortgage loans, which
increased $4.6 million, commercial loans, which increased $3.6 million, and
construction loans, which increased $1.6 million.

Premises and equipment decreased $193,000, or 4.5%, to $4.1 million from
December 31, 1994 to December 31, 1995. This decrease was primarily a result of
limited additions to premises and equipment during the year, which were more
than offset by depreciation.

Deposits totaled $348.5 million at December 31, 1995, an increase of $27.7
million, or 8.6%, over the balance of $320.8 million at December 31, 1994. The
increase resulted from management's marketing efforts and growth at new branch
offices.

Total borrowings increased $10.6 million, or 16.7%, from $63.5 million at
December 31, 1994 to $74.1 million at December 31, 1995. The Company utilized
borrowings as well as deposits to fund its interest-earning asset growth.

LIQUIDITY AND CAPITAL RESOURCES

The objective of liquidity management is to ensure the availability of
funds to accommodate customer loan demand as well as deposit withdrawals while
continuously seeking higher yields from longer term lending and investing
opportunities. This is accomplished principally by maintaining sufficient cash
flows and liquid assets along with consistent stable core deposits and the
capacity to maintain immediate access to funds. These immediately accessible
funds may include federal funds sold, unpledged marketable securities, reverse
repurchase agreements or available lines of credit from the FRB, FHLB, or other
financial institutions. An important factor in the preservation of liquidity is
the maintenance of public confidence, as this facilitates the retention and
growth of a large, stable supply of core deposits in funds.

The Company's principal source of funds to satisfy short-term liquidity
needs comes from cash, due from banks and federal funds sold. These sources
constituted 4.3% of average total assets for the first quarter of 1996,
unchanged from the same period of 1995. Changes in the balance of cash and due
from banks are due to changes in volumes of federal funds sold, and the float
and reserves related to deposit accounts, which may fluctuate significantly on a
day-to-day basis. The investment portfolio serves as an additional source of
liquidity for the Company. At March 31, 1996, held-to-maturity securities with a
book value of $942,000, and available-for-sale securities with a market value of
$17.0 million were scheduled to mature within one year. In total, this
represented 10.1% of the investment portfolio and 3.5% of quarter-end total
assets. Securities with a market value of $169.4 million were classified as
available-for-sale as of March 31, 1996. This equaled 95.1% of the total
investment portfolio. These securities were carried at fair market value and
were classified as available-for-sale to provide for flexibility in managing net
interest margin, interest rate risk, and liquidity. Cash flows from operating
activities amounted to $4.9 million and $4.3 million for the quarters ended
March 31, 1996 and 1995, respectively.

The Bank Subsidiaries are members of FHLB. Membership provides an
opportunity to control the bank's cost of funds by providing alternative funding
sources, to provide flexibility in the management of interest rate risk through
the wide range of available funding sources, to manage liquidity via immediate
access to such funds, and to provide flexibility through utilization of
customized funding products to fund various loan and investment products and
strategies.

33
<PAGE> 34

Shareholders' equity at March 31, 1996, was $50.2 million, compared to
prior year-end shareholders' equity of $50.0 million, an increase of $195,000,
or 0.4%. Statement of Financial Accounting Standards ("SFAS") No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," requires
that certain debt and equity instruments held as available-for-sale must be
marked to their market value. This standard had a negative effect on equity for
the first quarter of 1996, but had a positive effect on equity for the fourth
quarter of 1995. This change in the effect on equity is attributable to changes
in interest rates. At March 31, 1996, the unrealized holding losses, after
taxes, on securities available-for-sale was $19,000.

Under the risk-based capital guidelines, a minimum capital to risk-weighted
assets ratio of 8.0% is required, of which, at least 4.0% must consist of Tier 1
capital (equity capital net of goodwill). Additionally, a minimum leverage ratio
(Tier 1 capital to total assets) of 3.0% must be maintained. At March 31, 1996,
the Company had a total risk-based capital ratio of 18.11%, of which 16.96%
consisted of Tier 1 capital. The leverage ratio for the Company at March 31,
1996, was 10.41%. Consummation of the Acquisition will significantly reduce the
capital ratios of the Company.

Cash dividends declared to shareholders of the Company totaled $743,000, or
$0.25 per share, during the first quarter of 1996. This compares to dividends of
$647,000, or $0.23 per share, for the same period of the prior year. Cash
dividends paid as a percentage of net income amounted to 40.1% and 48.5% for the
first quarter of 1996 and 1995, respectively.

Considering the Company's capital adequacy, profitability, available
liquidity sources and the anticipated funding sources for the Acquisition, the
Company's liquidity is considered by management to be adequate to meet current
and projected needs. However, there can be no assurance that the Company will be
able to obtain financing for future acquisitions on terms acceptable to the
Company. The proceeds from this Offering, with the anticipated proceeds from the
Loan and existing cash, will be sufficient to fund the Acquisition. The Company
will close this Offering only if all conditions precedent to the consummation of
the Acquisition have been or will be fulfilled or waived. See "Underwriting."
The Company is not aware of any current specific recommendations by regulatory
authorities which, if implemented, would have a material effect on its
liquidity.

Negotiations. The Company is in negotiations to acquire a financial
institution with total assets of approximately $60 million. If these
negotiations result in a definitive agreement, it is anticipated that it will be
structured as a merger with the shareholders of the institution receiving shares
of the Company's Common Stock, and will be subject to the approval of certain
regulatory agencies and the shareholders of the institution. It is not presently
known whether, or on what terms, these negotiations will result in an
acquisition of such institution by the Company.

INTEREST RATE RISK MANAGEMENT

The objectives of the Company's interest rate risk management are to
minimize the adverse effects of changing interest rates on the earnings of the
Company while maintaining adequate liquidity and optimizing net interest margin.
Interest rate risk is managed by maintaining an acceptable matching of the
Company's asset and liability maturity and repricing periods, thus controlling
and limiting the level of earnings volatility arising from rate movements.
Modeling simulations to project the potential effect of various rate scenarios
on net interest income are the primary tools utilized by management to measure
and manage interest rate exposure within established policy limits. The
Company's Asset/Liability Management Committee ("ALCO") monitors rate sensitive
assets and liabilities and develops appropriate strategies and pricing policies.
Interest rate sensitivity measures the exposure of net interest income to
changes in interest rates. In its simulations, management estimates the effect
on net interest income of changes in the overall level of interest rates. ALCO
policy guidelines provide that a 200 basis point increase or decrease over a
12-month period should not result in more than an 8% negative impact on net
interest income. Simulations as of December 31, 1995, indicated that the Company
was positioned within these guidelines.

Interest rate sensitivity gap ("gap") analysis measures the difference
between assets and liabilities repricing or maturing within specified time
periods. Although a useful tool, gap analysis has several limitations. Gap
analysis assumes a consistent reaction in the rates of all rate-sensitive assets
and liabilities to changes in overall rates. Additionally, it does not consider
changes to the overall slope of the yield curve or

34
<PAGE> 35

other factors which affect the timing and pricing of the balance sheet. A
positive gap, or asset sensitive position, indicates a higher level of
rate-sensitive assets than rate-sensitive liabilities repricing or maturing
within specified time horizons and would generally imply a favorable effect on
net interest income in periods of rising interest rates. Conversely, a negative
gap, or liability sensitive position, results when rate-sensitive liabilities
exceed the amount of rate-sensitive assets repricing or maturing within
applicable time frames and would generally imply a favorable impact on net
interest income in periods of declining interest rates.

The following table reflects the Company's gap position at December 31,
1995. Savings and interest-bearing demand deposits are essentially subject to
immediate withdrawal and rate change and, accordingly, are classified in the
zero to ninety days time period. However, historical experience indicates, and
it is expected, that a portion of these deposits represent long-term core
deposits and, accordingly, are less than 100% rate sensitive. Mortgage-backed
securities included in investments are included at the earlier of repricing or
maturity. As a result of these assumptions, management believes that the gap
analysis overstates the liability-sensitive nature of the Company's balance
sheet.

<TABLE>
<CAPTION>
0-90 91-180 181-270 271-365 1 TO 5 OVER 5
AS OF DECEMBER 31, 1995 DAYS DAYS DAYS DAYS YEARS YEARS TOTAL
- -------------------------- --------- --------- --------- --------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
INTEREST-EARNING ASSETS:
Loans..................... $ 43,859 $ 21,097 $ 20,541 $ 21,270 $118,387 $ 43,664 $268,818
Investment securities..... 2,718 6,245 3,301 6,045 99,022 60,921 178,252
-------- -------- -------- -------- ------- ------- -------
Total..................... $ 46,577 $ 27,342 $ 23,842 $ 27,315 $217,409 $104,585 $447,070
======== ======== ======== ======== ======= ======= =======
INTEREST-BEARING
LIABILITIES:
Demand,
interest-bearing........ $ 98,795 $ -- $ -- $ -- $ -- $ -- $ 98,795
Savings................... 50,414 -- -- -- -- -- 50,414
Time, $100 and over....... 21,521 7,870 6,436 3,205 5,295 -- 44,327
Time, other............... 12,109 19,762 25,768 8,777 45,281 1,477 113,174
Short-term borrowings..... 7,400 -- -- -- -- -- 7,400
Advances from FHLB........ 6,150 111 111 3,611 45,671 11,081 66,735
-------- -------- -------- -------- ------- ------- -------
Total..................... 196,389 27,743 32,315 15,593 96,247 12,558 380,845
-------- -------- -------- -------- ------- ------- -------
Total gap................. (149,812) (401) (8,473) 11,722 121,162 92,027 $ 66,225
=======
-------- -------- -------- -------- ------- -------
Cumulative gap............ $(149,812) $(150,213) $(158,686) $(146,964) $(25,802) $ 66,225
======== ======== ======== ======== ======= =======
Cumulative gap as a
percentage of total
assets.................. (31.4)% (31.5)% (33.3)% (30.8)% (5.4)% 13.9%
</TABLE>

Although derivatives may be useful if adequate expertise and control are
present, the Company's management has not used off-balance sheet derivative
financial instruments, such as futures, forwards, swaps, option contracts or
other financial instruments with similar characteristics to manage its interest
rate risk. Instead, management has approached interest rate risk management
through pricing and maturity terms of its traditional earning assets and funding
sources.

IMPACT OF INFLATION AND CHANGING PRICES

The financial statements and related data presented herein have been
prepared in accordance with generally accepted accounting principles which
require the measurement of financial position and operating results in terms of
historical dollars without considering changes in the relative purchasing power
of money over time due to inflation. The primary assets and liabilities of the
Company are monetary in nature. As a result, interest rates have a more
significant impact on the Company's performance than the effects of general
levels of inflation. Interest rates do not necessarily move in the same
direction or magnitude as the prices of goods and services.

35
<PAGE> 36

BUSINESS OF THE COMPANY

GENERAL

The Company, a registered bank holding company organized under the laws of
the State of Ohio, conducts a full-service commercial and retail banking
business through two wholly-owned subsidiary banks, FNB and Bellbrook. At March
31, 1996, the Company had total assets of $481.5 million, total deposits of
$356.2 million and shareholders' equity of $50.2 million. The Company has
entered into the Purchase Agreement to acquire all of the outstanding capital
stock of County for an aggregate purchase price of $47.8 million, subject to
certain adjustments, including payments for certain non-competition agreements.
On a pro forma basis, at March 31, 1996, the Company would have had total assets
of $958.5 million, total deposits of $721.6 million and shareholders' equity of
$76.1 million.

The Company has a history of consistent profitability, most recently
returning 1.52% on average assets for the three month period ended March 31,
1996. This compares to 1.26% for the same period in 1995 and 1.38%, 1.48%, 1.51%
for the years ended December 31, 1995, 1994 and 1993, respectively. Annual
returns on average equity since 1993 have ranged from 13.05% to 13.28%. For the
three months ended March 31, 1996, the Company's return on average equity was
14.93%.

Management believes it has been successful in implementing its strategy. In
1992, FNB acquired a $30.6 million branch of a savings and loan association in
Dresden, Ohio. Also in 1992, FNB opened the first of four small business lending
centers which serve small businesses and specialize in loans guaranteed by the
SBA. During 1995, FNB was the largest originator of SBA 7(a) loans in Ohio and
was awarded the designation of Preferred Lender by the SBA. Currently, FNB has
small business lending centers located in Akron, Cleveland, Columbus, and
Dayton, Ohio. In 1994, FNB opened two de novo full-service branch offices in
Licking County, Ohio. The Company's 1995 acquisition of Bellbrook provided
access to the Dayton metropolitan market. In July 1996, FNB opened its first
supermarket office, located in Reynoldsburg, Ohio.

36
<PAGE> 37

The Company's strategic direction has culminated in over $183 million of asset
growth since December 31, 1991, an increase of 61.5%. This rate of growth has
been accomplished without sacrifice to earnings as the Company's return on
average assets and return on average equity have exceeded 1.38% and 12.8%,
respectively, over the past four and one-half years.

The Company's Board of Directors and management intend to seek continued
growth of the organization through the acquisition of banks and/or savings and
loan associations. The objective of such acquisitions will be to: increase the
opportunity for quality earning asset growth, deposit generation and fee-based
income opportunities; diversify the earning assets portfolio and core deposit
base through expansion into new geographic markets; and improve the potential
profits from its combined operations through economies of scale. In furtherance
of such objectives, the Company intends to continue its pursuit of business
combinations which fit its strategic objectives of growth, diversification and
market expansion and which provide the potential for enhanced shareholder value.

MARKET AREA AND COMPETITION

The financial services industry in the Company's primary market area is
highly competitive. FNB is the largest financial institution headquartered in
Muskingum County and competes actively with regional and super-regional bank
holding companies, community banks, savings institutions, mortgage bankers,
brokerage firms, insurance companies and loan production offices. As of June 30,
1995, FNB had a 39.3% market share of federally insured deposits in Muskingum
County. The primary means of competition are through interest rates, pricing and
service.

Changes in the financial services industry resulting from fluctuating
interest rates, technological changes and deregulation have resulted in an
increase in competition, cost of funds, merger activity and customer awareness
of product and service differences among competitors.

Management believes that the deposit mix coupled with the legal lending
limit regulations of each of the Bank Subsidiaries is such that no material
portion of deposits has been obtained from a single customer; and consequently,
the loss of any one customer would not have a materially adverse effect on the
business of either of the Bank Subsidiaries. The business of the Company and the
Bank Subsidiaries is not seasonal to any material degree.

LENDING PRACTICES

Loan Portfolio Composition. In accordance with its lending policies, the
Company strives to maintain a diversified loan portfolio. The following table
sets forth in dollar amounts the composition of the Company's loan portfolio for
the past five years:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, --------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Residential
mortgage........... $103,891 $ 105,604 $ 100,963 $ 92,036 $ 79,958 $ 63,169
Construction
mortgage........... 6,949 2,859 1,232 1,695 4,308 4,408
Commercial........... 113,778 107,015 103,415 90,268 77,499 62,471
Consumer............. 53,097 53,340 42,333 28,084 21,569 26,759
-------- -------- -------- -------- -------- --------
Total loans........ 277,715 268,818 247,943 212,083 183,334 156,807
Allowance for
possible loan
losses............. (3,406) (3,307) (3,095) (3,007) (2,384) (1,731)
-------- -------- -------- -------- -------- --------
Net loans............ $274,309 $ 265,511 $ 244,848 $ 209,076 $ 180,950 $ 155,076
======== ======== ======== ======== ======== ========
</TABLE>

The Company's loan portfolio totaled $274.3 million at March 31, 1996,
representing 57.0% of total assets. At December 31, 1995, 1994 and 1993, the
Company's loan portfolio represented 55.7%, 57.0% and 54.0% of total assets,
respectively. Residential mortgages outstanding at March 31, 1996 represented
37.4% of

37
<PAGE> 38

the Company's total loans. As of March 31, 1996, the Company's outstanding
commercial loans represented 43.5% of total loans and the Company's outstanding
consumer loans constituted 19.1% of total loans.

Residential mortgage. The Company originates loans secured by first lien
mortgages on single-family residences located mainly in its market areas. The
Company principally originates adjustable-rate products with a maturity of up to
30 years, although these loans may be repaid over a shorter period due to
prepayments and other factors. These loans have a maximum loan to value ratio of
80%, although with private mortgage insurance, this ratio could go to 90%. The
Company has retained these loans, and the associated servicing, in its
portfolio.

The adjustable-rate mortgages currently offered by the Company have
interest rates which adjust, on the applicable anniversary date of the loan, or
on the loan's five-year anniversary, subject to annual and term limitations.
Rates are based upon an index tied to the weekly average yield on U.S. Treasury
securities (adjusted to a constant maturity), as made available by the FRB, plus
a margin. At March 31, 1996, $103.8 million, or 37.4% of the Company's total
loans, consisted of single-family residential real estate loans.

During 1996, the Company commenced the establishment of a secondary
marketing function which will provide the Company with the opportunity to offer
fixed-rate mortgage products while limiting the interest rate risk inherent in
maintaining a large portfolio of long-term, fixed-rate assets. The Company
intends to retain the loan servicing rights associated with any loans sold in
the secondary market. During the first quarter of 1996, the Company did not
conduct any material operations in this area.

Construction mortgage. The Company originates loans to construct
commercial real estate properties and, to a lesser extent, to construct
single-family residences. For owner occupied commercial construction properties,
the maximum loan to value ratio is 75%. For non-owner occupied commercial
construction properties, the maximum loan to value ratio is 70%. For residential
construction properties, the guidelines for residential mortgages apply. All
construction loans are secured by first lien mortgages. These construction
lending activities generally are limited to the Company's primary market area.
At March 31, 1996, construction loans amounted to $6.9 million, or 2.5% of total
loans.

Commercial. The Company originates commercial loans for various business
purposes including the acquisition and refinancing of commercial real estate. At
March 31, 1996, $113.8 million, or 41.0% of total loans consisted of loans
originated for commercial purposes or secured by commercial real estate. The
majority of the Company's commercial real estate loans are secured by first
liens on owner-occupied properties, a majority of which is located in the
Company's primary market areas. The Company's underwriting policy for commercial
real estate loans requires that the ratio of the loan amount to the value of the
collateral cannot exceed 66.67%.

The Company is active in the SBA Section 7(a) lending program. Under this
program, a portion of qualifying loans (typically 75%) is guaranteed by the SBA.
The SBA guaranteed loans are adjustable-rate loans made at prime rate plus a
margin. The Company sells certain guaranteed portions of originated loans
through the secondary market while retaining the rights to service these loans.
At March 31, 1996, the guaranteed portion of loans that were held-for-sale
totaled $1.9 million. Such amounts are classified as other assets on the balance
sheet of the Company.

Management continues to seek growth opportunities in small business
lending. To date, the Company's small business lending centers in the Columbus
and Cleveland market areas have produced strong results. The Columbus location
is the center for the Company's small business lending operations. A small
business lending center was opened in Akron, Ohio during the second quarter of
1996, and an additional small business lending center was established in Dayton,
Ohio in July 1996. Uncertainties exist surrounding government programs,
including the SBA, due to scrutiny by the United States Congress. This will be
evaluated by management in determining future activities in this area.

At March 31, 1996, the Company's commercial loans, including commercial
real estate, consisted of loans with an average principal balance of $74,000.
The largest commercial loan at that date had a principal balance of $2.1
million.

38
<PAGE> 39

Consumer. The Company originates consumer loans which are primarily for
personal, family or household purposes, in order to offer a full range of
financial services to its customers. At March 31, 1996, the Company's consumer
loans amounted to $53.1 million, or 19.1% of total loans.

The underwriting standards employed by the Company for consumer loans
include a determination of the applicant's payment history on other debts and an
assessment of the applicant's ability to meet existing obligations and payments
on the proposed loan. Although creditworthiness of the applicant is a primary
consideration, the underwriting process also includes a comparison of the value
of the security, if any, in relation to the proposed loan amount. Home equity
loans are secured by first or second lien mortgages. The maximum loan to value
ratio for first lien mortgages is 90%. Home equity loans that are secured by
second lien mortgages must have a loan to value ratio of at least 80% when added
to the balance of the first lien mortgage.

At March 31, 1996, 62.1% of the Company's consumer loans consisted of
direct and indirect loans to finance the purchase of new and used automobiles
and the remainder of the consumer loans consisted of loans for various other
individual purposes. The targeted loan to value ratio for loans secured by new
and used automobiles is 80%. Depending on market conditions and customer credit
ratings, the Company may lend up to a 100% loan to value ratio.

Loan Loss Experience. The Company records a provision necessary to
maintain the allowance for possible loan losses at a level sufficient to provide
for potential future loan losses. The provision is charged against earnings when
it is established. Allowances for possible loan losses are established based on
management's best judgment, which involves a continuing review of the economic
conditions, changes in the size and composition of the portfolio and review of
individual problem loans. Growth of the loan portfolio, loss experience,
economic conditions, delinquency levels, credit mix, and analysis of selected
loans are factors that affect judgments concerning the adequacy of the
allowance. Actual losses on loans are charged against the allowance for possible
loan losses.

The following table sets forth the allocation of the Company's allowance
for possible loan losses for each of the periods presented:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------------------------------------------------
MARCH 31, 1996 1995 1994 1993 1992
--------------------- --------------------- --------------------- --------------------- ---------
PERCENT OF PERCENT OF PERCENT OF PERCENT OF
LOANS TO LOANS TO LOANS TO LOANS TO
ALLOWANCE TOTAL ALLOWANCE TOTAL ALLOWANCE TOTAL ALLOWANCE TOTAL ALLOWANCE
--------- ---------- --------- ---------- --------- ---------- --------- ---------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Residential
mortgage............ $ 120 37.4% $117 39.3% $196 40.7% $183 43.4% $507
Construction
mortgage............ -- 2.5 -- 1.1 -- 0.5 -- 0.8 --
Commercial............ 3,258 41.0 3,164 39.8 1,822 41.7 2,086 42.6 1,419
Consumer.............. 28 19.1 26 19.8 1,077 17.1 738 13.2 458
------ ----- ------ ----- ------ ----- ------ ----- ------
TOTAL................. $ 3,406 100.0% $3,307 100.0% $3,095 100.0% $3,007 100.0% $2,384
====== ===== ====== ===== ====== ===== ====== ===== ======

1991
---------------------
PERCENT OF PERCENT OF
LOANS TO LOANS TO
TOTAL ALLOWANCE TOTAL
---------- --------- ----------

<S> <C> <C> <C>
Residential
mortgage............ 43.6% $212 40.3%
Construction
mortgage............ 2.4 -- 2.8
Commercial............ 42.3 1,000 39.8
Consumer.............. 11.7 519 17.1
----- ------ -----
TOTAL................. 100.0% $1,731 100.0%
===== ====== =====
</TABLE>

39
<PAGE> 40

Loan maturities and repricing periods of the loan portfolio at December 31,
1995 were as follows:

<TABLE>
<CAPTION>
WITHIN ONE TO AFTER
ONE FIVE FIVE
YEAR YEARS YEARS TOTAL
-------- -------- ------- --------
<S> <C> <C> <C> <C>
(IN THOUSANDS)
Residential mortgage............................. $ 34,864 $ 40,704 $30,036 $105,604
Construction mortgage............................ 2,859 -- -- 2,859
Commercial....................................... 64,036 36,139 6,840 107,015
Consumer......................................... 5,008 41,544 6,788 53,340
-------- -------- ------- --------
$106,767 $118,387 $43,664 $268,818
======== ======== ======= ========
Loans due after one year with:
Floating rates................................. $ 68,909
Predetermined rates............................ $ 93,142
</TABLE>

INVESTMENT SECURITIES

The Company's investment strategy is to manage the portfolio to include
interest rate sensitive assets to reduce interest rate risk against interest
rate sensitive liabilities. The portfolio is also structured to generate cash
flows and, coupled with the readily marketable nature of such assets, it serves
as a secondary source of liquidity to accommodate heavy loan demand, as well as
deposit withdrawals. Subject to various government regulatory restrictions, a
bank may own direct obligations of the U.S. Treasury, federal agency securities,
bank-qualified tax-exempt securities (including those issued by states and
municipalities), certificates of deposits and time deposits, bankers'
acceptances, commercial paper, corporate bonds, and mortgage-backed and
asset-backed securities and related products.

The Company has not utilized off-balance sheet financial derivative
products or "hedges" in the management of its interest rate risk, net interest
margin and earnings.

40
<PAGE> 41

The following table sets forth certain information relating to the
Company's investment securities portfolio.

<TABLE>
<CAPTION>
OBLIGATIONS
OTHER U.S. OF STATE AND MORTGAGE-
U.S. GOVERNMENT POLITICAL BACKED YIELD
TREASURY AGENCIES SUBDIVISIONS SECURITIES OTHER TOTAL (FTE)
-------- ---------- ------------ --------- ------ -------- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
MARCH 31, 1996
SECURITIES AVAILABLE-FOR-SALE:
Maturity:
Within one year.............. $ 8,983 $ 5,266 $ 1,844 $ 886 $ -- $ 16,979 6.77%
After one through five
years...................... 11,136 991 6,370 82,350 -- 100,847 6.71%
After five through ten
years...................... -- 4,944 8,101 16,589 4,394 34,028 6.83%
After ten years.............. -- 2,919 1,562 12,121 956 17,558 7.21%
------- ------- ------- -------- ------ --------
Total carrying value........... $20,119 $ 14,120 $ 17,877 $111,946 $5,350 $169,412
======= ======= ======= ======== ====== ========
Yield (FTE).................... 6.74 % 6.90% 6.83% 6.78 % 6.90% 6.79%
Average maturity (in years).... 0.99 6.55 5.45 5.40 21.40 5.48
SECURITIES HELD-TO-MATURITY:
Maturity:
Within one year.............. $ -- $ -- $ 935 $ 7 $ -- $ 942 8.29%
After one through five
years...................... -- 400 2,433 35 -- 2,868 7.48%
After five through ten
years...................... -- -- 4,799 41 -- 4,840 7.59%
After ten years.............. -- -- 101 32 -- 133 6.91%
------- ------- ------- -------- ------ --------
Total carrying value........... $ -- $ 400 $ 8,268 $ 115 $ -- $ 8,783
======= ======= ======= ======== ====== ========
Fair value..................... -- 404 8,332 130 -- 8,866
Yield (FTE).................... -- 7.76% 7.63% 6.90 % 0.00% 7.62%
Average maturity (in years).... -- 3.17 4.97 4.71 -- 4.89
DECEMBER 31, 1995
SECURITIES AVAILABLE-FOR-SALE:
Maturity:
Within one year.............. $ 8,526 $ 7,323 $ 597 $ 861 $ -- $ 17,307 6.96%
After one through five
years...................... 9,777 1,025 6,773 79,059 -- 96,634 6.72
After five through ten
years...................... -- 3,042 8,023 22,346 4,320 37,731 6.78
After ten years.............. -- -- 2,455 14,777 956 18,188 7.09
------- ------- ------- -------- ------ --------
Total carrying value........... $18,303 $ 11,390 $ 17,848 $117,043 $5,276 $169,860
======= ======= ======= ======== ====== ========
Yield (FTE).................... 7.20 % 7.15% 7.59% 6.66 % 5.02% 6.80%
Average maturity (in years).... 1.09 5.80 5.96 5.41 21.80 5.54
SECURITIES HELD-TO-MATURITY:
Maturity:
Within one year.............. $ -- $ -- $ 991 $ 11 $ -- $ 1,002 8.27%
After one through five
years...................... -- 400 1,954 35 -- 2,389 7.55
After five through ten
years...................... -- -- 4,926 43 -- 4,969 7.64
After ten years.............. -- -- 32 -- 32 6.81
------- ------- ------- -------- ------ --------
Total carrying value........... $ -- $ 400 $ 7,871 $ 121 $ -- $ 8,392
======= ======= ======= ======== ====== ========
Fair value..................... $ -- $ 407 $ 8,006 $ 135 $ -- $ 8,548
Yield (FTE).................... -- 7.76% 7.70% 6.81% -- 7.69%
Average maturity (in years).... -- 4.75 5.05 4.90 -- 5.03
</TABLE>

41
<PAGE> 42

DEPOSITS

Deposits from local markets serve as the Company's major source of funds
for investments and lending. The Company offers a wide variety of retail and
commercial deposit accounts designed to attract both short-term and long-term
funds. Certificates of deposit, regular savings, money market deposits, and NOW
checking accounts have been the primary sources of new funds for the Company.
The Company does not solicit deposits outside of its market area nor does it
accept deposits through deposit brokers.

Maturities of the Company's time certificates of deposit of $100,000 or
more outstanding at March 31, 1996, are summarized as follows:

<TABLE>
<CAPTION>
AMOUNT
--------------
(IN THOUSANDS)
<S> <C>
3 months or less............. $ 23,270
3 through 6 months........... 20,623
6 through 12 months.......... 6,528
Over 12 months............... 4,564
-------
Total...................... $ 54,985
=======
</TABLE>

BORROWINGS

The Company has historically funded its earning assets principally through
customer deposits within its primary market area. In its attempt to manage its
cost of funding sources, management has pursued a strategy which includes a mix
of the traditional retail funding sources, combined with the utilization of
wholesale funding sources. These funding sources were utilized by management to
grow the Company in its efforts to leverage its existing strong capital base.
Additionally, management used such funding sources to manage the Company's
interest rate risk by match funding and maintaining certain assets on its
balance sheet and structuring various other funding sources which traditionally
are not available to the Company in the retail market.

During 1993, FNB elected to become a member of the FHLB system. Membership
was pursued to enhance shareholder value through the utilization of FHLB
advances to aid in the management of FNB's cost of funds by providing
alternative funding sources. FHLB advances provide flexibility in the management
of interest rate risk through the wide range of available products with
characteristics not necessarily present in

42
<PAGE> 43

the existing deposit base, as well as the ability to manage liquidity. Bellbrook
became a member of FHLB in 1995.

EMPLOYEES

At March 31, 1996, the Company had 247 employees, 174 of whom were
full-time and 73 of whom were part-time. Full-time employees receive a
comprehensive range of employee benefit programs and salaries that management
considers to be generally competitive with those provided by other major
employers in its market areas. None of the Company's employees is represented by
any union or other labor organization, and management believes that its employee
relations are good. The Company has never experienced a work stoppage.

LEGAL PROCEEDINGS

There are no material pending legal proceedings against the Company, other
than ordinary litigation incidental to its business. In the opinion of
management, the ultimate resolution of these proceedings will not have a
material effect on the financial position of the Company.

43
<PAGE> 44

SELECTED CONSOLIDATED FINANCIAL DATA OF COUNTY

The following selected financial data should be read in conjunction with
the consolidated financial statements of County and the notes thereto which
appear elsewhere in this Prospectus and with "Management's Discussion and
Analysis of Financial Condition and Results of Operations of County" appearing
elsewhere in this Prospectus. The selected consolidated financial data of County
has been derived from the consolidated financial statements of County which
(other than as of and for the three-month periods ended March 31, 1996 and 1995)
have been audited by Coopers & Lybrand L.L.P., independent certified public
accountants. The consolidated financial statements of County at December 31,
1995 and 1994 and for each of the years in the three-year period ended December
31, 1995, together with Coopers & Lybrand L.L.P.'s report thereon, appear
elsewhere in this Prospectus. The selected consolidated financial data of County
as of March 31, 1996 and for the three-month period then ended is unaudited but
reflects, in the opinion of management of County, all adjustments (consisting
only of normal recurring adjustments) necessary for a fair presentation of such
data. Results for the three-months ended March 31, 1996 are not necessarily
indicative of results that may be expected for any other interim period or for
the year as a whole.

<TABLE>
<CAPTION>
AT OR FOR THE THREE
MONTHS ENDED
MARCH 31, AT OR FOR THE YEAR ENDED DECEMBER 31,
------------------- ----------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
-------- -------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Interest income............................ $ 9,596 $ 8,395 $ 36,853 $ 29,707 $ 28,509 $ 32,791 $ 44,338
Interest expense........................... 6,050 5,105 23,446 18,141 18,290 23,836 33,572
-------- -------- -------- -------- -------- -------- --------
Net interest income........................ 3,546 3,290 13,407 11,566 10,219 8,955 10,766
Provision for possible loan losses......... 125 93 250 500 326 0 30
Non-interest income........................ 515 339 1,670 2,165 4,695 3,796 2,828
Non-interest expense....................... 2,460 2,393 9,831 10,398 11,279 10,968 9,359
-------- -------- -------- -------- -------- -------- --------
Income before income taxes................. 1,476 1,143 4,996 2,833 3,309 1,783 4,205
Provision for income tax (benefit)(1)...... 491 258 984 (791) 288 (1,725) 913
-------- -------- -------- -------- -------- -------- --------
Net income................................. $ 985 $ 885 $ 4,012 $ 3,624 $ 3,021 $ 3,508 $ 3,292
======== ======== ======== ======== ======== ======== ========
BALANCE SHEET DATA:
Total assets............................... $468,373 $435,444 $520,480 $424,735 $401,590 $391,451 $419,785
Loans...................................... 348,734 284,731 364,211 267,610 271,313 293,488 339,691
Allowance for possible loan losses......... 2,093 2,291 2,022 2,326 3,007 3,997 6,896
Securities................................. 111,827 137,744 145,286 137,411 106,470 65,430 39,270
Deposits................................... 364,707 321,913 362,798 317,354 330,895 301,660 324,012
Borrowings................................. 66,040 80,204 119,935 74,829 40,000 62,250 72,250
Shareholder's equity....................... 34,433 30,904 33,952 29,746 27,579 24,583 21,075
PERFORMANCE RATIOS:(2)
Return on average assets................... 0.79% 0.81% 0.84% 0.79% 0.71% 0.84% 0.70%
Return on average equity................... 11.57 11.84 12.60 12.81 11.66 15.45 17.14
Net interest margin........................ 2.90 3.13 2.89 2.82 2.82 2.44 2.45
Interest rate spread....................... 2.58 2.90 2.61 2.69 2.73 2.53 2.61
Non-interest income to average assets...... 0.41 0.31 0.35 0.47 1.10 0.91 0.60
Non-interest expense to average assets .... 1.97 2.20 2.07 2.27 2.64 2.64 1.99
Efficiency ratio(3)........................ 64.26 66.69 65.91 74.00 85.12 93.61 72.03
ASSET QUALITY RATIOS:
Non-performing loans to total loans........ 0.06% 0.12% 0.02% 0.33% 2.11% 5.00% 5.89%
Non-performing assets to total assets...... 0.20 0.29 0.16 0.81 2.36 7.20 9.33
Allowance for possible loan losses to total
loans ................................... 0.60 0.80 0.56 0.87 1.11 1.36 2.03
Allowance for possible loan losses to non-
performing loans......................... 938.5 662.1 2,246.7 261.9 52.4 27.3 34.5
Net charge-offs to average loans(2)........ 0.10 0.00 0.03 0.45 0.38 0.31 0.04
CAPITAL RATIOS:(4)(5)
Shareholder's equity to total assets....... 7.35% 7.10% 6.52% 7.00% 6.87% 6.28% 5.02%
Tangible capital to adjusted total
assets................................... 7.33 7.12 6.44 7.09 6.68 6.11 5.03
Core capital to adjusted total assets...... 7.33 7.12 6.44 7.09 6.68 6.11 5.03
Risk-based capital to risk-weighted
assets................................... 12.47 12.36 11.56 12.10 10.45 9.10 7.32
</TABLE>

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

(1) Includes benefit of $1,967 in 1992 related to cumulative effect of change in
accounting for deferred income taxes.

(2) Ratios for the three months ended March 31, 1996 and 1995 are stated on an
annualized basis.

(4) For definitions and further information relating to County's regulatory
capital requirements, see "Supervision and Regulation."

(5) Ratios are calculated based on period-end balances.

44
<PAGE> 45

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

For a comprehensive understanding of County's financial condition and
performance, this discussion should be considered in conjunction with the
Consolidated Financial Statements, accompanying notes, and other information
contained herein.

OVERVIEW

The following discussion provides information regarding the financial
condition and the results of operations for County for the three months ended
March 31, 1996 and 1995 and for each of the years ended December 31, 1995, 1994
and 1993. This discussion should be read in conjunction with the Consolidated
Financial Statements of County and the notes thereto appearing elsewhere in this
Prospectus. See "Consolidated Financial Statements--County Savings Bank."

The principal business of County has historically consisted of attracting
deposits from the general public and making loans secured by residential real
estate. County's earnings are primarily dependent on net interest income, which
is the difference between interest income and interest expense. Interest income
is a function of the balances of loans, mortgage-backed securities and
investments outstanding during the period and the yield earned on such assets.
Interest expense is a function of the balances of deposits and borrowings
outstanding during the same period and the rates paid on such deposits and
borrowings. County's earnings are also affected by provisions for loan losses,
non-interest income, non-interest expense and income taxes. Non-interest expense
consists primarily of employee compensation and benefits, occupancy and
equipment expenses, federal deposit insurance assessments and other general and
administrative expenses.

County is significantly affected by prevailing economic conditions as well
as federal regulations relating to monetary and fiscal policies and to financial
institutions generally. Deposit balances are influenced by a number of factors
including interest rates paid on competing personal investments and the level of
personal income and savings within County's market area. Lending activities are
influenced by the demand for housing as well as competition from other lending
institutions. The primary sources of funds for lending activities include
deposits, loan payments, proceeds from the sales of loans, maturing securities,
borrowings, and funds provided from operations.

Average Balances and Yields. The following table presents, for each of the
periods indicated, the total dollar amount of interest income from average
interest-earning assets and the resultant yields, as well as the interest
expense on average interest-bearing liabilities, expressed both in dollars and
rates, and the net interest margin. Net interest margin refers to net interest
income divided by total interest-earning assets and is influenced by the level
and relative mix of interest-earning assets and interest-bearing liabilities.
Average balances for interest-earning assets and interest-bearing liabilities
are daily average balances. Other balances are monthly averages. Non-accruing
loans are included in average loan balances.

45
<PAGE> 46
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31,
----------------------------------------------------------- ---------------------------------------
1996 1995 1995 1994
---------------------------- ---------------------------- ---------------------------- --------
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ AVERAGE
BALANCE EXPENSE RATE(1) BALANCE EXPENSE RATE(1) BALANCE EXPENSE RATE(1) BALANCE
-------- ------- ------- -------- ------- ------- -------- ------- ------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Mortgage loans............ $339,010 $7,057 8.37% $257,847 $5,453 8.58% $292,401 $25,013 8.55% $239,956
Consumer, commercial and
other................... 18,397 458 10.01 20,237 465 9.32 19,632 1,927 9.82 21,608
Investments
securities(2)........... 95,711 1,435 6.03 94,381 1,600 6.88 99,741 6,446 6.46 119,576
Mortgage-backed
securities.............. 33,905 554 6.57 49,526 803 6.58 47,928 3,158 6.59 51,531
FHLB stock................ 5,277 92 7.01 4,543 74 6.61 4,542 309 6.80 5,106
-------- ------ ----- -------- ------ ---- -------- ------- ---- --------
Total earning assets........ 492,300 9,596 7.84% 426,534 8,395 7.98% 464,244 36,853 7.94% 437,777
------ ----- ------ ---- ------- ----
Non-earning assets.......... 8,845 14,027 11,605 19,581
-------- -------- -------- --------
Total assets................ $501,145 $440,561 $475,849 $457,358
======== ======== ======== ========
Interest-bearing
liabilities:
Deposits.................. $369,330 $4,772 5.20% $314,585 $3,765 4.85% $333,294 $17,190 5.16% $323,858
FHLB advances............. 79,229 1,074 5.45 72,448 1,034 5.79 81,073 4,701 5.80 95,496
Other borrowings.......... 14,113 204 5.81 20,217 306 6.14 25,714 1,555 6.05 5,882
-------- ------ ----- -------- ------ ---- -------- ------- ---- --------
Total interest-bearing
liabilities............... 462,672 6,050 5.26% 407,250 5,105 5.08% 440,081 23,446 5.33% 425,236
------ ----- ------ ---- ------- ----
Non-interest bearing
liabilities............... 4,228 2,997 3,937 3,836
Shareholder's equity........ 34,245 30,314 31,831 28,286
-------- -------- -------- --------
Total liabilities and
shareholder's equity...... $501,145 $440,561 $475,849 $457,358
======== ======== ======== ========
Net interest income and
interest rate spread(3)... $3,546 2.58% $3,290 2.90% $13,407 2.61%
====== ===== ====== ==== ======= ====
Net interest margin(4)...... 2.90% 3.13% 2.89%
Average interest earning
assets interest-bearing
liabilities............... 106.4% 104.7% 105.5%

1993
----------------------------
INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
EXPENSE RATE(1) BALANCE EXPENSE RATE(1)
------- ------- -------- ------- -------

<S> <C> <C> <C> <C> <C>
Interest-earning assets:
Mortgage loans............ $19,164 7.99% $258,591 $22,222 8.59%
Consumer, commercial and
other................... 1,903 8.81 27,712 1,957 7.06
Investments
securities(2)........... 5,881 4.92 82,198 3,025 3.68
Mortgage-backed
securities.............. 3,228 6.26 32,310 2,333 7.22
FHLB stock................ 295 5.78 3,295 148 4.49
------- ---- -------- ------- ----
Total earning assets........ 30,471 6.96% 404,106 29,685 7.35%
------- ---- ------- ----
Non-earning assets.......... 22,776
--------
Total assets................ $426,882
========
Interest-bearing
liabilities:
Deposits.................. $13,595 4.20% $315,882 $13,440 4.25%
FHLB advances............. 4,246 4.45 57,940 2,347 4.05
Other borrowings.......... 300 5.10 22,408 2,503 11.17
------- ---- -------- ------- ----
Total interest-bearing
liabilities............... 18,141 4.27% 396,230 18,290 4.62%
------- ---- ------- ----
Non-interest bearing
liabilities............... 4,738
Shareholder's equity........ 25,914
--------
Total liabilities and
shareholder's equity...... $426,882
========
Net interest income and
interest rate spread(3)... $12,330 2.69% $11,395 2.73%
======= ==== ======= ====
Net interest margin(4)...... 2.82% 2.82%
Average interest earning
assets interest-bearing
liabilities............... 102.9% 102.0%
</TABLE>

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

(1) Calculated on an annualized basis.

(2) Interest income in 1994 and 1993 includes $764 and $1,176, respectively, of
gains on sales of investments in mutual funds. The average balance of such
investments were $32,586 and $43,836 in 1994 and 1993, respectively.

(3) Interest rate spread represents the difference between the average yield on
interest-earning assets and the average cost of interest-bearing
liabilities.

(4) The net interest margin represents net interest income as a percentage of
average interest-earning assets.

46
<PAGE> 47

Rate and Volume Variances. Net interest income may also be analyzed by
segregating the volume and rate components of interest income and interest
expense. The following table discloses the dollar changes in County's net
interest income attributable to changes in levels of interest-earning assets or
interest-bearing liabilities (volume), changes in average yields on
interest-earning assets and average rates on interest-bearing liabilities (rate)
and the combined volume and rate effects (total). For the purposes of this
table, the change in interest due to both rate and volume has been allocated to
volume and rate change in proportion to the relationship of the dollar amounts
of the change in each. In general, this table provides an analysis of the effect
on income of balance sheet changes which occurred during the periods and the
changes in interest rate levels.

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED YEAR ENDED
MARCH 31, 1996 VS. 1995 DECEMBER 31, 1995 VS. 1994 DECEMBER 31, 1994 VS. 1993
-------------------------- -------------------------- ---------------------------
VOLUME RATE TOTAL VOLUME RATE TOTAL VOLUME RATE TOTAL
------- ------- ------ ------- ------- ------ ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Mortgage loans........... $ 2,471 $ (867) $1,604 $ 4,413 $ 1,436 $5,849 $(1,544) $(1,514) $(3,058)
Consumer and other
loans.................. (158) 151 (7) (183) 207 24 (481) 427 (54)
Mortgage-backed
securities............. (249) (0) (249) (232) 162 (70) 1,238 (343) 895
Investment securities.... 147 (312) (165) (1,081) 1,646 565 1,642 1,214 2,856
FHLB stock............... 13 5 18 (35) 49 14 97 50 147
------ ------- ------ ------- ------ ------ ------- ------- -------
Total interest-earning
assets................... 2,224 (1,023) 1,201 2,882 3,500 6,382 952 (166) 786
------ ------- ------ ------- ------ ------ ------- ------- -------
Interest-bearing
liabilities:
Deposits................. 716 291 1,007 406 3,189 3,595 336 (181) 155
FHLB advances............ 325 (285) 40 (706) 1,161 455 1,650 249 1,899
Other borrowings......... (87) (15) (102) 1,189 66 1,255 (1,268) (935) (2,203)
------ ------- ------ ------- ------ ------ ------- ------- -------
Total interest-bearing
liabilities.............. 954 (9) 945 889 4,416 5,305 718 (867) (149)
------ ------- ------ ------- ------ ------ ------- ------- -------
Net interest income........ $ 1,270 $(1,014) $ 256 $ 1,993 $ (916) $1,077 $ 234 $ 701 $ 935
====== ======= ====== ======= ====== ====== ======= ======= =======
</TABLE>

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND
1995

Net Income. Net income for the three months ended March 31, 1996 was
$985,000, as compared to $885,000 for the three months ended March 31, 1995, an
increase of 11.3%. The increase was primarily due to increases in net interest
income and non-interest income, offset in part by increases in non-interest
expense and the provision for federal income taxes. Net interest income and
non-interest income increased 7.8% and 51.9%, respectively, in the three months
ended March 31, 1996, as compared to the same period in 1995; however, in the
first three months of 1996 the provision for possible loan losses and
non-interest expense increased 34.4% and 2.8%, respectively. County's net
interest margin for the first three months of 1996 was 2.90%, as compared to
3.13% for the first three months of 1995. Non-interest income increased
significantly due to increased gains on the sale of investment securities, as
well as gains on sales of loans and real estate owned. The increase in
non-interest expense related primarily to adjustments in connection with the
adoption of SFAS No. 122, "Accounting for Mortgage Servicing Rights." County's
return on average assets and return on average equity were 0.79% and 11.57%,
respectively, in the first quarter of 1996, as compared to 0.81% and 11.84%,
respectively, in the first quarter of 1995.

Interest Income. Total interest income increased 14.3% to $9.6 million for
the first three months of 1996, as compared to $8.4 million for the first three
months of 1995. This increase primarily resulted from a 15.4% increase in
average interest-earning assets between the two periods, from $426.5 million in
the first quarter of 1995 to $492.3 million in the first quarter of 1996. The
average balance of loans increased $79.3 million, as a result of County's
marketing efforts and purchased loan activity as well as favorable economic
conditions.

Partially offsetting the increase in interest income from a higher balance
of interest-earning assets was a decrease in the yield on interest-earning
assets from 7.98% during the first three months of 1995 to 7.84% during the
first quarter of 1996. County's yield on average loans decreased from 8.63%
during the three months ended March 31, 1995 to 8.46% during the three months
ended March 31, 1996. Yields on the investment portfolio decreased from 6.88%
during the first quarter of 1995 to 6.03% during the first quarter of

47
<PAGE> 48

1996, primarily due to a shift to securities with shorter average maturities and
due to the repricing characteristics of County's investment portfolio.

Interest Expense. Total interest expense increased 18.5% to $6.1 million
for the three months ended March 31, 1996, as compared to $5.1 million for the
three months ended March 31, 1995. Interest expense increased due to a higher
average balance of interest-bearing liabilities outstanding and due to a higher
cost of funds during the three months ended March 31, 1996, as compared to the
same period in 1995, reflecting a shift in deposit accounts during 1995 from
lower cost transaction accounts to certificate accounts. County's cost of funds
increased to 5.26% in the three months ended March 31, 1996, as compared to
5.08% in the same period of 1995. The average balance of deposit accounts
increased $54.7 million, or 17.4%, from the first quarter in 1995 to the first
quarter in 1996. Average interest-bearing liabilities increased 13.6%, from
$407.3 million to $462.7 million.

Provision for Possible Loan Losses. The provision for possible loan losses
increased 34.4% to $125,000 in the first three months of 1996, as compared to
$93,000 in the first three months of 1995. The increase was related to the
increase in total loans. Total loans increased 22.5% to $348.7 million at March
31, 1996, from $284.7 million at the same date in 1995. The increase in the
provision for possible loan losses was also affected by a higher level of net
charge offs, $93,000 versus $2,000. The allowance for possible loan losses at
March 31, 1996 was $2.1 million, or 0.60% of total loans, as compared to $2.3
million, or 0.80% of total loans at the same date in 1995. Management's estimate
of the adequacy of its allowance for possible loan losses is based upon
management's continuing review of prevailing national and local economic
conditions, changes in the size and compensation of the portfolio and individual
problem credits. Growth of the loan portfolio, loss experience, economic
conditions, delinquency levels, credit mix and selected credits are factors that
affect judgments concerning the adequacy of the allowance.

Non-Interest Income. Total non-interest income increased 51.9% to $515,000
in the three months ended March 31, 1996, as compared to $339,000 in the three
months ended March 31, 1995. This increase resulted primarily from an increase
of $192,000 in gains on sales of securities which resulted from the planned sale
of $30 million of available-for-sale securities in January 1996. Also, gains on
sales of loans and real estate owned were $66,000 higher in the 1996 period
compared to 1995. These increases were partially offset by an $82,000 decline in
fee and other income. Other income in 1995 included $40,000 of net rental income
on assets held subject to operating leases. No such income occurred in 1996 as
the underlying properties were sold in 1995.

The following table sets forth County's non-interest income for the periods
indicated:

<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED
MARCH 31, DECEMBER 31,
------------- ----------------------------
1996 1995 1995 1994 1993
---- ---- ------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Investment gains (losses)........................ $233 $ 41 $ 162 $ (321) $1,664
Gain on sale of loans............................ 34 11 122 311 967
Gain on sale of REO.............................. 43 -- 333 346 74
Fee income....................................... 142 168 588 1,004 651
Other income..................................... 63 119 465 825 1,339
---- ---- ------ ------ ------
Total.......................................... $515 $339 $1,670 $2,165 $4,695
==== ==== ====== ====== ======
</TABLE>

Non-Interest Expense. Total non-interest expense increased 2.8% to $2.5
million in the three months ended March 31, 1996, as compared to $2.4 million in
the three months ended March 31, 1995. This increase was primarily a result of a
$100,000 provision for loss for the excess of amortized cost over the estimated
fair value of purchased mortgage servicing rights recorded in connection with
the adoption of SFAS No. 122, "Accounting for Mortgage Servicing Rights."

48
<PAGE> 49

The following table sets forth County's non-interest expense for the
periods indicated:

<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED
MARCH 31, DECEMBER 31,
----------------- ------------------------------
1996 1995 1995 1994 1993
------ ------ ------ ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Compensation and benefits................... $1,343 $1,282 $5,456 $ 5,460 $ 5,098
Occupancy and equipment..................... 273 287 1,080 1,256 1,356
Federal deposit insurance assessments....... 219 231 885 1,011 999
Advertising................................. 45 86 215 225 212
Legal fees.................................. 60 75 322 485 740
Data processing............................. 74 77 302 308 324
Taxes other than incomes taxes.............. 90 84 295 340 307
Provision for loss on REO................... -- -- -- -- 518
Provision for loss on purchased mortgage
servicing rights.......................... 100 -- -- -- --
Other....................................... 256 271 1,276 1,313 1,725
------ ------ ------ ------- -------
Total..................................... $2,460 $2,393 $9,831 $10,398 $11,279
====== ====== ====== ======= =======
</TABLE>

The efficiency ratio is one method used in the banking industry to assess
profitability. It is defined as non-interest expense divided by the net revenue
stream, which is the sum of net interest income on a tax-equivalent basis and
non-interest income excluding net investment securities gains or losses.
County's efficiency ratio was 64.3% for the first quarter of 1996, as compared
to 66.7% for the comparable period in 1995. Controlling costs and improving
productivity, as measured by the efficiency ratio, is considered by management a
primary factor in enhancing performance.

Federal Income Taxes. Federal income tax expense was $491,000 for the
three months ended March 31, 1996, an increase of 90.3% from $258,000 in the
three months ended March 31, 1995. The effective tax rate was 33.3% for the
three months ended March 31, 1996 and 22.6% for the three months ended March 31,
1995. The lower rate in 1995 was due in part to bad debt deductions that
resulted from growth in mortgage loans.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994

Net Income. Net income for the year ended December 31, 1995 was $4.0
million, an increase of $388,000 or 10.7%, as compared to $3.6 million in 1994.
This increase was attributed to a $1.8 million increase in net interest income,
a $567,000 reduction in non-interest expense and a $250,000 decrease in the
provision for possible loan losses. These increases were offset by a $495,000
decrease in non-interest income and a $1.8 million increase in federal income
taxes. County's net interest margin increased seven basis points to 2.89% for
1995, as compared to 2.82% for 1994. County's return on average assets and
return on average equity were 0.84% and 12.60%, respectively, for 1995, as
compared to 0.79% and 12.81%, respectively, for 1995.

Interest Income. Total interest income increased 24.1% to $36.9 million
for 1995, as compared to $29.7 million for 1994. This increase primarily
resulted from an increase in average interest-earning assets between the years.
Contributing to the increase in interest-earning assets was the sale of $6.9
million of assets held under operating leases and $1.4 million from the sale of
real estate owned in January 1995. The average balance of loans increased 19.3%
from $261.6 million in 1994 to $312.0 million in 1995.

Net interest income increased $1.1 million to $13.4 million in 1995, an
increase of 8.7% from $12.3 million in 1994 (including gains on sales of mutual
funds, as discussed below). The increases in net interest income and net
interest margin largely resulted from an increase in average interest-earning
assets and net earning assets (the difference between interest-earning assets
and interest-bearing liabilities), as well as an

49
<PAGE> 50

increase in the average yield on interest-earning assets. Average
interest-earning assets increased 6.0% to $464.2 million in 1995, as compared to
$437.8 million in 1994. Net earning assets increased from $12.5 million in 1994
to $24.2 million in 1995, an increase of 92.7%. The average yield on
interest-earning assets increased in 1995 to 7.94%, compared to 6.96% in 1994,
as a result of the general rise in interest rates during 1994 and the first
quarter of 1995. Offsetting this overall increase was a shift in County's loan
portfolio to lower yielding residential mortgage loans. At December 31, 1995,
73.2% of the loan portfolio consisted of residential mortgage loans, compared to
63.3% at December 31, 1994.

Interest Expense. Total interest expense increased 29.2% to $23.4 million
for 1995 as compared to $18.1 million for 1994. Interest expense increased due
to a higher average balance of interest-bearing liabilities outstanding and due
to a higher cost of funds during 1995. Total deposit accounts increased $45.4
million in 1995 while the average balance of deposits increased $9.4 million in
1995 compared to 1994. Deposits were used to fund loan purchases and
originations.

County's cost of funds increased to 5.33% in 1995 as compared to 4.27% in
1994, generally due to the higher overall level of interest rates as well as a
shift in mix of deposits toward higher cost time deposits. Transaction accounts
decreased 20.1% in 1995 from $91.0 million to $72.7 million, while certificate
accounts increased 28.1% from $226.4 million to $290.1 million.

Provision for Possible Loan Losses. The provision for possible loan losses
decreased to $250,000 for the year ended December 31, 1995 from $500,000 for the
year ended December 31, 1994. The decrease in the provision during the year
ended December 31, 1995 resulted primarily from decreases in the levels of non-
performing and classified assets. The allowance for possible loan losses at
December 31, 1995 was $2.0 million, or 0.56% of total loans, as compared to $2.3
million, or 0.87% of total loans at December 31, 1994. The allowance for
possible loan losses as a percentage of non-performing loans was 2,246.7% at
December 31, 1995, as compared to 261.9% at December 31, 1994.

Non-Interest Income. Non-interest income decreased 22.9% to $1.7 million
in the year ended December 31, 1995, from $2.2 million in 1994. This decrease
primarily resulted from a $416,000 decrease in fee income and a $360,000
decrease in other income. Fee income in 1994 included $282,000 of prepayment
charges received in connection with the prepayment of several commercial real
estate loans, compared to prepayment charges of $4,000 in 1995. Also, loan
servicing fee income declined $52,000 as a result of a decrease in the loans
serviced for others portfolio which was $245.7 million at the end of 1994
compared to $219.6 million at the end of 1995. The decline in other income was
attributable primarily to net rental income of $333,000 in 1994 on assets held
under operating leases, compared to $47,000 in 1995, the year in which the
underlying properties were sold.

Non-Interest Expense. Non-interest expense decreased $567,000 to $9.8
million for the year ended December 31, 1995, from $10.4 million for the year
ended December 31, 1994. Occupancy expense decreased $176,000 as a result of the
relocation of County's leased corporate and downtown Columbus branch offices in
August 1994. This move resulted in an annualized cost savings of over $200,000.
Legal fees decreased $163,000 as a result of the continued reduction in loan
workout and foreclosure activity. Federal deposit insurance assessments
decreased $126,000 as County's average assessment rate was lower in 1995 than in
1994. On a relative basis, non-interest expense improved in 1995, with total
non-interest expense expressed as a percentage of average assets of 2.07% in
1995, as compared to 2.27% in 1994. County's efficiency ratio improved to 65.9%
in 1995 from 74.0% in 1994.

Income Tax Expense. Income tax expense for the year ended December 31,
1995, was $984,000, or 19.7% of pre-tax income, compared to a benefit of
$791,000 in 1994. The provision in 1995 was less than the 34% statutory rate
primarily as a result of additional tax bad debt deductions realized as a result
of an increase in mortgage loan assets. During 1994, County's 1990 federal
income tax return was examined by the Internal Revenue Service. As a result of
this examination, approximately $4.0 million of unrealized capital losses were
converted to ordinary losses which were carried back to recover previously paid
taxes, and an established valuation allowance of $991,000 for capital loss
carryforwards that were not previously anticipated to be

50
<PAGE> 51

realized was eliminated. Also eliminated (and recorded as a reduction of income
tax expense) was a $353,000 liability for potential examination adjustments.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993

Net Income. Net income for 1994 was $3.6 million as compared to $3.0
million for 1993, an increase of 20.0%. The increase in net income was
attributable to a $1.3 million, or 13.2% increase in net interest income, an
$881,000, or 7.8% decrease in non-interest expense, and the recording of an
income tax benefit of $791,000 in 1994 compared to an expense of $288,000 in
1993. Such items were partially offset by a $174,000, or 53.4%, increase in the
provision for loan losses, and a $2.5 million, or 53.9%, decrease in
non-interest income. County's net interest margin was 2.82% in 1994, unchanged
from 1993. The net interest margin was affected by an increase in average
interest-earning assets related to increased investments in adjustable rate
securities in the latter part of 1993 and the first half of 1994, and a shift
in funding from lower cost deposits to borrowings. Pre-tax income in 1994 was
$2.8 million, a decrease of $476,000, or 14.4% from 1993. County's return on
average assets and return on average equity were 0.79% and 12.81%,
respectively, for 1994 as compared to 0.71% and 11.66%, respectively, for 1993.

Interest Income. Total interest income (including gains on the sale of
mutual funds, as discussed below) increased $786,000, or 2.6%, to $30.5 million
for 1994, as compared to $29.7 million for 1993. Net interest income increased
$935,000, or 8.2%, to $12.3 million in 1994 compared to $11.4 million in 1993.
This increase primarily resulted from an 8.3% increase in average
interest-earning assets during 1994, which was only partially offset by a
decline in the weighted average yield on interest-earning assets during 1994.

The weighted average yield on interest-earning assets declined to 6.96%
during 1994 from 7.35% during 1993. This decrease resulted in part from County's
investing in certain mutual funds for the purpose of generating capital gain
income in order to realize tax benefits from capital loss carryforwards that
originated in 1990 and would expire in 1995. Income was earned on these funds
via the purchase and subsequent sale of shares prior to the distribution of
earnings by the funds. Given the nature of these assets and the earnings derived
therefrom, they are considered interest-earning assets for purposes of the net
interest margin discussion herein. For financial statement purposes, gains on
sales of mutual funds are reflected in non-interest income.

Interest Expense. Total interest expense decreased 0.8% to $18.1 million
for 1994, as compared to $18.3 million for 1993. Interest expense was affected
by a higher average balance of interest-bearing liabilities. Average
interest-bearing liabilities increased $29.0 million, or 7.3%, from $396.2
million in 1993 to $425.2 million in 1994. Average deposits increased $8.0
million, or 2.5%, from $315.9 million in 1993 to $323.9 million in 1994. FHLB
advances and other borrowings increased $21.0 million, or 26.2%, from $80.3
million in 1993 to $101.4 million in 1994. County's cost of funds decreased to
4.27% in 1994, as compared to 4.62% in 1993.

The average cost of deposits decreased from 4.25% in 1993 to 4.20% in 1994,
which was partially offset by an increase in the average cost of FHLB advances
from 4.05% in 1993 to 4.45% in 1994. The most significant factor in the overall
cost of funds reduction was the repayment of certain other borrowings. In 1993,
County had an average balance of $22.4 million in other borrowings, which
represented a surety-backed collateralized bond that had an average cost of
11.17%. This borrowing was repaid in June 1993. In 1994, County had average
other borrowings, which represented reverse repurchase agreements, of $5.9
million at an average cost of 5.10%.

Provision for Possible Loan Losses. The provision for possible loan losses
increased 53.4% to $500,000 in 1994, as compared to $326,000 in 1993. The higher
provision was related to the increase in net charge-offs and management's
assessment of the adequacy of the allowance for possible loan losses. Net
charge-offs represented 0.45% of the average loans during 1994, as compared to
0.38% of average loans in 1993. The allowance for possible loan losses at
December 31, 1994 was $2.3 million, or 0.87% of total loans, as compared to $3.0
million, or 1.11%, at the same date in 1993. The ratio of allowance for possible
loan losses to non-performing loans increased from 52.4% at December 31, 1993 to
261.9% at December 31, 1994.

51
<PAGE> 52

Non-Interest Income. Non-interest income decreased to $2.2 million in 1994
from $4.7 million in 1993. This decrease of $2.5 million was primarily a result
of a $2.0 million decrease in net gains on sales of securities. Included in the
1993 results were $1.2 million in gains on sales of mutual funds compared to
$764,000 in 1994. As discussed previously, mutual fund investments were utilized
as a means for generating capital gain income in order to obtain tax benefits
from capital loss carryforwards. Also, the 1994 results included $1.2 million of
losses on the sale of available-for-sale securities compared to $467,000 in
gains in 1993. Market values of securities were adversely affected in 1994 by
the general increase in interest rates.

Non-Interest Expense. Non-interest expense decreased from $11.3 million in
1993 to $10.4 million in 1994. Legal fees decreased $255,000 in 1994 compared to
1993, as loan workout and foreclosure activity declined in 1994. Occupancy
expense declined $100,000 primarily as a result of a partial year's cost savings
associated with the corporate office relocation in 1994 discussed above.
Non-interest expense in 1993 also included a non-recurring loss of $327,000
incurred in connection with the early extinguishment of a 10.15% bond
obligation. Other reductions in operating expenses generally resulted from
management's efforts to reduce and control expenses. Total non-interest expense
expressed as a percentage of average assets declined to 2.27% in 1994, as
compared to 2.64% in 1993. County's efficiency ratio improved from 85.1% in 1993
to 74.0% in 1994.

Income Tax Expense. County recorded a benefit from income taxes in 1994 of
$791,000, as compared to an expense of $288,000, or 8.7% of pre-tax income, in
1993. The rate in 1993 was lower than the statutory rate primarily because of
the recognition of previously unrecorded tax benefits associated with capital
loss carryforwards. The benefit in 1994 resulted from the IRS examination
described above.

ASSET QUALITY

Non-Performing Assets. County's overall loan quality is enhanced by its
sound underwriting, approval and ongoing loan review procedures. Single family
loans are originated or purchased using secondary market agency guidelines as
underwriting standards. Multi-family loans are underwritten to ensure an
appropriate loan to value and adequate debt service coverage. Loans are subject
to a quality control process which includes executive management and Board of
Directors involvement, when necessary. County's loan review process annually
encompasses approximately 75% of outstanding non-single family loans. This
process involves an inspection of the collateral, analysis of current financial
information on the borrowers and/or guarantors and the collateral property and
other considerations. Findings from the foregoing are reported to the loan
review committee which rates each loan accordingly.

Loans are placed on non-accrual status when, in the judgment of management,
the probability of collection of interest is deemed to be insufficient to
warrant further accrual. County normally does not accrue interest on loans past
due 90 days or more.

Real estate acquired by County as a result of foreclosure or by
deed-in-lieu of foreclosure is classified as real estate owned until it is sold.
When a property is acquired, it is recorded at the lower of cost or fair value
less estimated costs to sell the property. Any write-downs resulting at
acquisition are charged to the allowance for possible loan losses. Costs
incurred in maintaining County's interest in the property between the date the
loan becomes delinquent and the date of acquisition are capitalized. After the
date of acquisition, all costs incurred in maintaining the property are expensed
and costs incurred for the improvement or development of such property are
capitalized.

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<PAGE> 53

The following table sets forth the amounts and categories of County's
non-performing assets at the dates indicated.

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, --------------------------
1996 1995 1994 1993
--------- ---- ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Non-accrual loans(1).................................. $ 223 $ 90 $ 888 $5,734
Real estate owned..................................... 720 736 2,563 3,760
---- ---- ------ ------
Total non-performing assets........................... $ 943 $826 $3,451 $9,494
==== ==== ====== ======
Non-performing loans to total loans................... 0.06% 0.02% 0.33% 2.11%
Non-performing assets to total assets................. 0.20% 0.16% 0.81% 2.36%
</TABLE>

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

(1) County had no accruing loans 90 days or more past due at any of the dates
presented.

Management of County is not aware of any material amounts of loans
outstanding, not disclosed in the table above, for which there is significant
uncertainty as to the ability of the borrower to comply with present payment
terms.

The net reduction to interest income related to non-accrual loans for the
three months ended March 31, 1996, and for the years ended December 31, 1995,
1994 and 1993 was $9,000, $5,000, $75,000 and $985,000, respectively. County
knows of no significant loan concentration which might pose a risk to its
portfolio other than the fact that a majority of its loans are secured by
properties located in Ohio. Of the $5.7 million of non-performing loans at
December 31, 1993, three loans totaling $1.2 million were outstanding at March
31, 1996. All such loans have been performing loans since June 1994.

Allowance for Possible Loan Losses. An allowance for possible loan losses
is maintained at a level that County's management considers adequate to provide
for potential losses based upon an evaluation of known and inherent risks in the
loan portfolio. County's internal loan review committee evaluates the allowance
on a continuous basis. While management uses the best information available to
make its evaluation, future adjustments to the allowance may be necessary if
economic conditions differ substantially from the assumptions used in making the
evaluations.

While specific allowances are recorded by County when potential loan losses
are known, other losses may exist in the loan portfolio which have not become
apparent. The "unallocated" portion of the allowance for possible loan losses is
recorded by County to reflect historical charge-off and delinquency experience
as well as changes in the components of the loan portfolio. Net charge-offs
totaled $87,000 for the year ended December 31, 1995 and have averaged $782,000
over the last three years. Charge-offs for the quarter ended March 31, 1996 were
$93,000. Additionally, the composition of the loan portfolio has changed, with
one- to four-family residential loans aggregating approximately $173.0 million
at March 31, 1996 compared to $69.8 million at December 31, 1993. These types of
loans, in the opinion of management of County, entail less risk and accordingly,
County's allowance for possible loan losses as a percentage of total loans has
declined from 1.11% at December 31, 1993 to 0.60% at March 31, 1996.

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<PAGE> 54

The following table summarizes changes in the allowance for possible loan
losses and other selected statistics for the periods presented.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, --------------------------------------------
1996 1995 1994 1993
------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Balance at beginning of period.............. $ 2,022 $ 2,326 $ 3,007 $ 3,997
Loans charged-off:
Real estate............................... 90 25 889 535
Commercial and other...................... 11 93 308 635
------ ------ ------ ------
Total charge-offs......................... 101 118 1,197 1,170
------ ------ ------ ------
Recoveries.................................. 8 31 25 83
------ ------ ------ ------
Net charge-offs............................. 93 87 1,172 1,087
Provision for possible loan losses.......... 125 250 500 326
Transfer (to) from REO and assets held under
operating leases.......................... 39 (467) (9) (229)
------ ------ ------ ------
Balance at end of period.................... $ 2,093 $ 2,022 $ 2,326 $ 3,007
====== ====== ====== ======
Average loans outstanding................... $357,407 $ 312,033 $ 261,564 $ 286,303
Loans outstanding at end of period.......... $348,734 $ 364,211 $ 267,610 $ 271,313
Allowance as a percent of loans
outstanding............................... 0.60% 0.56% 0.87% 1.11%
Net charge-offs to average loans ........... 0.10% 0.03% 0.45% 0.38%
Allowance for possible loan losses to non-
performing loans.......................... 938.5% 2,246.7% 261.9% 52.4%
</TABLE>

The following table presents the allocation of the allowance for possible
loan losses to the total amount of loans in each category listed at the dates
indicated.

<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------------------------------------------------------------
AT MARCH 31, 1996 1995 1994 1993
---------------------- ---------------------- ---------------------- ----------------------
PERCENT OF PERCENT OF PERCENT OF PERCENT OF
LOANS TO LOANS TO LOANS TO LOANS TO
ALLOWANCE TOTAL ALLOWANCE TOTAL ALLOWANCE TOTAL ALLOWANCE TOTAL
--------- ---------- --------- ---------- --------- ---------- --------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Real estate mortgage.... $ 1,953 93.2% $1,885 93.6% $1,935 90.3% $2,127 90.1%
Construction mortgage... 11 1.2 9 0.9 14 2.1 8 1.1
Consumer, commercial and
other ................ 129 5.6 128 5.5 377 7.6 872 8.8
------ ----- ------ ----- ------ ----- ------ -----
Total................... $ 2,093 100.0% $2,022 100.0% $2,326 100.0% $3,007 100.0%
====== ===== ====== ===== ====== ===== ====== =====
</TABLE>

COMPARISON OF MARCH 31, 1996 AND DECEMBER 31, 1995 FINANCIAL CONDITION

Total assets amounted to $468.4 million at March 31, 1996, as compared to
$520.5 million at December 31, 1995, a decrease of $52.1 million, or 10.0%. At
December 31, 1995, County had increased its total loans and assets as part of
its tax planning strategy. The $52.1 million decrease from December 31, 1995 to
March 31, 1996 resulted from the planned sale of approximately $30.0 million of
available-for-sale securities in January 1996 along with reductions in the loan
and investment securities portfolios resulting from principal amortizations and
repayments. Funds generated from the reduction in assets were used to repay FHLB
advances which were $52.3 million at March 31, 1996 compared to $105.5 million
at December 31, 1995.

Total securities decreased by $33.5 million, or 23.0%, to $111.8 million at
March 31, 1996. County's investment portfolio provides a relatively stable
source of interest income and is utilized as a source of liquidity and a means
of managing interest rate risk. At March 31, 1996, 49.1% of County's investment
securities were

54
<PAGE> 55

classified as available-for-sale. This compares to 59.7% at December 31, 1995.
The decrease in the percentage classified as available-for-sale, as well as the
decrease in the portfolio as a whole, was a result of the planned sale of
securities in January 1996 discussed above.

Loans decreased $15.5 million, or 4.2%, to $348.7 million at March 31,
1996. The decrease was primarily a result of decreases of $7.8 million and $7.4
million, respectively, in County's commercial real estate and one-to four-family
loan portfolios. The decrease in the loan portfolios resulted from principal
amortizations and repayments.

Deposits totaled $364.7 million at March 31, 1996, an increase of $1.9
million, or 0.5%, over the balance at December 31, 1995. Total interest-bearing
deposits accounted for 97.6% of total deposits at March 31, 1996, as compared to
97.8% at December 31, 1995.

Total borrowings decreased $53.9 million, or 44.9%, to $66.0 million at
March 31, 1996, as compared to $119.9 million at December 31, 1995. The majority
of this decline was a result of a $53.2 million decrease in FHLB advances. This
decrease was due to the planned reduction in assets in January 1996 discussed
above.

COMPARISON OF DECEMBER 31, 1995 AND DECEMBER 31, 1994 FINANCIAL CONDITION

Total assets amounted to $520.5 million at December 31, 1995, as compared
to $424.7 million at December 31, 1994, an increase of $95.7 million, or 22.5%.
The increase in assets was funded with deposit growth of $45.4 million, or
14.3%, increased borrowings of $45.1 million, or 60.3%, and changes in
shareholder's equity of $4.2 million, or 14.1%.

Total investment securities increased $7.9 million, or 5.7%. Securities
classified as available-for-sale represented 59.7% of the total securities
portfolio at December 31, 1995, as compared to 12.3% at December 31, 1994. The
greater allocation of the securities portfolio to the available-for-sale
category was a result of County's efforts to provide readily marketable assets
to serve as secondary sources of liquidity to accommodate heavier loan demand as
well as to provide an additional vehicle from which to manage interest rate
risk.

Total loans increased $96.6 million, or 36.1%, from $267.6 million at
December 31, 1994 to $364.2 million at December 31, 1995. Much of the loan
growth resulted from $88.6 million of loan purchases during the year. The
increase in loans contributed significantly to County's financial performance.
Most of the loan growth occurred in the one- to four-family mortgage loan
portfolio, which increased $92.1 million or 104.2%. The growth in single-family
lending was consistent with County's emphasizing the origination and purchase of
permanent conventional loans secured by one- to four-family residences.

Deposits totaled $362.8 million at December 31, 1995, an increase of $45.4
million, or 14.3%, over the balance at December 31, 1994. The increase resulted
from competitive pricing, as County sought balance sheet growth during the year.

LIQUIDITY AND CAPITAL RESOURCES

County's primary sources of funds are deposits, principal and interest
payments on loans and mortgage-backed securities, proceeds from the sale of
loans in the secondary mortgage market, FHLB advances and other borrowings,
funds provided from operations and maturing investment securities. While
maturities of investment securities and scheduled amortization of loans and
mortgage-backed securities are a predictable source of funds, deposit flows and
mortgage prepayments are significantly influenced by general interest rates,
economic conditions and competition.

The standard measure of liquidity for thrift institutions is the ratio of
cash and eligible investments to a certain percentage of net withdrawable
savings and borrowings due within one year. The minimum required ratio is
currently set by OTS regulations at 5%, of which 1% must be comprised of
short-term investments (i.e., generally with a term of less than one year). For
the periods ended March 31, 1996 and December 31, 1995, County's liquidity ratio
for regulatory purposes was 6.43% and 5.90%, respectively.

55
<PAGE> 56

Cash and cash equivalents decreased $2.1 million in the three months ended
March 31, 1996, compared to a $358,000 increase during the first quarter of
1995. The primary sources of funds in the first quarter of 1996 were $30.2
million of proceeds from the sale of available-for-sale securities and $18.0
million from a net decrease in the loan portfolio. Funds provided by the
foregoing sources were utilized primarily to repay borrowings, which declined by
$53.9 million during the three months ended March 31, 1996.

During the year ended December 31, 1995, County had a net increase of $2.6
million in cash and cash equivalents. Major sources of funds were proceeds of
$57.4 million from the sale of investment securities, $25.3 million in proceeds
from the maturity of investment securities and net increases in FHLB advances of
$40.4 million and deposits of $45.4 million. The major uses of cash during the
year included the funding of a $96.8 million increase in County's loan portfolio
and purchases of securities totaling $89.2 million.

During the year ended December 31, 1994, there was a net decrease of $4.5
million in cash and cash equivalents. Sources of cash during the year included
funds provided from the maturity of investment securities of $30.9 million, an
increase of $25.1 million in FHLB advances, and the sale of $37.2 million in
available-for-sale securities. Major uses of cash during the year which offset
the sources of cash included the purchase of $102.8 million in investments and
mortgage-backed securities, an increase in loans receivable of $10.9 million and
a reduction in deposits of $13.5 million.

Borrowings by County from the FHLB and other sources may be used to offset
reductions in other sources of funds such as deposits and to assist in
asset/liability management. There were borrowings of $66.0 million outstanding
at March 31, 1996 and $119.9 million at December 31, 1995. Based on collateral
pledged to the FHLB, County had a total borrowing capacity of approximately
$137.0 million at March 31, 1996. Other unpledged securities that could be used
as collateral would support an additional $49.0 million in FHLB advances, other
borrowings or public funds deposits. Also, County had commitments to fund loan
originations and unused lines of credit with borrowers of $17.5 million at March
31, 1996. In the opinion of County's management, County has sufficient cash flow
and borrowing capacity to meet current and anticipated funding requirements.

At March 31, 1996, certificates of deposit scheduled to mature in one year
or less totaled $248.2 million. Management of County believes, based upon its
current plan to remain competitive on the basis of rates paid, that a
significant portion of such deposits will remain with County.

At March 31, 1996, County's tangible regulatory capital totaled $34.4
million, or 7.3% of adjusted assets, compared to $33.5 million, or 6.4% of
adjusted assets, at December 31, 1995.

ASSET/LIABILITY MANAGEMENT

An asset/liability management committee consisting of senior and executive
officers meets regularly and reviews County's interest rate risk position and
makes adjustments to the position within the parameters established by County's
Board of Directors. In addition, the Board of Directors of County reviews
County's asset/liability position on a quarterly basis, including simulations of
the effect on County's earnings and capital of various interest rate scenarios.

In managing its asset/liability mix, and depending on the relationship
between long- and short-term interest rates, market conditions and consumer
preference, County may place somewhat greater emphasis on maximizing its net
interest income than on matching the interest rate sensitivity of its assets and
liabilities in an effort to increase its net income. Management believes that
the increased net income resulting from a mismatch in the maturity of its asset
and liability portfolios can, during periods of declining or stable interest
rates, provide high enough returns to justify the increased exposure to sudden
and unexpected increases in interest rates which can result from such mismatch.
As a result, County may have relatively more exposure to rapid increases in
interest rates than some institutions which concentrate principally on matching
the duration of their assets and liabilities. See "Risk Factors -- Impact of
Interest Rates and Economic Conditions."

Net Portfolio Value Analysis. County uses net portfolio value ("NPV")
analysis as a tool to measure the effectiveness of its asset/liability
management program. NPV measures the change in the net present value of incoming
and outgoing cash flows from assets, liabilities and off-balance-sheet contracts
resulting

56
<PAGE> 57

from instantaneous and sustained changes in interest rates of 100, 200, 300 and
400 basis points. County measures its interest rate risk as the change that
occurs to its NPV as the result of an increase or decrease in market interest
rates.

The following table shows the projected change in the NPV of County at
December 31, 1995 compared to December 31, 1994 assuming an instantaneous and
sustained change in market interest rates of 100, 200, 300 and 400 basis points.

<TABLE>
<CAPTION>
CHANGE IN DECEMBER 31, 1995 DECEMBER 31, 1994
INTEREST RATE -------------------------------- --------------------------------
(BASIS POINTS) DOLLAR CHANGE PERCENT CHANGE DOLLAR CHANGE PERCENT CHANGE
-------------- ------------- -------------- ------------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
+400 $ (14,097) (35)% $ (18,735) (53)%
+300 (9,163) (23) (13,814) (39)
+200 (4,900) (12) (8,856) (25)
+100 (1,773) (4) (4,213) (12)
0 0 0 0 0
-100 1,021 3 3,701 10
-200 2,065 5 6,769 19
-300 3,694 9 9,298 26
-400 6,130 15 13,268 38
</TABLE>

As shown above, County's projected decline in NPV decreased from December
31, 1994 to December 31, 1995 due primarily to lower levels of interest rates.
This information illustrates that County will generally benefit from decreasing
interest rates.

Gap Analysis. Another method for measuring the effectiveness of an
asset/liability management program is known as a "gap analysis." This
methodology measures the difference between rate-sensitive assets and
liabilities which, under the current interest rate environment, management
estimates will mature or reprice in the same period. The following table sets
forth an estimate by County's management of the projected maturities and
repricing of County's assets and liabilities as of March 31, 1996 and December
31, 1995. In preparing the table, management of County has assumed that loans
prepay to varying degrees based on type, maturity and rate. Certificates of
deposit have been entered into the analysis based on contractual maturity and
transaction accounts (passbook, MMDA and NOW) are projected to reprice based on
estimated decay rates.

<TABLE>
<CAPTION>
0-90 91-180 181-365 1-5 OVER 5
DAYS DAYS DAYS YEARS YEARS TOTAL
-------- -------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
AS OF MARCH 31, 1996:
Interest-earning assets:
Loans......................... $ 89,765 $ 57,975 $ 78,354 $ 89,828 $32,812 $348,734
Investment securities......... 53,059 22,156 5,395 8,742 22,475 111,827
------ ------ ------ ------ ------ ------
Total interest-earning assets... 142,824 80,131 83,749 98,570 55,287 460,561
------ ------ ------ ------ ------ ------
Interest-bearing liabilities:
Demand, interest bearing...... 1,866 1,866 3,732 8,292 20,864 36,620
Passbook savings.............. 1,562 1,562 3,125 11,545 15,788 33,582
Certificates of deposit....... 80,064 66,819 101,329 45,373 920 294,505
FHLB advances................. 52,300 -- -- -- -- 52,300
Other borrowings.............. 13,740 -- -- -- -- 13,740
------ ------ ------ ------ ------ ------
Total interest-bearing
liabilities................... 149,532 70,247 108,186 65,210 37,572 430,747
------ ------ ------ ------ ------ ------
Total gap....................... (6,708) 9,884 (24,437) 33,360 17,715 $ 29,814
======
------ ------ ------ ------ ------
Cumulative gap.................. $ (6,708) $ 3,176 $(21,261) $ 12,099 $29,814
====== ====== ====== ====== ======
Cumulative gap as a percentage
of total assets............... (1.4)% 0.7% (4.5)% 2.6% 6.4%
</TABLE>

57
<PAGE> 58

<TABLE>
<CAPTION>
0-90 91-180 181-365 1-5 OVER 5
DAYS DAYS DAYS YEARS YEARS TOTAL
-------- -------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
AS OF DECEMBER 31, 1995:
Interest-earning assets:
Loans......................... $ 75,358 $ 49,169 $109,559 $ 94,343 $35,782 $364,211
Investment securities......... 69,887 29,938 12,888 9,053 23,520 145,286
-------- -------- -------- -------- ------- --------
Total interest-earning
assets..................... 145,245 79,107 122,447 103,396 59,302 509,497
-------- -------- -------- -------- ------- --------
Interest-bearing liabilities:
Demand, interest bearing...... 1,845 1,846 3,693 8,246 21,276 36,906
Passbook savings.............. 1,814 1,815 3,629 12,551 16,015 35,824
Certificates of deposit....... 68,222 57,262 63,814 99,864 906 290,068
FHLB advances................. 90,500 15,000 -- -- -- 105,500
Other borrowings.............. -- 14,435 -- -- -- 14,435
-------- -------- -------- -------- ------- --------
Total interest-bearing
liabilities................... 162,381 90,358 71,136 120,661 38,197 482,733
-------- -------- -------- -------- ------- --------
Total gap....................... (17,136) (11,251) 51,311 (17,265) 21,105 $ 26,764
========
-------- -------- -------- -------- -------
Cumulative gap.................. $(17,136) $(28,387) $ 22,924 $ 5,659 $26,764
======== ======== ======== ======== =======
Cumulative gap as a percentage
of total assets............... (3.3)% (5.5)% 4.4% 1.1% 5.1%
</TABLE>

Certain shortcomings are inherent in each of the above analyses. For
example, although certain assets and liabilities may have similar maturities or
periods of repricing, they may react in different degrees to changes in market
interest rates. Also, interest rates on certain types of assets and liabilities
may fluctuate in advance of, or lag behind, changes in market rates. Further, in
the event of a change in interest rates, prepayment and early withdrawal levels
could deviate significantly from those assumed in calculating the analyses.
Finally, in the event of rising interest rates, management may choose to
increase the rates paid on deposit accounts in order to retain those accounts.

ACCOUNTING DEVELOPMENTS

In May 1995, the Financial Accounting Standards Board ("FASB") released
SFAS No. 122, "Accounting for Mortgage Servicing Rights." SFAS No. 122 requires
mortgage banking enterprises to recognize the rights to service mortgage loans
for others as a separate asset, regardless of the manner in which such rights
are acquired. SFAS No. 122 applies to fiscal years beginning after December 15,
1995. County adopted the provisions of this statement on January 1, 1996. As a
result, an allowance of $100,000 was recorded for the excess of amortized cost
over the estimated fair value of capitalized purchased mortgage servicing rights
during the three months ended March 31, 1996.

IMPACT OF INFLATION AND CHANGING PRICES

The financial statements and related data presented herein have been
prepared in accordance with generally accepted accounting principles which
require the measurement of financial position and operating results in terms of
historical dollars without considering changes in the relative purchasing power
of money over time due to inflation. The primary assets and liabilities of
County are monetary in nature. As a result, interest rates have a more
significant impact on County's performance than the effects of general levels of
inflation. Interest rates do not necessarily move in the same direction or
magnitude as the prices of goods and services.

POTENTIAL ADVERSE EFFECTS OF PROPOSED LEGISLATION

Legislation has been introduced in Congress that, if adopted, would result
in, among other things, the merger of the SAIF of the FDIC into the BIF of the
FDIC. If such legislation were adopted in its present

58
<PAGE> 59

form, a financial institution with deposits insured by the SAIF would be
expected to pay a one-time charge equal to approximately 0.85% to 0.90% of its
deposits subject to the SAIF assessments. Consequently, the imposition of such a
charge could have a material adverse impact on the financial condition and
results of operations of County in the year such legislation is adopted.
However, future deposit assessments would be expected to decrease to
approximately 0.04% from the 0.23% of deposits currently paid by County.

59
<PAGE> 60

BUSINESS OF COUNTY

GENERAL

County is a community-oriented savings institution that conducts its
operations through 10 full-service offices, six of which are located in Licking
County and four of which are located in Franklin County, Ohio. At March 31,
1996, approximately $188.2 million, or 51.6% of County's total deposits, were
located in Licking County. As of June 30, 1995, County had 14.1% of federally
insured deposits in Licking County, which was the second largest market share.
At March 31, 1996, approximately $176.5 million, or 48.4% of County's total
deposits, were located in Franklin County. As of June 30, 1995, County had 1.0%
of federally insured deposits in Franklin County, which was the tenth largest
market share among banks and thrifts. Although all of central Ohio has
experienced notable economic growth over the past 20 years, eastern Franklin
County and western Licking County have recently experienced a significant
increase in housing construction and new business activity.

County has traditionally offered a variety of savings products and loan
products to its retail customers. County also has been a purchaser of fixed- and
adjustable-rate residential mortgages from unrelated third parties.

LENDING ACTIVITIES

County's lending operations primarily emphasize the origination of single
family adjustable-rate and fixed-rate residential mortgage loans, commercial
real estate loans, construction loans on residential properties and consumer
loans, consisting principally of home equity loans.

60
<PAGE> 61

Loan Portfolio Composition. The following table sets forth the composition
of County's loan portfolio by type of loan at the dates indicated:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------------------------
MARCH 31, 1996 1995 1994 1993
-------------------- -------------------- -------------------- --------------------
PERCENT PERCENT PERCENT PERCENT
OF TOTAL OF TOTAL OF TOTAL OF TOTAL
AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS
-------- -------- -------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage loans:
One- to
four-family........ $173,037 49.5% $180,438 49.5% $ 88,378 32.8% $ 69,787 25.5%
Multi-family
residential........ 86,038 24.6 86,485 23.7 82,053 30.5 89,054 32.6
Construction, net.... 4,207 1.2 3,454 0.9 5,788 2.2 3,124 1.2
Commercial real
estate............. 66,481 19.0 74,289 20.4 72,132 26.8 87,070 31.8
Other................ 167 0.1 187 0.1 406 0.2 351 0.1
Consumer and commercial
loans:
Line of credit....... 5,928 1.7 6,537 1.8 8,422 3.1 11,036 4.1%
Secured by
deposits........... 2,248 0.7 2,268 0.6 2,300 0.8 2,278 0.8
Home equity.......... 7,329 2.1 7,519 2.0 7,235 2.7 7,463 2.7
Other................ 3,892 1.1 3,572 1.0 2,458 0.9 3,262 1.2
-------- -------- -------- -------- -------- -------- -------- --------
Subtotal............... 349,327 100.0% 364,749 100.0% 269,172 100.0% 273,425 100.0%
======= ======= ======= =======
Less:
Unearned fees and
discounts.......... (593) (538) (1,562) (2,112)
-------- -------- -------- --------
Total loans.......... 348,734 364,211 267,610 271,313
Allowance for
possible loan
losses............. (2,093) (2,022) (2,326) (3,007)
-------- -------- -------- --------
Net loans.............. $346,641 $362,189 $265,284 $268,306
========= ========= ========= =========
</TABLE>

Contractual Maturities. The following table sets forth the scheduled
contractual maturities of County's loan portfolio at March 31, 1996. Demand
loans, loans having no stated schedule of repayments and no stated maturity and
overdraft loans are reported as due in one year or less. The amounts shown for
each period do not take into account loan prepayments and normal amortization of
County's loan portfolio.

<TABLE>
<CAPTION>
CONSUMER
REAL ESTATE AND OTHER
MORTGAGE LOANS TOTAL
----------- --------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Amounts due in:
One year or less............................... $ 20,653 $ 8,490 $ 29,143
After one year through three years............. 54,086 3,105 57,191
After three years through five years........... 15,769 4,012 19,781
After five years through ten years............. 62,084 3,302 65,386
After ten years through 20 years............... 47,171 488 47,659
More than 20 years............................. 130,167 -- 130,167
----------- --------- --------
Total (1)................................... $ 329,930 $19,397 $349,327
========== ======== ========
</TABLE>

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

(1) Does not include adjustments relating to the allowance for loan losses,
deferred loan fees and unearned interest and discounts.

One- to Four-Family Residential. County originates loans secured by first
lien mortgages on completed one- to four-family residences in its primary market
area. Adjustable-rate one- to four-family loans are held for retention in
County's portfolio while fixed-rate loans are primarily held for sale in the
secondary market. County originates residential mortgage loans with terms of 15
and 30 years, although a large number of the loans held in its portfolio are
outstanding over a shorter period due to prepayments. At March 31, 1996,
County's one- to four-family residential real estate loan portfolio was $173.0
million, or 49.5% of total loans.

61
<PAGE> 62

The majority of such loans were underwritten in accordance with Federal Home
Loan Mortgage Corporation ("FHLMC") and Federal National Mortgage Association
("FNMA") guidelines and are eligible for sale in the secondary market.

County also purchases loans secured by first lien mortgages on completed
one- to four-family residences located outside its primary market area. Before
purchasing a loan portfolio, County undertakes extensive due diligence on the
portfolio and requires all loans to meet the same underwriting standards as
loans originated directly by County.

The adjustable-rate mortgages currently offered by County have interest
rates which adjust annually on the applicable anniversary of the loan,
commencing on the first, third, fifth or seventh anniversary, and are based upon
an index tied to the weekly average yield on U.S. Treasury securities (adjusted
to a constant comparable maturity), as made available by the FRB, plus a margin.

Due to the interest rate risk inherent in maintaining a large portfolio of
long-term, fixed-rate assets, County has generally sold fixed-rate mortgage
loans originated by it to secondary market investors. By obtaining a purchase
commitment from the secondary market investor before it makes a commitment to
making a loan intended for sale, County substantially reduces its "pipeline
risk," i.e., the risk that market rates of interest will rise in the period
between the time of commitment and the time of funding the loan.

All loans sold in the secondary market are sold with limited recourse to
County. When County sells the residential loans it has originated or purchased,
it may either retain or sell the rights to service those loans and receive the
related fee. At March 31, 1996, County serviced $213.3 million of loans for
third parties.

Multi-family Residential. In addition to loans on one- to four-family
properties, County originates loans secured by existing, multi-family real
estate containing between four and 100 units. A substantial majority of County's
multi-family loans are secured by real estate located in its primary market
area. At March 31, 1996, loans secured by multi-family properties totaled $86.0
million, or 24.6% of the total loan portfolio. Multi-family loans are offered
with adjustable rates for terms up to 30 years and have a maximum loan-to-value
ratio of 80%.

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

Commercial Real Estate. County originates mortgage loans for the
acquisition and refinancing of commercial real estate properties. At March 31,
1996, $66.5 million, or 19.0% of total loans, consisted of loans secured by
commercial real estate properties. Of such amount, $25.9 million, or 7.4% of
total loans, were secured by commercial real estate properties located outside
of the state of Ohio.

At March 31, 1996, County's commercial real estate loan portfolio consisted
of loans with an average principal balance of $519,000. The largest commercial
real estate loan at that date had a principal balance of $6.9 million.

Construction. County originates loans to construct single-family and
multi-family residential properties. These construction lending activities
generally are limited to County's primary market area. At March 31, 1996, County
had $4.2 million in construction loans, which constituted 1.2% of total loans.

Consumer and Commercial. In order to provide a wide range of financial
services to its customers, County originates consumer loans, which are primarily
for personal, family or household purposes, and commercial loans. At March 31,
1996, consumer and commercial loans totaled $19.4 million and constituted 5.6%
of total loans.

62
<PAGE> 63

At March 31, 1996, 37.8% of County's consumer and commercial loans
consisted of home equity lines of credit. Home equity lines of credit have
interest rates which are based on a regional national bank's prime rate plus a
margin and adjust quarterly. These loans are secured by a first or second lien
mortgage on the borrower's principal residence.

County also makes other traditional consumer loans, including home
improvement loans, loans to finance the purchase of new and used automobiles and
boats, and share loans (i.e., loans to depositors that are secured by their
deposits). County makes commercial and unsecured consumer loans on a
case-by-case basis after a detailed review of the applicant's credit history.

INVESTMENT SECURITIES

County's investment portfolio provides a relatively stable source of
interest income and is utilized as a source of liquidity and a means for
managing interest rate risk. County also maintains a portfolio of mortgage-
backed and related securities as a means of investing in housing related
mortgage instruments without the costs associated with originating mortgage
loans for retention in its loan portfolio.

The following table sets forth certain information relating to County's
investment securities portfolio:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ----------------------------------
1996 1995 1994 1993
--------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Available-for-Sale:
United States Government agency securities...... $ 984 $ 979 $ 3,553 $ 9,944
Collateralized mortgage obligations and real
estate mortgage investment conduits........... 42,344 65,868 2,855 --
Mortgage-backed securities...................... 578 14,612 7,183 --
Mutual funds.................................... 5,616 -- -- 2,370
FHLB stock...................................... 5,369 5,277 3,338 2,163
-------- -------- -------- --------
Total available-for-sale........................ 54,891 86,736 16,929 14,477
-------- -------- -------- --------
Held-to-Maturity:
United States Government agency securities...... -- -- 1,997 --
Collateralized mortgage obligations and real
estate mortgage investment conduits........... 26,073 26,325 73,615 47,572
Mortgage-backed securities...................... 28,952 30,297 42,855 42,287
Industrial development bonds and other.......... 1,911 1,928 2,015 2,134
-------- -------- -------- --------
Total held-to-maturity.......................... 56,936 58,550 120,482 91,993
-------- -------- -------- --------
Total........................................... $ 111,827 $145,286 $137,411 $106,470
======== ======== ======== ========
</TABLE>

Mortgage-backed securities, collateralized mortgage obligations and real
estate mortgage investment conduits ("Remics") are issued and guaranteed by the
Government National Mortgage Association ("GNMA"), the FHLMC or the FNMA. The
collateralized mortgage obligations and Remics in County's portfolio are
considered "non high risk" as that term is defined by the Federal Financial
Institutions Examination Council.

SOURCES OF FUNDS

General. County's principal source of funds for use in lending and for
other general business purposes has traditionally come from deposits obtained
through County's branch offices. County also derives funds from the proceeds
from the sale of residential mortgage loans in the secondary market, the
amortization and prepayments of outstanding loans and mortgage-related
securities, income from operations and maturities of

63
<PAGE> 64

investment portfolio securities. County has also borrowed from the FHLB of
Cincinnati to cover its cash needs. Loan repayments are a relatively stable
source of funds, while deposit inflows and outflows are significantly influenced
by general interest rates and money market conditions.

Deposits. County's current deposit products include passbook accounts,
negotiable order of withdrawal accounts, money market deposit accounts,
commercial checking accounts and certificates of deposit ranging in terms up to
10 years. County's deposit products also include individual retirement accounts
and statement savings accounts.

County's deposits are obtained primarily from residents in its primary
market area of Franklin and Licking Counties, Ohio. County attracts deposit
accounts by offering a variety of accounts, competitive interest rates, and
convenient branch office locations and service hours. County customers are not
currently offered access to ATMs. County primarily utilizes direct solicitation
and newspaper advertising to attract new deposits. County had no brokered
deposits at March 31, 1996. To a limited extent, County accepts large deposits
of public funds when requested to bid for such funds. County offers annuities
and mutual funds to its customers through a non-affiliated third party that
operates in County's branches.

County performs a weekly deposit rate survey of the competitors in its
market area. It prices its deposit products weekly after evaluating deposit
surveys, deposit activity for prior periods and product profitability analyses.
County has been competitive in the types of accounts and in interest rates it
has offered on its deposit products but does not necessarily seek to match the
highest or the lowest rates paid by competing institutions. County conducts a
continual survey of its withdrawing depositors and has found that the search for
higher interest rates, debt payments and relocation represent the three most
frequent reasons given for deposit withdrawals.

The following table presents the amount of certificates of deposit and
related average interest rates at March 31, 1996 and December 31, 1995 which
mature during the periods indicated.

<TABLE>
<CAPTION>
MARCH 31, 1996 DECEMBER 31, 1995
--------------------- ---------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
AMOUNT RATE AMOUNT RATE
-------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Maturing within:
One year.......................................... $248,212 5.75% $189,297 5.58%
One to two years.................................. 37,344 6.13 89,350 6.61
Two to three years................................ 1,719 5.58 4,614 5.91
Three to four years............................... 3,984 7.38 4,129 7.23
Four to five years................................ 2,326 5.84 1,772 5.98
Thereafter........................................ 920 6.22 906 6.21
-------- --------
Total............................................. $294,505 5.82% $290,068 5.93%
======== ========
</TABLE>

<PAGE> 65

The following table presents the average balance of each deposit type and
the average rate paid on each deposit type for the periods indicated.

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
--------------------------------------- ------------------------------------------------------------
1996 1995 1995 1994 1993
------------------ ------------------ ------------------ ------------------ ------------------
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
AVERAGE RATE AVERAGE RATE AVERAGE RATE AVERAGE RATE AVERAGE RATE
BALANCE PAID BALANCE PAID BALANCE PAID BALANCE PAID BALANCE PAID
-------- ------- -------- ------- -------- ------- -------- ------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Transaction accounts
(passbook, money
market and NOW)..... $ 68,748 2.26% $ 84,465 2.53% $ 76,725 2.44% $105,129 2.59% $125,762 2.84%

Retail certificates of
deposit............. 266,770 5.89 214,333 5.63 236,283 5.91 206,227 4.87 179,881 4.89

Negotiated rate
certificates of
deposit............. 33,812 5.61 15,787 5.60 20,286 5.87 12,502 4.84 10,239 5.39
-------- -------- -------- -------- --------
Total................. $369,330 5.19% $314,585 4.80% $333,294 5.11% $323,858 4.13% $315,882 4.09%
======== ======== ======== ======== ========
</TABLE>

Maturities of time certificates of deposit of greater than $100,000
outstanding at March 31, 1996 are summarized as follows:

<TABLE>
<CAPTION>
AMOUNT
--------------
(IN THOUSANDS)
<S> <C>
Three months or less.................................................. $ 12,086
Three through six months.............................................. 6,504
Six through twelve months............................................. 8,780
Over twelve months.................................................... 4,424
-------
Total............................................................... $ 31,794
=======
</TABLE>

County may obtain advances from the FHLB of Cincinnati upon the security of
certain of its residential mortgage loans and investment securities, provided
certain standards related to creditworthiness have been met. Such advances are
made pursuant to several credit programs, each of which has its own interest
rate and range of maturities, and are generally available as needed. In 1995,
such advances were primarily used to fund County's lending activities. At March
31, 1996, County had $52.3 million of FHLB advances. County also utilizes
reverse repurchase agreements as an alternative funding source.

65
<PAGE> 66

The following table sets forth certain information regarding borrowed funds
of County at or for the dates indicated.

<TABLE>
<CAPTION>
AT OR FOR THE THREE
MONTHS AT OR FOR THE YEARS ENDED
ENDED MARCH 31, DECEMBER 31,
------------------- --------------------------------
1996 1995 1995 1994 1993
------- ------- -------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
FHLB advances:
Average balance outstanding............. $79,229 $72,448 $ 81,073 $95,496 $57,940
Balance outstanding at end of period.... 52,300 77,200 105,500 65,100 40,000
Weighted average interest rate paid..... 5.46% 5.79% 5.80% 4.45% 4.05%
Average rate at end of period........... 5.26% 6.18% 5.80% 5.91% 3.30%
Reverse repurchase agreements:
Average balance outstanding............. $14,112 $20,217 $ 25,701 $ 5,825 $ 276
Balance outstanding at end of period.... 13,740 3,004 14,435 9,729 0
Weighted average interest rate paid..... 5.73% 6.14% 6.03% 5.07% 3.58%
Average rate at end of period........... 5.66% 6.22% 5.66% 7.00% N/A
</TABLE>

OFFICES AND PROPERTIES

County conducts its business from its corporate office in Columbus, Ohio,
ten full-service branch offices and one loan production office. County's leased
facilities are leased from unaffiliated third parties.

COMPETITION

The banking business is highly competitive. County competes with other
savings and loan associations, commercial banks, credit unions, mortgage banking
companies, securities brokerage companies, insurance companies, and money market
mutual funds operating in Franklin and Licking Counties. Many of these
competitors have substantially greater resources and lending limits than County
and offer certain services that County does not currently provide. In addition,
non-depository institution competitors are generally not subject to the
extensive regulation applicable to County.

Federal legislation in recent years has eliminated many of the distinctions
between commercial banks and savings institutions and holding companies and has
allowed bank holding companies to acquire savings institutions. Such legislation
has generally resulted in an increase in the competition encountered by savings
institutions and has resulted in a decrease in both the number of savings
institutions and the aggregate size of the savings institutions.

EMPLOYEES

County had approximately 135 full-time employees and five part-time
employees as of March 31, 1996. None of these employees is represented by a
collective bargaining agreement. County believes that it enjoys good relations
with its personnel.

LEGAL PROCEEDINGS

County is a party to various legal actions and complaints arising in the
ordinary course of business. It is the opinion of management that such matters
will not materially affect County's financial condition or results of
operations.

66
<PAGE> 67

SUPERVISION AND REGULATION

The following discussion addresses the regulatory framework applicable to
bank holding companies, thrift holding companies, and their respective
subsidiaries and provides certain specific information relevant to the Company
and County. Regulation of financial institutions such as the Company and County
is intended primarily for the protection of depositors, the deposit insurance
funds of the FDIC, and the banking system as a whole, and generally is not
intended for the protection of shareholders or other investors.

The following is a summary of certain statutes and regulations that apply
to the operation of federally insured depository institutions and their holding
companies. Changes in the applicable laws, and in their application by
regulatory agencies, cannot necessarily be predicted, but they may have a
material effect on the business and results of banking organizations, including
the Company.

REGULATION AND SUPERVISION. As a bank holding company, the Company is
subject to regulation, supervision and examination by the FRB under the Bank
Holding Company Act ("BHCA"). Under the BHCA, bank holding companies may not, in
general, directly or indirectly acquire ownership or control of more than 5% of
the voting shares of any company, including a bank or bank holding company,
without the prior approval of the FRB. In addition, bank holding companies are
generally prohibited from engaging in nonbanking (i.e., commercial or
industrial) activities, subject to certain exceptions under the BHCA.

Upon acquisition of County, the Company will also be required to register
as a savings and loan holding company. As a savings and loan holding company,
the Company will be subject to regulation under the Home Owners Loan Act of
1933, as amended ("HOLA") and its examination and reporting requirements, and
will be subject to the supervision of the OTS except with respect to bank
subsidiaries. The OTS has broad power to impose restrictions on savings and loan
holding company activities if the OTS determines there is reasonable cause to
believe that the continuation by the holding company constitutes a serious risk
to the financial safety, soundness or stability of a subsidiary thrift. A
restriction, issued in the form of a directive, may limit (i) the payment of
dividends by subsidiary thrifts; (ii) transactions between the thrift, the
savings and loan holding company, and the subsidiaries or affiliates of either;
and (iii) any activities of the thrift that might create a serious risk that the
liabilities of the savings and loan holding company or its other affiliates may
be imposed on the thrift.

With certain exceptions, a savings and loan holding company must obtain the
prior written approval of the OTS before acquiring control of a thrift or
savings and loan holding company through the acquisition of stock or through a
merger or some other business combination. HOLA prohibits the OTS from approving
an acquisition by a savings and loan holding company which would result in the
holding company controlling thrifts in more than one state unless (i) the
holding company is authorized to do so by the FDIC as an emergency acquisition,
(ii) the holding company controls a thrift which operated an office in the
additional state or states on March 5, 1987, or (iii) the statutes of the state
in which the thrift to be acquired is located specifically permit a thrift
chartered by such state to be acquired by an out-of-state thrift or savings and
loan holding company.

The Bank Subsidiaries are also subject to regulation, supervision, and
examination by the OCC. FNB is subject to regulation, supervision, and
examination by the OCC. Bellbrook is subject to regulation, supervision, and
examination by the FDIC and the Ohio Division of Financial Institutions. County
is and will continue to be subject to regulation, supervision, and examination
by the OTS and the Ohio Division of Financial Institutions.

Depository institutions are also affected by various state and federal
laws, including those relating to consumer protection and similar matters, as
well as by the fiscal and monetary policies of the federal government and its
agencies, including the FRB. An important purpose of these policies is to curb
inflation and control recessions through control of the supply of money and
credit. The FRB uses its powers to establish reserve requirements of depository
institutions and to conduct open market operations in United States government
securities so as to influence the supply of money and credit. These policies
have a direct effect on the availability of loans and deposits and on interest
rates charged on loans and paid on deposits, with the

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result that federal policies have a material effect on the earnings of
depository institutions, and hence, the Company.

ACQUISITIONS OF CONTROL. The Change in Bank Control Act prohibits a person
or group of persons from acquiring "control" of a bank holding company unless
the FRB has been given 60 days' prior written notice of such proposed
acquisition and within that time period the FRB has not issued a notice
disapproving the proposed acquisition or extending for up to another 30 days the
period during which such a disapproval may be issued, or unless the acquisition
is subject to FRB approval under the BHCA. An acquisition may be made prior to
the expiration of the disapproval period if the FRB issues written notice of its
intent not to disapprove the action. Under a rebuttable presumption established
by the FRB, the acquisition of more than 10% of a class of voting stock of a
bank holding company with a class of securities registered under Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), such as
the Company, would constitute the acquisition of control of such bank holding
company.

In addition, any "company" would be required to obtain the approval of the
FRB under the BHCA before acquiring 25% (5% in the case of an acquirer that is a
bank holding company) or more of the outstanding shares of any class of voting
stock of the Company, or otherwise obtaining "control" over the Company. Under
the BHCA, "control" generally means (i) the ownership or control of 25% or more
of any class of voting securities of the bank holding company, (ii) the ability
to elect a majority of the bank holding company's directors, or (iii) the
ability otherwise to exercise a controlling influence over the management and
policies of the bank holding company. Following the acquisition of County, the
Change in Bank Control Act will also be administered by the OTS with respect to
the Company.

REGULATORY DIVIDEND RESTRICTIONS. The Company is a legal entity separate
and distinct from its subsidiaries. The principal source of cash flow of the
Company, including cash flow to pay dividends on the Company's common stock and
debt service on its debt, is dividends from its subsidiaries. Various federal
and state statutes and regulations limit the amount of dividends that may be
paid to the Company by its banking and thrift subsidiaries without regulatory
approval. These regulatory limitations on dividends, coupled with other
regulatory provisions discussed below, may have the effect of exacerbating any
future financial difficulties by further reducing the availability of funding
sources.

The approval of the OCC is required for the payment of any dividend by a
national bank if the total of all dividends declared by the board of directors
of such bank in any calendar year would exceed the total of (i) the bank's
retained net profits (as defined and interpreted by regulation) for the current
year plus (ii) the retained net profits (as defined and interpreted by
regulation) for the preceding two years, less any required transfer to surplus
or a fund for the retirement of any preferred stock. In addition, a national
bank can pay dividends only to the extent that retained net profits (including
the portion transferred to surplus) exceed bad debts (as defined and interpreted
by regulation).

Under the Federal Deposit Insurance Act (the "FDI Act"), an insured
depository institution may not pay any dividend if it is undercapitalized or if
said payment would cause it to become undercapitalized. Also, the federal bank
regulatory agencies have issued policy statements providing that depository
institutions and their holding companies should generally pay dividends only out
of current operating earnings.

Regulations promulgated by the OTS limit the amount of dividends that may
be paid by a thrift. In general, these limitations depend upon whether or not
the thrift's capital equals or exceeds its fully phased-in capital requirement
immediately prior to, and on a pro forma basis after giving effect to, a
proposed dividend. A thrift that meets or exceeds its fully phased-in capital
requirements is categorized as a "Tier 1 association" and may not, without the
prior approval of the OTS, pay annual dividends in an amount in excess of (i)
its net income (as defined and interpreted by regulation) for that year, plus
(ii) the amount that would reduce by one-half the thrift's "surplus capital
ratio" at the beginning of the year or 75% of its net income over the most
recent four-quarter period. For purposes of determining the amount of dividends
which may be paid by a thrift, the term "surplus capital ratio" means the
percentage by which the thrift's capital-to-assets ratio exceeds the ratio of
its fully phased-in capital requirement to its assets. A thrift with capital
equal to or in excess of its minimum capital requirement, but less than its
fully phased-in capital requirement, is subject to

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more stringent limitations on the amount of dividends that it may pay in any
year without the prior approval of the OTS, while a thrift that does not have
capital in an amount equal to its minimum capital requirements may not pay any
dividends without the prior approval of the OTS. A thrift which meets the fully
phased-in capital requirements but which has received notice from the OTS that
it is in need of more than normal supervision will be treated as a thrift in one
of the other two classes noted above, at the discretion of the OTS, unless the
OTS determines that such treatment is not necessary to ensure the thrift's safe
and sound operation. The OTS also may prohibit any dividend otherwise permitted
upon a determination that the dividend would constitute an unsafe or unsound
practice. Among the circumstances posing such a risk would be a dividend by a
Tier 1 thrift whose capital is decreasing because of substantial losses.

HOLDING COMPANY STRUCTURE. Transactions involving banking subsidiaries.
The Bank Subsidiaries are subject to Federal Reserve Act restrictions that limit
the transfer of funds or other items of value from the Bank Subsidiaries to the
Company or the Company's subsidiaries ("affiliates") in "covered transactions."
In general, covered transactions include loans and other extensions of credit,
investments and asset purchases, as well as other transactions involving the
transfer of value from a banking subsidiary to an affiliate or for the benefit
of an affiliate. Unless an exemption applies, covered transactions by a banking
subsidiary with any of its affiliates it limited in amount to 10% of that
banking subsidiary's capital and surplus (as defined and interpreted by
regulation) and, with respect to covered transactions by a banking subsidiary
with any one of its affiliates is limited in amount to 10% of the banking
subsidiary's capital and surplus (as defined and interpreted by regulation) and,
with respect to covered transactions with all affiliates, in the aggregate, to
20% of that banking subsidiary's capital and surplus. Furthermore, loans and
extensions of credit to affiliates generally are required to be secured in
specified amounts.

Transactions involving thrift subsidiaries. OTS regulations impose
restrictions on "covered transactions" similar to those applicable to banks.
Such regulations prohibit a thrift and its subsidiaries from engaging in certain
tie-in arrangements in connection with any extension of credit, lease or sale of
property or furnishing of services. In addition, a thrift is generally
prohibited from making any loan or extension of credit to any affiliate unless
the affiliate is engaged solely in activities permissible to affiliates of
thrifts under HOLA, and is generally prohibited from purchasing any securities
of any affiliate, other than a subsidiary. A thrift and its subsidiaries may
generally not purchase a low quality asset from an affiliate unless the thrift,
pursuant to an independent credit evaluation, committed itself to purchase the
asset prior to the time the asset was acquired by the affiliate. Covered
transactions are required to be on terms consistent with safe and sound
practices.

LIABILITY OF COMMONLY CONTROLLED INSTITUTIONS. Under the FDI Act, an
insured depository institution that is under common control with another insured
depository institution is generally liable for any loss incurred, or reasonably
anticipated to be incurred, by the FDIC in connection with the default of such
commonly controlled institution, or any assistance provided by the FDIC to any
such commonly controlled institution that is in danger of default. The term
"default" is defined generally to mean the appointment of a conservator or
receiver and the term "in danger of default" is defined generally as the
existence of certain conditions indicating that a "default" is likely to occur
in the absence of regulatory assistance. The effect of this provision is to
diminish the protection previously available to holding companies through
operation of separate depository institution subsidiaries.

SOURCE OF STRENGTH DOCTRINE. Under a policy asserted by the FRB, a bank
holding company is expected to serve as a source of financial and managerial
strength to each of its subsidiary banks and, under appropriate circumstances,
to commit resources to support each such subsidiary bank. This support may be
sought by the FRB at times when a bank holding company may not have the
resources to provide it or, for other reasons, would not otherwise be inclined
to provide it.

REGULATORY CAPITAL STANDARDS AND RELATED MATTERS. The FRB, the OCC, the
FDIC, and the OTS have adopted substantially similar risk-based and leverage
capital guidelines for United States banking organizations. The guidelines
establish a systematic, analytical framework that makes regulatory capital
requirements sensitive to differences in risk profiles among depository
institutions, takes off-balance sheet exposure into account in assessing capital
adequacy and reduces disincentives to holding liquid, low-risk assets.

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Risk-based capital ratios are determined by classifying assets and specified
off-balance sheet financial instruments into weighted categories with higher
levels of capital being required for categories perceived as representing
greater risk. FRB policy also provides that banking organizations generally,
and, in particular, those that are experiencing internal growth or actively
making acquisitions, are expected to maintain capital positions that are
substantially above the minimum supervisory levels, without significant reliance
on intangible assets.

Under the risk-based capital standard, the minimum consolidated ratio or
total capital to risk-adjusted assets (including certain off-balance sheet
items, such as standby letters of credit) required by the FRB for bank holding
companies, such as the Company, is currently 8%. At least one-half of the total
capital must be composed of common equity, retained earnings, qualifying
noncumulative perpetual preferred stock, a limited amount of qualifying
cumulative perpetual preferred stock and minority interests in the equity
accounts of consolidated subsidiaries, less certain items such as goodwill and
certain other intangible assets ("Tier 1 capital"). The remainder may consist of
qualifying hybrid capital instruments, perpetual debt, mandatory convertible
debt securities, a limited amount of subordinated debt, preferred stock that
does not qualify as Tier 1 capital and a limited amount of loan and lease loss
reserves ("Tier 2 capital"). As of March 31, 1996, the Company's Tier 1 and
total capital to risk-adjusted assets ratios were 16.96% and 18.11%,
respectively. At March 31, 1996, on a pro forma combined basis after giving
effect to the acquisition of County on a purchase accounting basis, financed as
described herein, the Company's estimated consolidated Tier 1 capital and total
capital to risk-adjusted assets ratios would be 10.88% and 11.80%, respectively.

In addition to the risk-based standard, the Company is subject to minimum
leverage ratio guidelines. The leverage ratio is defined to be the ratio of a
bank holding company's Tier 1 capital to its total consolidated quarterly
average assets less, goodwill and certain other intangible assets (the "Leverage
Ratio"). These guidelines provide for a minimum Leverage Ratio of 3% for bank
holding companies that have the highest supervisory rating. All other bank
holding companies must maintain a minimum Leverage Ratio of at least 4% to 5%.
Neither the Company nor either of the Bank Subsidiaries has been advised by the
appropriate federal banking regulator of any specific Leverage Ratio applicable
to it. As of March 31, 1996, the Company's Leverage Ratio was 10.43%. At March
31, 1996, on a pro forma combined basis after giving effect to the acquisition
of County on a purchase accounting basis, financed as described herein, the
Company's estimated consolidated Leverage Ratio would be 6.57%.

The Bank Subsidiaries are also subject to capital requirements
substantially similar to those imposed by the FRB on bank holding companies. As
of March 31, 1996, each of the Bank Subsidiaries had capital in excess of the
foregoing minimum regulatory capital requirements.

Under FIRREA, the OTS is required to establish capital requirements for
thrifts no less stringent than those established by the OCC with respect to
banks subject to its jurisdiction. The OCC has established capital requirements
for banks under its jurisdiction that are substantially similar to bank holding
company capital requirements adopted by the FRB and described above.

FIRREA and the regulations promulgated by the OTS thereunder require
thrifts to have minimum regulatory "Tangible Capital" equal to at least 1.5% of
adjusted total assets. In addition, thrifts are required to maintain minimum
regulatory "Core Capital" equal to 3% of adjusted total assets, which, as
discussed below, may be increased on a case by case basis, and to comply with
risk-based capital requirements comparable to those applicable to banks, which
currently require minimum risk-based capital equal to 8% of total risk-adjusted
assets. For purposes of determining compliance with Core Capital and risk-based
capital standards, thrifts may not include supervisory goodwill in the Core
Capital calculation.

The term "Tangible Capital" includes common stockholders' equity,
non-cumulative perpetual preferred stock and related earnings, minority
interests in equity accounts of consolidated subsidiaries and certain non-
withdrawal accounts and pledged deposits of mutual associations, minus goodwill
and other intangible assets and investments in non-includable subsidiaries. The
term "Core Capital" means Tangible Capital plus qualifying supervisory goodwill
and certain intangible assets.

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At least 50% of a thrift's risk-based capital requirement must be met with
Core Capital, or "Tier 1," while the remainder may be met with supplementary, or
"Tier 2 Capital." Tier 2 Capital generally includes the allowance for loan and
lease losses, certain cumulative perpetual preferred stock, certain hybrid debt-
equity instruments and qualifying subordinated debt. The risk-based capital
regulations require the inclusion of 100% of the principal amount of mortgage
loans sold with recourse ("recourse servicing") for purposes of calculating
risk-weighted assets. The assets are then to be included in the appropriate
risk-weighted category based on the requirements of the regulation for mortgage
loans. At March 31, 1996, County had Tangible Capital and Core Capital equal to
7.3% of adjusted total assets, and risk-based capital equal to 12.5% of total
risk-adjusted assets.

PROMPT CORRECTIVE ACTION. The FDI Act requires the federal bank regulatory
agencies to take "prompt corrective action" in respect of FDIC-insured
depository institutions that do not meet minimum capital requirements. A
depository institution's treatment for purposes of the prompt corrective action
provisions will depend upon how its capital levels compare to various relevant
capital measures and certain other factors, as established by regulation.

The federal financial institution regulatory agencies have adopted
regulations establishing relevant capital measures and relevant capital levels.
The relevant capital measures are the total capital ratio, Tier 1 capital ratio
and the Leverage Ratio. Under the regulations, a national bank will be: (i)
"well capitalized" if it has a total capital ratio of 10% or greater, a Tier 1
capital ratio of 6% or greater and a Leverage Ratio of 5% or greater and is not
subject to any order or written directive by any such regulatory authority to
meet and maintain a specific capital level for any capital measure; (ii)
"adequately capitalized" if it has a total capital ratio of 8% or greater, a
Tier 1 capital ratio of 4% or greater and a Leverage Ratio of 4% or greater (3%
in certain circumstances) and is not "well capitalized," (iii)
"undercapitalized" if it has a total capital ratio of less than 8%, a Tier 1
capital ratio of less than 4% or a Leverage Ratio of less than 4% (3% in certain
circumstances); (iv) "significantly undercapitalized" if it has a total capital
ratio of less than 6%, a Tier 1 capital ratio of less than 3% or a Leverage
Ratio of less than 3%; and (v) "critically undercapitalized" if its tangible
equity is equal to or less than 2% of average quarterly tangible assets. In
addition, a depository institution's primary federal regulatory agency is
authorized to downgrade the depository institution's capital category to the
next lower category upon a determination that the depository institution is an
unsafe or unsound condition or is engaged in an unsafe or unsound practice. An
unsafe or unsound practice can include receipt by the institution of a less than
satisfactory rating on its most recent examination with respect to its asset
quality, management, earnings, or liquidity. As of March 31, 1996, both of the
Company's Bank Subsidiaries had capital levels that qualify them as "well
capitalized" under such regulations. County is also "well capitalized" under OTS
standards.

The banking agencies are permitted to establish, on an institution by
institution basis, individualized minimum capital requirements exceeding the
general requirements described above. Failure to meet the capital guidelines
described above could subject an insured bank to a variety of sanctions,
including asset growth restrictions and termination of deposit insurance by the
FDIC.

The FDI Act generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would therefore be
"undercapitalized." "Undercapitalized" depository institutions are subject to
limitations on, among other things, asset growth; acquisition; branching; new
business lines; acceptance of brokered deposits; and borrowings from the Federal
Reserve System and are required to submit a capital restoration plan. The
federal bank regulatory agencies may not accept a capital plan without
determining, among other things, that the plan is based on realistic assumptions
and is likely to succeed in restoring the depository institution's capital. In
addition, for a capital restoration plan to be acceptable, the depository
institution's parent holding company must guarantee that the institution will
comply with such capital restoration plan. The aggregate liability of the parent
holding company is limited to the lessor of (i) an amount equal to 5% of the
depository institution's total assets at the time it became "undercapitalized,"
and (ii) the amount which is necessary (or would have been necessary) to bring
the institution into compliance with all capital standards applicable with
respect to such institution as of the time it fails to comply with the plan. If
a depository

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institution fails to submit an acceptable plan, it is treated as if it is
"significantly undercapitalized." "Significantly undercapitalized" depository
institutions may be subject to a number of requirements and restrictions,
including orders to sell sufficient voting stock to become "adequately
capitalized," requirements to reduce total assets, and cessation of receipt of
deposits from correspondent banks. "Critically undercapitalized" institutions
are subject to the appointment of a receiver or conservator.

The OTS is permitted to establish, on an institution by institution basis,
individualized minimum capital requirements exceeding the general requirements
described above. Failure to meet the capital guidelines described above could
subject an insured thrift to a variety of sanctions, including asset growth
restrictions and termination of deposit insurance by the FDIC.

QUALIFIED THRIFT LENDER ("QTL") TEST

Except in certain cases, HOLA requires savings associations to meet a QTL
test to avoid certain restrictions on their operations. Most savings
associations are required to maintain 65% of their "portfolio assets" (total
assets minus goodwill, intangibles, property used to conduct business and liquid
assets up to 20% of assets), in "qualified thrift investments" (primarily loans
and other investments related to residential real estate together with certain
other assets). A savings institution's failure to meet the QTL test may result
in: (i) limitations on new investments and activities; (ii) imposition of
branching restrictions; (iii) loss of FHLB borrowing privileges; and (iv)
limitations on the payments of dividends.

RECENT DEVELOPMENTS

The deposits of County are presently insured by the SAIF, which together
with the BIF are the two insurance funds administered by the FDIC. As a result
of the BIF's reaching its statutory reserve ratio, the FDIC revised the premium
schedule for BIF-insured institutions to provide a range of 0.04% to 0.31% of
deposits. The revisions became effective in the third quarter of 1995. The BIF
premium schedule was further revised, effective January 1996, to provide a range
of 0% to 0.27% with an annual minimum assessment of $2,000. The SAIF premium
schedule remains at $0.23 to $0.31 per $100 of insured deposits subject to
assessment by the SAIF. All of the Company's insured deposits are BIF deposits
(except $34.7 million of Oakar deposits), while all of County's deposits are
SAIF deposits. As a result of these adjustments, BIF-insured institutions now
generally pay significantly lower premiums than SAIF-insured institutions.

The FDIC has noted that the SAIF is not expected to attain its designated
reserve ratio until the year 2002. As a result, SAIF-insured members will
generally be subject to higher deposit insurance premiums than BIF-insured
institutions until, all things being equal, the SAIF attains its required
reserve ratio.

The effect of this disparity on County and other SAIF members is uncertain
at this time. It may have the effect of permitting BIF member banks to offer
loan and deposit products on more attractive terms than SAIF members due to the
cost savings achieved through lower premiums, thereby placing SAIF members at a
competitive disadvantage. In order to eliminate this disparity, a number of
proposals to recapitalize the SAIF have been considered by the United States
Congress in 1995 and 1996. One proposal under current consideration provides for
a one-time assessment to be imposed on all deposits as of March 31, 1995,
assessed at the SAIF rates, in order to recapitalize the SAIF and eliminate the
premium disparity. The BIF and SAIF would be merged into one fund as soon as
practicable, but no later than January 1, 1998. The special assessment rate is
anticipated to range from 0.85% to 0.90%. Based on County's level of SAIF
deposits at March 31, 1996 and assuming a special assessment of 0.90%, County's
assessment would be approximately $3.3 million on a pre-tax basis. If the
legislation is enacted, it is anticipated the assessment would be payable in
1996. Accordingly, this special assessment would adversely affect County's
results of operations, unless such assessment is made within one year of the
closing of the Acquisition, in which case it may be accounted for as a purchase
price adjustment, thereby increasing the amount of goodwill recorded by the
Company. Conversely, depending on County's capital level and supervisory rating,
and assuming, although there can be no assurance, that the insurance premium
levels for BIF and SAIF members are again equalized, deposit insurance
assessments could decrease significantly to as low as 0.04% for future periods.

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As part of the currently pending Budget Reconciliation Act for fiscal year
1996, the House-Senate Conference Committee has proposed an assessment on all
FDIC-insured depository institutions to provide funds for payment of interest on
Financing Corporation debt when due. If enacted, this proposal would result in
minimum BIF insurance premiums which are expected to be approximately $0.025 on
each $100 in deposits subject to BIF assessments.

As part of the legislation, the United States Congress is considering
requiring all federal thrift institutions, such as County, to convert either to
a national bank or to a state chartered financial institution by January 1,
1998. In addition, the Company would no longer be regulated as a thrift holding
company, but rather only as a bank holding company. The OTS would also be
abolished and its functions transferred among the other federal banking
regulators. Certain aspects of the legislation remain to be resolved and
therefore no assurance can be given as to whether or in what form the
legislation will be enacted or its effect on the Company or County.

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MANAGEMENT OF THE COMPANY

The current directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------- ---- ------------------------------------------------------------------
<S> <C> <C>
Gary N. Fields 55 President and Chief Executive Officer of the Company
David A. Arnold 58 Vice President of the Company and President and Chief Executive
Officer of FNB
James H. Nicholson 33 Secretary and Treasurer of the Company and Chief Financial Officer
and Executive Vice President of FNB
Frederick A. O'Dell 48 Senior Vice President of FNB
Robert M. Butler 49 Senior Vice President of FNB
Charles E. White 56 Senior Vice President of FNB
Theresa L. Barnhart 41 Senior Vice President of FNB
William A. Dougherty 37 President and Chief Executive Officer of Bellbrook
William F. Randles 62 Director, Chairman of the Board of the Company and FNB
Philip E. Burke 58 Director
Frank J. Dosch 37 Director
Richard O. Johnson 67 Director
Milman H. Linn, III 65 Director
Karl C. Saunders 44 Director
William T. Stewart 48 Director
John W. Straker, Jr. 40 Director
Lynn H. Willett 54 Director
</TABLE>

GARY N. FIELDS was appointed President and Chief Executive Officer in April
1996. He had served as Vice President of the Company since February 1994. From
September 1991 to February 1994, he was employed by Bank One, Columbus, where he
coordinated the merger of The Central Trust Company of Central Ohio into Bank
One. In addition, he performed various special projects for BancOne Ohio Corp.
From September 1986 to September 1991, he served as president of The Central
Trust Company of Central Ohio.

DAVID A. ARNOLD served as Executive Vice President of FNB from April 1991
to February 1996 and has served as President and Chief Executive Officer of FNB
since February 1996. From April 1988 to April 1991, Mr. Arnold served as
Executive Vice President and Chief Administrative Officer of Bay Bank & Trust
Co., Panama City, Florida. From November 1980 to April 1988, Mr. Arnold served
as Executive Vice President of Commercial National Bank, Tiffin, Ohio.

JAMES H. NICHOLSON has served as Chief Financial Officer of FNB since April
1994 and served as Controller of FNB from June 1990 to April 1994. Mr. Nicholson
has served as Secretary/Treasurer of the Company since April 1991 and was
elected Executive Vice President of FNB in May 1996. From June 1988 to June
1990, he served as Manager of Accounting and Finance for Rickenbacker
Development Corp. From September 1984 to June 1988, Mr. Nicholson was an audit
supervisor for Coopers & Lybrand.

FREDERICK A. O'DELL has served as Senior Vice President of FNB since March
1992 in the capacity of senior lender and credit administrator. From June 1991
to March 1992, Mr. O'Dell served as Vice President-Business Development for FNB.
From August 1983 to May 1991, Mr. O'Dell served as Area President for BancOhio
National Bank in Newark and in Zanesville.

ROBERT M. BUTLER has served as Senior Vice President of FNB since February
1995. Mr. Butler currently serves as President and Chief Executive Officer of
First Financial Services Group, N.A. which focuses on investment and trust
services and services all holding company affiliates. From August 1993 to
February 1995, Mr. Butler served as Senior Vice President of the Trust Company
of Kentucky, Ashland, Kentucky. From July 1989 to July 1993, he served as Vice
President and Senior Trust Officer of United Southern Bank, Estis, Florida.

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CHARLES E. WHITE has served as Senior Vice President of FNB since November
1987. Mr. White is currently responsible for managing the Retail Customer
Banking division of FNB, which encompasses the branch network, in-store banking
and electronic banking. Mr. White has served in numerous capacities during his
38 years with FNB.

THERESA L. BARNHART has served as Senior Vice President of FNB since April
1994. Ms. Barnhart currently serves as FNB's Senior Operations Officer. Ms.
Barnhart joined FNB in 1971 and has held numerous positions within FNB's
operations area.

WILLIAM A. DOUGHERTY has served as President and Chief Executive Officer of
Bellbrook since July 1995. From May 1986 to July 1995, he was an employee of
various affiliates of FirstMerit Corporation. From June 1992 to July 1995, Mr.
Dougherty served as Vice President and Senior Retail Lending Officer, Elyria
Savings & Trust National Bank, Elyria, Ohio. From October 1990 to June 1992, Mr.
Dougherty served as Assistant Vice President and Manager of Indirect Lending,
First National Bank of Ohio, Akron, Ohio. From May 1986 to October 1990, he
served as Installment Loan Officer & Assistant Manager Installment Loan
Department, Old Phoenix National Bank, Medina, Ohio.

WILLIAM F. RANDLES has served as a director of FNB since 1984 and a
director of the Company since 1990. Since January 1996, Mr. Randles has served
as Chairman of the Board of the Company and FNB. Since 1967, Mr. Randles has
been General Manager of TCI Cablevision of Ohio, Inc. He also serves as a
director of G-Pax, Inc.

PHILIP E. BURKE was elected as a director of the Company in May 1996. Mr.
Burke has served as a director of Bellbrook since 1982. Mr. Burke has served as
President and Chief Executive Officer of Burke Products, Inc. since 1966.

FRANK J. DOSCH, CLU, CHFC has served as a director of FNB and the Company
since 1994. Since 1988, Mr. Dosch has served as a president of The Forker
Company and is a district agent for Northwestern Mutual Life.

RICHARD O. JOHNSON, D.H.L. has served as a director of FNB since 1982 and a
director of the Company since 1990. Since 1991, Mr. Johnson has been President
of J. J. Agro, Inc. From 1952 to 1991, Mr. Johnson served as President and
Manager of the Clay City Beverage Company. Mr. Johnson is a director of National
Gas and Oil Company.

MILMAN H. LINN, III has served as a director of FNB since 1981 and a
director of the Company since 1990. Mr. Linn serves as President of Zanesville
Stoneware Co., first elected to that position in June 1957.

KARL C. SAUNDERS, M.D., F.A.C.S. has served as a director of FNB since 1989
and a director of the Company since 1990. Dr. Saunders is an orthopedic surgeon
with Orthopedic Associates of Zanesville.

WILLIAM T. STEWART, PHD., P.E. has served as a director of FNB and the
Company since 1991. Dr. Stewart is President of Stewart Glapat Corp., first
elected to that position in June 1985.

JOHN W. STRAKER, JR. began serving as a director of FNB and the Company in
1993. Since 1984, Mr. Straker has served as President of Oxford Oil Company.

LYNN H. WILLETT, PH.D. has served as a director of FNB and the Company
since 1992. Since 1986, Dr. Willett has served as President of Muskingum Area
Technical College.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Several directors of the Company and/or FNB and/or Bellbrook are affiliated
with entities engaged in various levels of business activity with FNB and/or
Bellbrook. These and other transactions of FNB and/or Bellbrook with officers,
directors, employees, principal shareholders or affiliates have been or will be
(i) made in the ordinary course of business; (ii) on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transaction with other persons; and (iii) such that did not or do
not involve more than the normal risk of collectibility or present other
unfavorable features.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth information with respect to each person
known to the Company to be the beneficial owner of more than 5% of the issued
and outstanding common stock of the Company as of August 8, 1996, the directors,
and shares held by certain of the executive officers, and the officers and
directors as a group. There are currently no options or other convertible
securities outstanding. Certain of the directors and executive officers may
purchase shares of Common Stock in the Offering. Any such purchases are not
reflected in the following table:

<TABLE>
<CAPTION>
PERCENT OWNED(1)
---------------------
NAME AND ADDRESS OF NUMBER OF SHARES BEFORE AFTER
BENEFICIAL OWNER BENEFICIALLY OWNED OFFERING OFFERING
------------------- ------------------ -------- --------
<S> <C> <C> <C>
FNB, Trustee
422 Main Street
Zanesville, Ohio 43702-2668..................... 381,362(2) 12.81% 9.59%
J.W. Straker, Sr.
4120 Harbor Oaks Court
Bonita Springs, Florida 33923................... 161,848 5.44% 4.07%
William F. Randles.............................. 14,352 * *
Philip E. Burke................................. 5,550 * *
Frank J. Dosch.................................. 9,662 * *
Richard O. Johnson.............................. 58,726 1.97% 1.48%
Milman H. Linn, III............................. 80,464 2.70% 2.02%
Karl C. Saunders................................ 8,648 * *
William T. Stewart.............................. 9,752 * *
John W. Straker, Jr............................. 132,388 4.45% 3.33%
Lynn H. Willett................................. 1,325 * *
Gary N. Fields.................................. 1,100 * *
David A. Arnold................................. 4,406 * *
James H. Nicholson.............................. 2,044 * *
Frederick A. O'Dell............................. 1,248 * *
All officers and directors as
a group (17 persons).......................... 340,881 11.45% 8.57%
</TABLE>

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

* Less than one percent.

(1) Percentages are based upon 2,976,642 shares of Common Stock outstanding on
August 8, 1996 and 3,976,642 shares to be outstanding after the Offering.

(2) Of these shares, FNB has no investment power in 35,754 shares (shared
investment power in 348,351 shares) and sole voting power in 97,063 shares
(shared voting power in 284,299 shares).

DESCRIPTION OF THE COMPANY'S CAPITAL STOCK

GENERAL. The Company is authorized to issue 7,500,000 shares of Common
Stock, $10.00 par value. The Company is not authorized to issue preferred stock.
At August 8, 1996, a total of 3,033,905 shares of Common Stock were issued, of
which 2,976,642 shares were outstanding and held of record by approximately
1,170 shareholders.

The holders of Common Stock are entitled to one vote per share for each
share held of record on all matters submitted to a vote of the shareholders,
unless a shareholder exercises cumulative voting rights for the election of
directors, as discussed below and are entitled to receive ratably such dividends
as are declared by the Company's Board of Directors out of funds legally
available therefor. In the event of a liquidation, dissolution or winding up of
the Company, holders of Common Stock have the right to a ratable portion of the
assets remaining after payment of liabilities to creditors. The holders of
Common Stock have no preemptive

76
<PAGE> 77

right or rights to convert their Common Stock into other securities and are not
subject to future calls or assessments by the Company. All outstanding shares of
Common Stock are validly issued, fully paid and non-assessable.

The holders of Common Stock are entitled to invoke their rights under Ohio
law to vote cumulatively their shares of Common Stock in the election of
directors. When shares are voted cumulatively, the shareholder multiplies the
number of his votes by the number of directors to be elected and may give any
one or more candidates any portion of his total votes as so computed.

ANTI-TAKEOVER PROVISIONS. Certain provisions of the Company's Articles of
Incorporation and Code of Regulations and Ohio law may delay or prevent a change
of control of the Company and may make more difficult the removal of incumbent
management, even if such transactions could be beneficial to the shareholders of
the Company. The Company's Articles of Incorporation provide for three classes
of directors, with each director's term of office continuing for three years.
Consequently, only a portion of the Company's Board of Directors is elected in
any one year.

In addition, the Company's Articles of Incorporation require the approval
of a majority of the outstanding shares of Common Stock for approval of an
amendment, alteration or repeal of the Articles of Incorporation, provided,
however, that the affirmative vote of the holders of 75% of the outstanding
shares is required to amend the provisions of the Articles of Incorporation
related to indemnification of officers and directors, voting requirements in
mergers, consolidations and sales and amendment of the Articles of
Incorporation. The Company's Articles of Incorporation also require the approval
of 75% of the outstanding shares entitled to vote in order to consolidate or
merge; to sell, exchange, transfer or dispose of all or substantially all of the
Company's assets; or to cause a combination or majority shares acquisition
involving the issuance of shares of the Company; provided, however, that the 75%
requirement does not apply if two-thirds of the Company's directors have
approved the transaction.

Ohio law contains a "control share acquisition" statute designed to prevent
an acquiring person from gaining the voting rights of an Ohio corporation
without the approval of the corporation's shareholders. The "control share
acquisition" statute applies to any corporation with 50 or more shareholders
that has its principal place of business in Ohio. This statute provides that the
acquiring person must obtain authorization of the holders of a majority of the
outstanding capital stock of the corporation (excluding shares owned by the
acquiring person) prior to making the proposed control share acquisition. The
acquiring person must deliver an "acquiring person statement" to the corporation
which includes information related to the terms of the proposed control share
acquisition. Within ten days of the corporation's receiving the acquiring person
statement, the corporation must call a special shareholders' meeting to vote
upon the proposed control share acquisition.

Ohio also has a form of business combination statute that applies to Ohio
corporations that have a class of shares registered under Section 12 of the
Exchange Act. The statute prohibits certain business combinations with
"interested shareholders" unless such combinations are approved by the directors
of the issuing corporation. A business combination with the interested
shareholder can also take place so long as two-thirds of the non-interested
shareholders approve such combination three years after the interested
shareholder first became an "interested shareholder" or if the holders of common
stock receive the highest of (i) the fair market value on the date of the
announcement of the business combination; (ii) the fair market value on the
interested shareholder's acquisition date; or (iii) the highest price per share
paid by the interested shareholder within three years immediately preceding the
announcement date or the acquisition date.

Ohio also has a control bid statute applicable to any corporation with its
principal place of business in Ohio and more than 10% of its record equity
security holders being residents of the State of Ohio. The control bid statute
requires the filing of a control bid statement, which includes a statement by
the acquiring person of any plans or proposals to liquidate, sell the assets of,
or merge or consolidate the subject company.

TRANSFER AGENT AND REGISTRAR. The Transfer Agent and Registrar for the
Company's Common Stock is Chase Mellon Shareholder Services, 85 Challenger Road,
Ridgefield Park, New Jersey 07660.

77
<PAGE> 78

UNDERWRITING

Pursuant to the Underwriting Agreement, and subject to the terms and
conditions thereof, the Underwriters named below (the "Underwriters"), through
the Representative, have severally agreed to purchase and the Company has agreed
to sell to them, severally, the respective number of shares of Common Stock set
forth opposite the names of such Underwriters below:

<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
---- ----------------
<S> <C>
McDonald & Company Securities, Inc. .............................. 650,000
Advest Inc. ...................................................... 50,000
J. C. Bradford & Co. ............................................. 50,000
The Chicago Corporation........................................... 50,000
Friedman, Billings, Ramsey & Co., Inc. ........................... 50,000
Hilliard Lyons Inc. .............................................. 50,000
Howe Barnes Investments Inc. ..................................... 50,000
The Ohio Company.................................................. 50,000
---------
Total........................................................... 1,000,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions as stated therein, and that none
of the shares of the Company's Common Stock offered hereby can be sold unless
the Company and the Representative determine that all of the material conditions
precedent to the consummation of the Acquisition have been or will be fulfilled,
or waived to the satisfaction of the Representative, concurrently with or
immediately following the sale of the shares of the Company's Common Stock
offered hereby. The Underwriters will be obligated to purchase all of the
foregoing shares of the Company's Common Stock, if any such shares are
purchased.

The Company has been advised by the Underwriters that the Underwriters
propose initially to offer the Common Stock to the public at the public offering
price set forth on the cover page of this Prospectus and to certain dealers at
such price less a concession not in excess of $1.82 per share. The Underwriters
may allow, and such dealers may re-allow, a concession not in excess of $0.10
per share to certain other dealers. After the shares are released for sale to
the public, the offering price and such concessions may be changed.

The offering of the shares of the Company's Common Stock is made for
delivery when, as and if, accepted by the Underwriters and subject to prior sale
and to withdrawal or cancellation of the offer without notice. The Underwriters
reserve the right to reject any order for the purchase of the shares.

The Company has granted to the Underwriters an option, exercisable not
later than 30 days from the date of this Prospectus, to purchase up to an
additional 150,000 shares of Common Stock to cover over-allotments. To the
extent that the Underwriters exercise this option, the Underwriters will have a
firm commitment to purchase approximately the same percentage thereof that the
number of shares of the Company's Common Stock to be purchased by it as shown in
the table above bears to 1,000,000 and the Company will be obligated, pursuant
to the option, to sell such shares to the Underwriters. The Underwriters may
exercise such option only to cover over-allotments made in connection with the
sale of shares of Common Stock offered hereby. If purchased, the Underwriter
will sell such additional shares on the same terms as those on which the
1,000,000 shares are being offered.

The Company and its directors, executive officers and five percent
shareholders, will agree that they will not, without the prior written consent
of the Representative, sell, transfer, assign or otherwise dispose of any shares
of Common Stock owned by them prior to the expiration of 180 days from the date
of the Underwriting Agreement.

In connection with this Offering, certain of the Underwriters, including
the Representative, which are qualified registered market makers on the Nasdaq
National Market, may engage in passive market making transactions in the
Company's Common Stock on the Nasdaq National Market in accordance with Rule
10b-

78
<PAGE> 79

6A under the Exchange Act during the two business day period before commencement
of offers or sales of the Company's Common Stock. The passive market making
transactions must comply with applicable volume and price limits and be
identified as such. In general, a passive market maker may display its bid at a
price not in excess of the highest independent bid for the Company's Common
Stock; if all independent bids are lowered below the passive market maker's bid,
however, such bid must then be lowered when certain purchase limits are
exceeded.

The Underwriting Agreement provides that the Company will indemnify the
Underwriters and controlling persons, if any, against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments
which the Underwriters or any such controlling persons may be required to make
in respect thereof. Pursuant to the Underwriting Agreement, contribution to the
aggregate losses shall be in such proportions as are applicable to reflect the
relative benefits received by the parties to the agreement.

The Representative has from time to time performed various investment
banking and other services for the Company for which customary compensation has
been received. In connection with the Acquisition, the Representative provided
services to the Company for which it has been paid $70,000 and will receive an
additional $155,000 at Closing.

LEGAL MATTERS

The validity of the Common Stock offered hereby is being passed upon for
the Company by Emens, Kegler, Brown, Hill & Ritter Co., L.P.A., Columbus, Ohio.
Certain legal matters will be passed upon for the Underwriters by Vorys, Sater,
Seymour and Pease, Cincinnati, Ohio.

EXPERTS

The consolidated financial statements of the Company and County as of
December 31, 1995, and for each of the three years in the period ended December
31, 1995 included in this Prospectus have been audited by Coopers & Lybrand
L.L.P., independent certified public accountants, and have been so included in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). The
reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at 7 World Trade Center,
Suite 1300, New York, New York 10048 and 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material also can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Copies of reports, proxy statements and other
information concerning the Company also may be obtained from the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C.
20006.

The Company has filed with the Commission a Registration Statement on Form
S-3 (Registration No. 333-6707) (together with any amendments thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Company's Common Stock to be issued in
the Offering. This Prospectus does not contain all the information set forth in
the Registration Statement and the exhibits thereto. Such additional information
may be inspected and copied as set forth above. Statements contained in this
Prospectus or in any document incorporated in this Prospectus by reference as to
the contents of any contract or other document referred to herein or therein are
not necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement or such other document, each such statement being qualified in all
respects by such reference.

79
<PAGE> 80

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,
except as superseded or modified herein: (i) the Company's Annual Report on Form
10-K for the year ended December 31, 1995; (ii) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996; (iii) the Company's Current
Report on Form 8-K filed on March 28, 1996; (iv) the description of the
Company's Common Stock contained in the Registration Statement on Form 8-A.

Each document filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the
termination of the Offering shall be deemed to be incorporated by reference in
this Prospectus and shall be part hereof from the date of filing of such
document. Any statement contained in the documents incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Prospectus. The Company will provide without charge
to each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any document described above (other than exhibits). Requests for such
copies should be directed to James H. Nicholson, BancFirst Ohio Corp., 422 Main
Street, P.O. Box 4638, Zanesville, Ohio 43702-4658, telephone (614) 452-7000.

80
<PAGE> 81

BANCFIRST OHIO CORP.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited Pro Forma Consolidated Financial Statements of the
Company include the historical Consolidated Financial Statements of the Company
and County and give effect to the transactions and events described in the Notes
to the Pro Forma Consolidated Financial Statements as if the transactions and
events referred to therein were initiated at the beginning of 1995 in the case
of the unaudited Pro Forma Consolidated Statements of Income and as of March 31,
1996, in the case of the unaudited Pro Forma Consolidated Balance Sheet.

The unaudited Pro Forma Consolidated Financial Statements give effect to
the following transactions and events: (i) the sale and issuance of 1,000,000
shares of Common Stock in the Offering, (ii) borrowings of $15.0 million under
the Loan, and (iii) the aggregate amount of cash to be paid to FFG and its
shareholders as a result of the Acquisition. The Acquisition will be accounted
for as a purchase and County's assets and liabilities will be restated at their
fair values and identifiable intangible assets will be recorded. The excess of
the purchase price over the assets acquired and liabilities assumed will be
recorded as goodwill. The unaudited Pro Forma Consolidated Financial Statements
do not give effect to any revenue enhancements or operating efficiencies that
management believes may result from the Acquisition.

Management believes the assumptions used provide a reasonable basis on
which to present the unaudited Pro Forma Consolidated Financial Statements. This
information should be read in conjunction with the historical Consolidated
Financial Statements and notes thereto of both the Company and County included
elsewhere in this Prospectus. The Pro Forma Consolidated Financial Statements
are not necessarily indicative of the Company's results of operations or
financial position had the transactions above been consummated on the dates
assumed and do not project the Company's results of operations or the Company's
financial position for any future date or period.

81
<PAGE> 82

BANCFIRST OHIO CORP.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
AS OF MARCH 31, 1996
--------------------------------------------------------
BANCFIRST COUNTY PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS CONSOLIDATED
---------- ---------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS:
Cash and due from banks.............. $ 13,364 $ 2,772 $ (6,728)(4)(5) $ 9,408
Federal funds sold................... 3,087 -- -- 3,087
Securities held to maturity, at
amortized cost (approximate fair
value of $8,783 and $55,914 for the
Company and County,
respectively)...................... 8,783 56,936 (1,024)(3) 64,695
Securities available-for-sale, at
fair value......................... 169,412 54,891 -- 224,303
---------- -------- --------- --------
Total investment securities........ 178,195 111,827 (1,024) 288,998
---------- -------- --------- --------
Loans, net of unearned income........ 277,715 348,734 3,410(3) 629,859
Allowance for possible loan losses... (3,406) (2,093) -- (5,499)
---------- -------- --------- --------
Net loans.......................... 274,309 346,641 3,410 624,360
---------- -------- --------- --------
Premises and equipment, net.......... 4,282 2,008 1,290(3) 7,580
Accrued interest receivable.......... 3,835 2,801 -- 6,636
Other assets......................... 4,418 2,324 -- 6,742
Noncompete agreement................. -- -- 3,000(5) 3,000
Core deposit intangibles............. -- -- 3,400(3) 3,400
Goodwill............................. -- -- 5,299(4) 5,299
---------- -------- --------- --------
Total assets.................... $ 481,490 $468,373 $ 8,647 $958,510
========= ======== ========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Deposits:
Non-interest-bearing deposits...... $ 40,545 $ 8,639 $ -- $ 49,184
Interest-bearing deposits.......... 315,691 356,068 648(3) 672,407
---------- -------- --------- --------
Total deposits.................. 356,236 364,707 648 721,591
Short-term borrowings................ 4,900 66,040 (9)(3) 70,931
Long-term borrowings................. 66,631 -- 15,000(1) 81,631
Accrued interest payable............. 1,437 635 -- 2,072
Other liabilities.................... 2,081 2,558 761(3) 6,200
-- -- 800 --
---------- -------- --------- --------
Total liabilities............... 431,285 433,940 17,200 882,425
---------- -------- --------- --------
Shareholders' equity:
Common stock....................... 30,340 600 9,400(2)(4) 40,340
Capital in excess of par value..... 6,905 -- 15,880(2)(4) 22,785
Retained earnings.................. 14,134 33,822 (33,822)(4) 14,134
Unrealized holdings
gains(losses) on securities
available-for-sale, net....... (19) 11 (11)(4) (19)
Treasury stock..................... (1,155) -- -- (1,155)
---------- -------- --------- --------
Total shareholders' equity...... 50,205 34,433 (8,553) 76,085
---------- -------- --------- --------
Total liabilities and
shareholders' equity.......... $ 481,490 $468,373 $ 8,647 $958,510
========== ======== ========= ========
</TABLE>

82
<PAGE> 83

BANCFIRST OHIO CORP.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME SUMMARY

<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED
MARCH 31, 1996 DECEMBER 31, 1995
-------------- -----------------
(DOLLARS IN THOUSANDS, EXCEPT PER
SHARE DATA)
<S> <C> <C>
Interest income:
Interest and fees on loans............................... $ 13,531 $ 49,346
Interest and dividends on securities:
Taxable............................................... 4,650 19,652
Tax exempt............................................ 329 1,148
Other interest income...................................... 88 216
-------------- -----------------
Total interest income................................. 18,598 70,362
-------------- -----------------
Interest expense:
Time deposits over $100.................................. 710 2,498
Other deposits........................................... 7,359 26,793
FHLB advances............................................ 1,914 8,475
Other borrowings......................................... 653 2,752
-------------- -----------------
Total interest expense................................ 10,636 40,518
-------------- -----------------
Net interest income................................... 7,962 29,844
Provision for possible loan losses......................... 417 1,217
-------------- -----------------
Net interest income after provision for loan losses........ 7,545 28,627
-------------- -----------------
Non-interest income:
Trust and custodian fees................................. 375 1,259
Customer service fees.................................... 553 2,302
Investment securities gains.............................. 235 298
Gain on sale of loans.................................... 630 1,432
Other.................................................... 286 1,363
-------------- -----------------
Total non-interest income............................. 2,079 6,654
-------------- -----------------
Non-interest expenses:
Salaries and employee benefits........................... 3,230 12,322
Net occupancy expense.................................... 491 1,884
Other.................................................... 2,435 9,800
-------------- -----------------
Total non-interest expenses................................ 6,156 24,006
-------------- -----------------
Income before income taxes............................... 3,468 11,275
Provision for federal income taxes......................... 1,091 3,037
-------------- -----------------
Net income............................................ $ 2,377 $ 8,238
============== =================
Net income per share....................................... $ 0.60 $ 2.07
Weighted average shares outstanding........................ 3,972,294 3,973,694
</TABLE>

83
<PAGE> 84

BANCFIRST OHIO CORP.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31, 1996
-------------------------------------------------------
BANCFIRST COUNTY PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS CONSOLIDATED
---------- ---------- ----------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans.............. $ 6,187 $ 7,515 $ (171)(1) $ 13,531
Interest and dividends on securities:
Taxable.............................. 2,537 2,081 32 (1) 4,650
Tax exempt........................... 329 -- -- 329
Other interest income..................... 88 -- -- 88
---------- ---------- ----------- ------------
Total interest income................ 9,141 9,596 (139) 18,598
---------- ---------- ----------- ------------
Interest expense:
Time deposits over $100................. 710 -- -- 710
Other deposits.......................... 2,668 4,772 (81)(1) 7,359
FHLB advances........................... 838 1,074 2 (1) 1,914
Other borrowings........................ 192 204 257 (2) 653
---------- ---------- ----------- ------------
Total interest expense............... 4,408 6,050 178 10,636
---------- ---------- ----------- ------------
Net interest income.................. 4,733 3,546 (317) 7,962
Provision for possible loan losses........ 292 125 -- 417
---------- ---------- ----------- ------------
Net interest income after provision for
loan losses............................. 4,441 3,421 (317) 7,545
---------- ---------- ----------- ------------
Non-interest income:
Trust and custodian fees................ 375 -- -- 375
Customer service fees................... 411 142 -- 553
Investment securities gains/losses...... 2 233 -- 235
Gain on sale of loans................... 596 34 -- 630
Other................................... 180 106 -- 286
---------- ---------- ----------- ------------
Total non-interest income............ 1,564 515 -- 2,079
Non-interest expenses:
Salaries and employee benefits.......... 1,887 1,343 -- 3,230
Net occupancy expense................... 205 273 13 (1) 491
Other................................... 1,295 844 146 (1) 2,435
150 (3)
---------- ---------- ----------- ------------
Total non-interest expenses............... 3,387 2,460 309 6,156
---------- ---------- ----------- ------------
Income before income taxes.............. 2,618 1,476 (626) 3,468
Provision for federal income taxes........ 763 491 (163)(4) 1,091
---------- ---------- ----------- ------------
Net income........................... $ 1,855 $ 985 $ (463) $ 2,377
========= ========= =========== ===========
Net income per share...................... $ 0.62 $ 0.60
Weighted average shares outstanding....... 2,972,294 1,000,000 3,972,294
</TABLE>

84
<PAGE> 85

BANCFIRST OHIO CORP.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
-------------------------------------------------------
BANCFIRST COUNTY PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS CONSOLIDATED
---------- ---------- ----------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans.............. $ 23,088 $ 26,940 $ (682)(1) $ 49,346
Interest and dividends on securities:
Taxable.............................. 9,611 9,913 128 (1) 19,652
Tax exempt........................... 1,148 -- -- 1,148
Other interest income................... 216 -- -- 216
---------- ---------- ----------- ------------
Total interest income................ 34,063 36,853 (554) 70,362
---------- ---------- ----------- ------------
Interest expense:
Time deposits over $100................. 2,498 -- -- 2,498
Other deposits.......................... 9,927 17,190 (324)(1) 26,793
FHLB advances........................... 3,765 4,701 9 (1) 8,475
Other borrowings........................ 167 1,555 1,030 (2) 2,752
---------- ---------- ----------- ------------
Total interest expense............... 16,357 23,446 715 40,518
---------- ---------- ----------- ------------
Net interest income.................. 17,706 13,407 (1,269) 28,627
Provision for possible loan losses........ 967 250 -- 1,217
---------- ---------- ----------- ------------
Net interest income after provision for
loan losses............................. 16,739 13,157 (1,269) 28,627
---------- ---------- ----------- ------------
Non-interest income:
Trust and custodian fees................ 1,259 -- -- 1,259
Customer service fees................... 1,714 588 -- 2,302
Investment securities gains/losses...... 136 162 -- 298
Gain on sale of loans................... 1,310 122 -- 1,432
Other................................... 565 798 -- 1,363
---------- ---------- ----------- ------------
Total non-interest income............ 4,984 1,670 -- 6,654
Non-interest expenses:
Salaries and employee benefits.......... 6,866 5,456 -- 12,322
Net occupancy expense................... 752 1,080 52 (1) 1,884
Other................................... 5,187 3,295 718 (1) 9,800
600 (3)
---------- ---------- ----------- ------------
Total non-interest expenses............... 12,805 9,831 1,370 24,006
---------- ---------- ----------- ------------
Income before income taxes.............. 8,918 4,996 (2,639) 11,275
Provision for federal income taxes........ 2,706 984 (653)(4) 3,037
---------- ---------- ----------- ------------
Net income........................... $ 6,212 $ 4,012 $ (1,986) $ 8,238
========= ========= =========== ===========
Net income per share...................... $ 2.09 $ 2.07
Weighted average shares outstanding....... 2,973,694 1,000,000 3,973,694
</TABLE>

85
<PAGE> 86

BANCFIRST OHIO CORPORATION
- --------------------------------------------------------------------------------
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

BASIS OF PRESENTATION

The following pro forma adjustments are based on available information and
certain estimates and assumptions. Therefore, it is likely that the actual
adjustments will differ from the pro forma adjustments. The Company believes
that such assumptions provide a reasonable basis for presenting all of the
significant effects of the following transactions and that the pro forma
adjustments give appropriate effect to those assumptions and are properly
applied in the unaudited pro forma consolidated financial statements.

ADJUSTMENTS TO PRO FORMA CONSOLIDATED BALANCE SHEET

(1) Represents long-term borrowings of $15,000 under a loan agreement to be
entered into with LaSalle National Bank to fund a portion of the proposed
Acquisition.

(2) Represents the issuance and sale of 1,000,000 shares of Common Stock in
the Offering, at an offering price of $28.00.

(3) Represents the impact of the purchase accounting adjustments as
follows:

<TABLE>
<CAPTION>
DEBIT CREDIT
------ ------
<S> <C> <C>
Core deposit intangibles......................................... $3,400
Bank premises and equipment, net................................. 1,290
Loans............................................................ 3,410
Short-term borrowings............................................ 9
Securities held-to-maturity.................................... $1,024
OPEB obligation................................................ 800
Other liabilities.............................................. 761
Interest-bearing deposits...................................... 648
</TABLE>

Deferred taxes have been provided on the difference between the tax basis
and the new book basis of assets acquired and liabilities assumed at the
statutory federal rate of 34% and recorded as other liabilities.

(4) Represents the proposed Acquisition for a purchase price of $44,775,
subject to adjustment by the amount by which County's shareholder's equity is
greater than or less than $35,000 at the date of closing. The pro forma
consolidated balance sheet reflects a downward adjustment of $567 to the
purchase price based upon County's shareholder's equity at March 31, 1996.
Approximately $400 of direct acquisition costs to be paid in cash are
capitalized. The proposed Acquisition will be funded by the net proceeds from
the Offering, $15,000 of long-term borrowings and utilization of approximately
$6,728 of existing Company assets.

<TABLE>
<S> <C>
Purchase price............................................................ $44,775
Capitalized acquisition costs............................................. 440
-------
Total acquisition costs......................................... 45,175
County's shareholder's equity at March 31, 1996........................... 34,433
Shareholder's equity at March 31, 1996 below agreed upon capital level at
closing................................................................. (567)
-------
Excess value over book value.............................................. $10,175
=======
Adjustments to reflect fair value:
Securities.............................................................. $(1,024)
Loans................................................................... 3,410
Bank premises and equipment............................................. 1,290
</TABLE>

86
<PAGE> 87

<TABLE>
<S> <C>
Core deposit asset...................................................... 3,400
Interest-bearing deposits............................................... (648)
Short-term borrowings................................................... 9
OPEB obligation......................................................... (800)
Other liabilities....................................................... (761)
-------
Total fair value adjustments.................................... $ 4,876
-------
Total goodwill............................................................ $ 5,299
=======
</TABLE>

(5) Represents payment of approximately $3,000 to shareholders of FFG
pursuant to non-competition agreements.

ADJUSTMENTS TO PRO FORMA CONSOLIDATED STATEMENTS OF INCOME

(1) Represents the amortization of the purchase accounting adjustments over
the following periods:

Amortization for the purchase accounting adjustment is as follows:

<TABLE>
<CAPTION>
AMORTIZATION AMORTIZATION
PERIOD METHOD
------------ -------------
<S> <C> <C>
Bank premises and equipment, net......................... 25 years Straight-line
Loans.................................................... 5 years Straight-line
Securities held-to-maturity.............................. 8 years Level yield
Core deposit intangibles................................. 15 years Accelerated
Goodwill................................................. 25 years Straight-line
Interest-bearing deposits................................ 2 years Straight-line
Short-term borrowings.................................... 1 year Level yield
</TABLE>

(2) Represents interest expense on $15,000 of long-term borrowings.

(3) Represents amortization of the non-competition agreements on a
straight-line basis over five years.

(4) Represents estimated income tax effects of the pro forma adjustments at
an effective tax rate of 34%.

87
<PAGE> 88

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 89

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS -- BANCFIRST OHIO CORP.

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants..................................................... F-2
Consolidated Balance Sheet, March 31, 1996 (unaudited) and December 31, 1995 and
1994................................................................................ F-3
Consolidated Statement of Income for the three months ended March 31, 1996 and 1995
(unaudited) and years ended December 31, 1995, 1994 and 1993........................ F-4
Consolidated Statement of Changes in Shareholders' Equity for the three months ended
March 31, 1996 and 1995 (unaudited) and the years ended December 31, 1995, 1994 and
1993................................................................................ F-5
Consolidated Statement of Cash Flow for the three months ended March 31, 1996 and 1995
(unaudited) and for the years ended December 31, 1995, 1994 and 1993................ F-6
Notes to Consolidated Financial Statements............................................ F-7
</TABLE>

F-1
<PAGE> 90

REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF BANCFIRST OHIO CORP.

We have audited the accompanying consolidated balance sheets of BancFirst Ohio
Corp. and Subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 1995. These
consolidated financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of BancFirst Ohio
Corp. and Subsidiaries as of December 31, 1995 and 1994, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1995 in conformity with generally accepted
accounting principles.

As disclosed in Note 1, effective January 1, 1994, the Corporation changed its
method of accounting for certain investment securities. As discussed in Note 12,
effective January 1, 1993, the Corporation changed its method of accounting for
income taxes.

COOPERS & LYBRAND L.L.P.

Columbus, Ohio
January 24, 1996, except for Note 20
as to which the date is
March 27, 1996

F-2
<PAGE> 91

BANCFIRST OHIO CORP. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEET
MARCH 31, 1996 (UNAUDITED) AND DECEMBER 31, 1995 AND 1994
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, -------------------
1996 1995 1994
--------- -------- --------
<S> <C> <C> <C>
ASSETS
Cash and due from banks (Note 3).............................. $ 13,364 $ 14,102 $ 18,831
Federal Funds sold............................................ 3,087 2,600 300
Securities held-to-maturity (approximate fair value of $8,866,
$8,548 and $61,160 at March 31, 1996, December 31, 1995
and 1994, respectively, (Note 4))........................... 8,783 8,392 64,631
Securities available-for-sale, at fair value.................. 169,412 169,860 88,964
--------- -------- --------
Total investment securities......................... 178,195 178,252 153,595
Loans (Notes 5 and 6)......................................... 277,715 268,818 247,943
Allowance for possible loan losses............................ (3,406) (3,307) (3,095)
--------- -------- --------
Net loans........................................... 274,309 265,511 244,848
--------- -------- --------
Premises and equipment, net (Note 7).......................... 4,282 4,120 4,313
Accrued interest receivable................................... 3,835 3,458 3,066
Other assets.................................................. 4,418 8,386 4,431
--------- -------- --------
Total assets........................................ $481,490 $476,429 $429,384
========= ======== ========
LIABILITIES
Deposits (Note 8):
Noninterest-bearing deposits................................ $ 40,545 $ 41,835 $ 42,078
Interest-bearing deposits................................... 315,691 306,710 278,758
--------- -------- --------
Total deposits...................................... 356,236 348,545 320,836
Short-term borrowings (Note 9)................................ 4,900 7,400 10,650
Long-term borrowings (Note 10)................................ 66,631 66,735 52,875
Accrued interest payable...................................... 1,437 1,261 585
Other liabilities............................................. 2,081 2,478 594
--------- -------- --------
Total liabilities................................... 431,285 426,419 385,540
--------- -------- --------
Commitments and contingencies (Notes 13, 14 and 18)
SHAREHOLDERS' EQUITY (NOTE 15)
Common stock, $10 par value, 7,500,000 shares authorized;
3,033,919 shares issued..................................... 30,340 30,340 30,340
Capital in excess of par value................................ 6,905 6,889 6,845
Retained earnings............................................. 14,134 13,022 9,525
Unrealized holding gains (losses) on securities available for
sale, net................................................... (19) 942 (1,711)
Less: 61,447, 62,923 and 64,143 shares of common stock in
treasury,
at cost, at March 31, 1996, December 31, 1995
and 1994, respectively...................................... (1,155) (1,183) (1,155)
--------- -------- --------
Total shareholders' equity.................................... 50,205 50,010 43,844
--------- -------- --------
Total liabilities and shareholders' equity.......... $481,490 $476,429 $429,384
========= ======== ========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-3
<PAGE> 92

BANCFIRST OHIO CORP. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED) AND THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
----------------------- ------------------------------------
1996 1995 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Interest income:
Interest and fees on loans........ $ 6,187 $ 5,334 $ 23,088 $ 18,738 $ 16,143
Interest and dividends on
securities:
Taxable......................... 2,537 2,192 9,611 7,846 7,669
Tax exempt...................... 329 266 1,148 988 930
Other interest income............. 88 57 216 80 121
---------- ---------- ---------- ---------- ----------
Total interest income...... 9,141 7,849 34,063 27,652 24,863
---------- ---------- ---------- ---------- ----------
Interest expense:
Time deposits, $100 and over...... 710 537 2,498 1,578 940
Other deposits.................... 2,668 2,190 9,927 7,806 8,137
Long-term borrowings.............. 838 844 3,765 1,787 209
Short-term borrowings............. 192 67 167 88 35
---------- ---------- ---------- ---------- ----------
Total interest expense..... 4,408 3,638 16,357 11,259 9,321
---------- ---------- ---------- ---------- ----------
Net interest income............. 4,733 4,211 17,706 16,393 15,542
Provision for possible loan losses
(Note 6).......................... 292 201 967 338 799
---------- ---------- ---------- ---------- ----------
Net interest income after
provision for possible loan
losses........................ 4,441 4,010 16,739 16,055 14,743
---------- ---------- ---------- ---------- ----------
Other income:
Trust and custodian fees........ 375 314 1,259 1,129 1,075
Customer service fees........... 411 447 1,714 1,726 1,448
Investment securities gains
(losses), net................. 2 -- 136 (57) 356
Gain on sale of loans........... 596 243 1,310 668 416
Other........................... 180 110 565 335 274
---------- ---------- ---------- ---------- ----------
Total other income......... 1,564 1,114 4,984 3,801 3,569
---------- ---------- ---------- ---------- ----------
Other expenses:
Salaries and employee
benefits...................... 1,887 1,720 6,866 6,071 5,578
Net occupancy expense........... 205 181 752 643 533
Furniture and equipment
expense....................... 103 110 408 415 382
Data processing expense......... 152 113 647 521 453
Taxes other than income taxes... 144 129 518 496 529
Other........................... 896 956 3,614 3,264 3,093
---------- ---------- ---------- ---------- ----------
Total other expenses....... 3,387 3,209 12,805 11,410 10,568
---------- ---------- ---------- ---------- ----------
Income before income taxes........ $ 2,618 $ 1,915 $ 8,918 $ 8,446 $ 7,744
Provision for federal income taxes
(Note 12)......................... 763 582 2,706 2,572 2,323
---------- ---------- ---------- ---------- ----------
Net income................. $ 1,855 $ 1,333 $ 6,212 $ 5,874 $ 5,421
========== ========== ========== ========== ==========
Net income per share................ $ 0.62 $ 0.45 $ 2.09 $ 1.98 $ 1.82
Weighted average number
of shares outstanding............. 2,972,294 2,971,392 2,973,694 2,971,358 2,971,958
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-4
<PAGE> 93

BANCFIRST OHIO CORP. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1996 (UNAUDITED) AND THE YEARS ENDED
DECEMBER 31, 1995, 1994 AND 1993
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
UNREALIZED
HOLDING
GAINS
(LOSSES)
CAPITAL ON
IN SECURITIES
COMMON STOCK EXCESS AVAILABLE- TOTAL
--------------------- OF PAR RETAINED FOR-SALE, TREASURY SHAREHOLDERS'
SHARES AMOUNT VALUE EARNINGS NET STOCK EQUITY
---------- ------- -------- -------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992........ 1,516,960 $15,170 $21,964 $ 3,087 $ -- $ (871) $39,350
Purchase of 8,145 shares common
stock, at cost.................. -- -- -- -- -- (291) (291)
Treasury stock, 3,849 shares
issued.......................... -- -- 14 -- -- 131 145
Cash dividend ($.82 per share).... -- -- -- (2,291) -- -- (2,291)
Pooled affiliate cash dividend.... -- -- -- (39) -- -- (39)
Net income........................ -- -- -- 5,421 -- -- 5,421
---------- ------- -------- ------- -------- -------- -------
Balance at December 31, 1993........ 1,516,960 15,170 21,978 6,178 -- (1,031) 42,295
Adjustment to reflect unrealized
holding
January 1, 1994 -- net of income
taxes of $808................... -- -- -- -- 1,567 -- 1,567
Purchase of 10,482 shares common
stock,
at cost......................... -- -- -- -- -- (240) (240)
Treasury stock, 6,635 shares
issued.......................... -- -- 37 -- -- 116 153
Cash dividend ($.89 per share).... -- -- -- (2,487) -- -- (2,487)
Pooled affiliate cash dividend.... -- -- -- (40) -- -- (40)
Stock split in the form of a 100%
stock dividend.................. 1,516,959 15,170 (15,170) -- -- -- --
Change in unrealized gains
(losses), net of income taxes of
$(1,689)........................ -- -- -- -- (3,278) -- (3,278)
Net income........................ -- -- -- 5,874 -- -- 5,874
---------- ------- -------- ------- -------- -------- -------
Balance at December 31, 1994........ 3,033,919 30,340 6,845 9,525 (1,711) (1,155) 43,844
Purchase of 5,000 shares common
stock, at cost.................. -- -- -- -- -- (139) (139)
Treasury stock, 6,220 shares
issued.......................... -- -- 44 -- -- 105 149
Pooled affiliate stock activity... -- -- -- -- -- 6 6
Cash dividend ($.94 per share).... -- -- -- (2,715) -- -- (2,715)
Change in unrealized gains
(losses), net of income taxes of
$1,367.......................... -- -- -- -- 2,653 -- 2,653
Net income........................ -- -- -- 6,212 -- -- 6,212
---------- ------- -------- ------- -------- -------- -------
Balance at December 31, 1995........ 3,033,919 30,340 6,889 13,022 942 (1,183) 50,010
---------- ------- -------- ------- -------- -------- -------
Treasury stock, 1,476 shares
issued.......................... -- -- 16 -- -- 28 44
Cash dividend ($0.25 per share)... -- -- -- (743) -- -- (743)
Change in unrealized gains
(losses), net of income taxes of
$(495).......................... -- -- -- -- -- (961) --
Net income........................ -- -- -- 1,855 -- -- 1,855
---------- ------- -------- ------- -------- -------- -------
Balance at March 31, 1996........... 3,033,919 $30,340 $ 6,905 $14,134 $ (19) $ 1,155 $50,205
========== ======= ======== ======= ======== ======== =======
</TABLE>

F-5
<PAGE> 94

BANCFIRST OHIO CORP. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED) AND THE YEARS
ENDED DECEMBER 31, 1995, 1994 AND 1993
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
------------------- --------------------------------
1996 1995 1995 1994 1993
-------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income................................................. $ 1,855 $ 1,333 $ 6,212 $ 5,874 $ 5,421
Adjustments to reconcile net income to net cash provided by
operations:
Depreciation and amortization.............................. 483 489 849 2,065 2,301
Provision for possible credit losses....................... 292 201 967 338 799
Deferred taxes payable..................................... (495) 27 (14) 424 (310)
Gains on sale of assets.................................... (598) (243) (1,446) (600) (774)
(Increase) decrease in interest receivable................. (377) (278) (392) (34) 462
Decrease (increase) in other assets........................ 3,576 2,723 (3,775) (271) (128)
Increase in interest payable............................... 176 101 676 148 14
Increase (decrease) in other liabilities................... 98 35 658 94 (53)
FHLB stock dividend........................................ (74) (95) (293) (181) (40)
-------- ------- -------- -------- --------
Net cash provided by operating activities................ 4,936 4,293 3,442 7,857 7,692
-------- ------- -------- -------- --------
Cash flows from investing activities:
Decrease (increase) in federal funds sold.................. 487 -- (2,300) 1,418 (715)
Proceeds from maturities of securities held-to-maturity.... 94 913 12,427 31,885 --
Proceeds from maturities and sales of securities
available-for-sale....................................... 9,550 7,149 38,707 12,022 --
Proceeds from maturities and sales of securities........... -- -- -- -- 59,600
Purchase of securities..................................... -- -- -- -- (61,485)
Purchase of securities held-to-maturity.................... (487) (1,992) (5,846) (21,922) --
Purchase of securities available-for-sale.................. (10,838) (6,609) (66,511) (30,372) --
Increase in loans, net..................................... (14,212) (9,912) (32,173) (46,840) (32,564)
Purchases of equipment and other assets.................... (329) (139) (600) (932) (475)
Proceeds from sale of assets............................... 5,673 2,984 12,505 7,803 3,839
-------- ------- -------- -------- --------
Net cash used in investing activities........................ (10,062) (7,606) (43,791) (46,938) (31,800)
-------- ------- -------- -------- --------
Cash flows from financing activities:
Net increase in deposits................................... 7,691 7,423 27,709 10,251 597
(Decrease) increase in short-term borrowings............... (2,500) (9,150) (3,250) 4,650 1,100
(Decrease) increase in other borrowings.................... (104) 3,462 13,860 25,889 26,986
Cash dividends paid........................................ (743) (647) (2,715) (2,527) (2,330)
Purchase of treasury stock................................. -- -- (139) (240) (291)
Reissuance of treasury stock............................... 44 39 155 153 145
-------- ------- -------- -------- --------
Net cash provided by (used in) financing activities...... 4,388 1,127 35,620 38,176 (26,207)
-------- ------- -------- -------- --------
Net (decrease) increase in cash and due from banks....... (738) (2,186) (4,729) (905) 2,099
Cash and due from banks, beginning of period............... 14,102 18,831 18,831 19,736 17,637
-------- ------- -------- -------- --------
Cash and due from banks, end of period................... $ 13,364 $16,645 $ 14,102 $ 18,831 $ 19,736
========= ======== ========= ========= =========
Supplemental cash flow disclosures:
Income taxes paid.......................................... $ 50 $ 4 $ 2,360 $ 2,226 $ 2,940
Interest paid.............................................. $ 4,232 $ 3,538 $ 15,681 $ 11,116 $ 9,322
Noncash transfers:
Reclassification of investment securities upon adoption of
SFAS No. 115, at cost.................................... -- -- -- $ 69,689 --
Transfer of securities from held-to-maturity to
available-for-sale....................................... -- -- $ 51,759 -- --
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-6
<PAGE> 95

BANCFIRST OHIO CORP. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
INFORMATION AT MARCH 31, 1996 AND 1995 IS UNAUDITED
(DOLLARS IN THOUSANDS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES:

The following is a summary of the significant accounting policies followed
in the preparation of the consolidated financial statements.

Principles of Consolidation:

The consolidated financial statements include the accounts of BancFirst
Ohio Corp. (Corporation) and its wholly-owned subsidiaries, The First National
Bank of Zanesville (First National) and Bellbrook Community Bank (Bellbrook).
All significant intercompany accounts and transactions have been eliminated in
consolidation. The consolidated financial statements and related notes have been
restated to include Bellbrook Bancorp, Inc., acquired June 30, 1995, in a
transaction accounted for as a pooling-of-interests.

Interim Financial Statements:

The consolidated financial statements as of and for the periods ended March
31, 1996 and 1995 are unaudited and are presented pursuant to the rules and
regulations of the Securities and Exchange Commission. In the opinion of
management, the accompanying consolidated financial statements reflect all
adjustments (which are of a normal recurring nature) necessary to present fairly
the financial position and results of operations and cash flows for the interim
periods, but are not necessarily indicative of the results of operations for a
full year.

Investment Securities:

Effective January 1, 1994, the Corporation adopted Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt and
Equity Securities (SFAS No. 115). Under the provisions of SFAS No. 115,
investment securities should be classified upon acquisition into one of three
categories: held-to-maturity, available-for-sale, or trading.

Held-to-maturity securities are those securities that the Corporation has
the positive intent and ability to hold to maturity and are recorded at
amortized cost. Available-for-sale securities are those securities that would be
available to be sold in the future in response to the Corporation's liquidity
needs, changes in market interest rates, and asset-liability management
strategies, among others. Available-for-sale securities are reported at fair
value, with unrealized holding gains and losses excluded from earnings and
reported as a separate component of shareholders' equity, net of applicable
income taxes. At March 31, 1996, December 31, 1995, and 1994, the Corporation
did not hold any trading securities.

Prior to adoption of SFAS No. 115, securities purchased, where the
Corporation had both the intent and ability to hold for the foreseeable future,
were recorded at cost adjusted for accumulated amortization of premium and
accretion of discount.

Gains and losses on the disposition of investment securities are accounted
for on the completed transaction basis using the specific identification method.

Income Recognition:

Income earned by the Corporation and its Subsidiaries is recognized on the
accrual basis of accounting. The Corporation suspends the accrual of interest on
loans when, in management's opinion, the collection of all or a portion of the
interest has become doubtful. When a loan is placed on non-accrual, all
previously accrued and unpaid interest deemed uncollectible is charged against
either the loan loss reserve or the current period

F-7
<PAGE> 96

interest income depending on the period the interest was recorded. In future
periods, interest will be included in income to the extent received only if
complete principal recovery is reasonably assured.

Loans Held for Sale:

Loans held for sale are carried at the lower of aggregate cost or market
value and included with other assets on the balance sheet. Gains and losses on
loans held for sale are included in noninterest income.

Provision for Possible Loan Losses:

The provision for possible loan losses charged to operating expense is
based upon management's evaluation of potential losses in the current loan
portfolio and past loss experience. In management's opinion, the provision is
sufficient to maintain the allowance for possible loan losses at a level that
adequately provides for potential loan losses.

On January 1, 1995, the Corporation adopted Statement of Financial
Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of
a Loan" and amended with SFAS No. 118, "Accounting by Creditors for Impairment
of a Loan -- Income Recognition and Disclosures". Under this standard, loans
considered to be impaired are reduced to the present value of expected future
cash flows, and secured loans that are in foreclosure are recorded at the fair
value of the underlying collateral securing the loan. The difference between the
recorded investment in the loan and the impaired valuation is the amount of
impairment. A specific allocation of the allowance for possible loan losses is
assigned to such loans. If these allocations require an increase to the
allowance, the increase is reported as bad debt expense. Adopting this standard
did not require an adjustment to the provision for possible loan losses.

Premises and Equipment:

Premises and equipment are carried at cost less accumulated depreciation
and amortization. Depreciation expense is computed principally on the
straight-line method over the estimated useful lives of the assets generally
ranging from 3 to 35 years. Upon the sale or other disposition of assets, cost
and related accumulated depreciation are removed from the accounts, and the
resultant gain or loss is recognized. Maintenance and repairs are charged to
operating expense while additions and betterments are capitalized.

Other Real Estate:

Other real estate owned represents properties acquired through customers'
loan defaults. Other real estate is stated at an amount equal to the loan
balance prior to foreclosure plus cost incurred for improvements to the
property, but not more than fair market value of the property. As of December
31, 1995, other real estate owned was $24,000, and is included on the balance
sheet in other assets. As of March 31, 1996 and December 31, 1994, no other real
estate was held.

Investment in Subsidiaries (Parent Company Only):

The Corporation's investment in subsidiaries represents the total equity of
the Parent Company's wholly-owned subsidiaries, using the equity method of
accounting for investments.

Earnings Per Common Share:

Earnings per common share are computed on the basis of the weighted average
number of shares outstanding during the period. The weighted average number of
shares outstanding, for all periods, has been adjusted to reflect the
acquisition accounted for as a pooling-of-interests.

F-8
<PAGE> 97

Statement of Cash Flows:

For the purposes of presenting the statement of cash flows, the Corporation
has defined cash and cash equivalents as those amounts included in the balance
sheet caption "cash and due from banks."

Use of Estimates in Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Estimates
used in the preparation of the financial statements are based on various factors
including the current interest rate environment and the general strength of the
local economy. Changes in the overall interest rate environment can
significantly affect the Corporation's net interest income and the value of its
recorded assets and liabilities.

Reclassification:

Certain reclassifications have been made to prior period amounts to conform
to the 1995 presentation.

2. MERGERS AND ACQUISITIONS:

On June 30, 1995, the Corporation completed its merger with Bellbrook
Bancorp, Inc. (BBI), a bank holding company in Bellbrook, Ohio, a suburb of
Dayton, with total assets of approximately $23,000. The transaction was
accounted for under the pooling-of-interests method of accounting for business
combinations and accordingly, the consolidated financial statements have been
restated for the periods prior to the merger to include BBI. In connection with
the transaction, the Corporation issued 158,959 of its common shares to BBI's
shareholders.

The 1995 results of operations of the Corporation include the pre-merger
results of operations for BBI for the period January 1, 1995, through June 30,
1995. Summarized operating activity for BBI for the 1995 pre-merger period was
as follows:

<TABLE>
<S> <C>
Net interest income.......................... $510
Non-interest income.......................... 147
Net income................................... 109
</TABLE>

F-9
<PAGE> 98

Separate results of operations of the combined entities for December 31,
1994 and 1993 were as follows:

<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
Net interest income
BancFirst Ohio............................................... $15,331 $14,555
BBI.......................................................... 1,062 987
------- -------
Combined.................................................. $16,393 $15,542
======= =======
Non-interest income
BancFirst Ohio............................................... $ 3,527 $ 3,308
BBI.......................................................... 274 261
------- -------
Combined.................................................. $ 3,801 $ 3,569
======= =======
Net income
BancFirst Ohio............................................... $ 5,657 $ 5,204
BBI.......................................................... 217 217
------- -------
Combined.................................................. $ 5,874 $ 5,421
======= =======
</TABLE>

3. CASH AND DUE FROM BANKS:

The Corporation is required to maintain average reserve balances with the
Federal Reserve Bank. The average required reserve amounted to $3,506, $4,713
and $4,426 for March 31, 1996, December 31, 1995 and 1994, respectively.

4. INVESTMENT SECURITIES:

Effective January 1, 1994, the Corporation adopted SFAS No. 115, Accounting
for Certain Investments in Debt and Equity Securities. Under the new standard,
investment securities are carried at amortized cost and securities available for
sale are carried at estimated market value with the after-tax net unrealized
gain or loss recorded in shareholders' equity. At adoption, $69,689 of
investment securities were classified as available-for-sale based on the
Corporation's current intent, resulting in an increase in the carrying value of
investments by $2,375 and a net increase to shareholders' equity of $1,567 to
reflect the net unrealized holding gains at January 1, 1994.

During 1995, the Financial Accounting Standards Board released a special
report entitled, A Guide to Implementation of Statement 115 on Accounting for
Certain Investments in Debt and Equity Securities. This report provided for a
one-time opportunity from November 15 to December 31, 1995, to reclassify
securities between held-to-maturity and available-for-sale classifications. At
December 31, 1995, First National reclassified certain securities from
held-to-maturity to available-for-sale. These securities had an amortized cost
of $51,759 and a market value of $52,067 at the date of transfer, resulting in
an increase in the carrying value of investments by $308 and a net increase to
shareholders' equity of $203 to reflect the unrealized holding gains, net of
federal income taxes.

F-10
<PAGE> 99

The amortized cost and estimated market value of investment securities are
as follows:

<TABLE>
<CAPTION>
MARCH 31, 1996
-----------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Securities Available-for-Sale:
U.S. Treasury securities........................ $ 19,890 $ 231 $ 2 $ 20,119
Securities of other government agencies......... 14,199 60 139 14,120
Obligations of states and political
subdivisions.................................. 17,731 264 118 17,877
Other securities................................ 5,350 -- -- 5,350
Mortgage-backed securities...................... 112,271 812 1,137 111,946
--------- ---------- ---------- ---------
$ 169,441 $1,367 $1,396 $ 169,412
======== ======== ======== ========
Securities Held-to-Maturity:
Securities of other government agencies......... $ 400 $ 4 $ -- $ 404
Obligations of states and political
subdivisions.................................. 7,181 94 30 7,245
Industrial Revenue Bonds........................ 1,087 -- -- 1,087
Mortgage-backed securities...................... 115 15 -- 130
--------- ---------- ---------- ---------
$ 8,783 $ 113 $ 30 $ 8,866
======== ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1995
-----------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Securities Available-for-Sale:
U.S. Treasury securities........................ $ 17,949 $ 355 $ 1 $ 18,303
Securities of other government agencies......... 11,247 143 -- 11,390
Obligations of states and political
subdivisions.................................. 17,453 417 22 17,848
Other securities................................ 5,276 -- -- 5,276
Mortgage-backed securities...................... 116,507 1,078 542 117,043
--------- ---------- ---------- ---------
$ 168,432 $1,993 $ 565 $ 169,860
======== ======== ======== ========
Securities Held-to-Maturity:
Securities of other government agencies......... $ 400 $ 7 $ -- $ 407
Obligations of states and political
subdivisions.................................. 6,751 148 13 6,886
Industrial revenue bonds........................ 1,120 -- -- 1,120
Mortgage-backed securities...................... 121 14 -- 135
--------- ---------- ---------- ---------
$ 8,392 $ 169 $ 13 $ 8,548
======== ======== ======== ========
</TABLE>

F-11
<PAGE> 100

<TABLE>
<CAPTION>
DECEMBER 31, 1994
-----------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Securities Available-for-Sale:
U.S. Treasury securities........................ $ 30,913 $ 111 $ 609 $ 30,415
Securities of other government agencies......... 15,556 69 168 15,457
Obligations of states and political
subdivisions.................................. 308 -- 14 294
Other securities................................ 5,653 -- -- 5,653
Mortgage-backed securities...................... 39,124 18 1,997 37,145
--------- ---------- ---------- ---------
$ 91,554 $ 198 $2,788 $ 88,964
======== ======== ======== ========
Securities Held-to-Maturity:
U.S. Treasury securities........................ $ 250 $ -- $ -- $ 250
Securities of other government agencies......... 7,430 -- 249 7,181
Obligations of states and political
subdivisions.................................. 19,811 67 657 19,221
Industrial revenue bonds........................ 1,251 -- -- 1,251
Mortgage-backed securities...................... 35,889 11 2,643 33,257
--------- ---------- ---------- ---------
$ 64,631 $ 78 $3,549 $ 61,160
======== ======== ======== ========
</TABLE>

The amortized cost and estimated market value of debt securities at March
31, 1996, by contractual maturity, are shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right to call
or prepay obligations with or without call prepayment penalties.

<TABLE>
<CAPTION>
MARCH 31, 1996
-----------------------
ESTIMATED
AMORTIZED MARKET
COST VALUE
--------- ---------
<S> <C> <C>
Securities Available-For-Sale
Within one year............................................ $ 16,051 $ 16,093
After one through five years............................... 18,168 18,497
After five through ten years............................... 17,419 17,439
After ten years............................................ 5,532 5,437
--------- ---------
57,170 57,466
Mortgage-backed securities................................... 112,271 111,946
--------- ---------
$ 169,441 $ 169,412
======== ========
</TABLE>

F-12
<PAGE> 101

<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED MARKET
COST VALUE
--------- ---------
<S> <C> <C>
Securities Held-to-Maturity
Within one year............................................ $ 936 $ 944
After one through five years............................... 2,832 2,864
After five through ten years............................... 4,799 4,832
After ten years............................................ 101 96
--------- ---------
8,668 8,736
Mortgage-backed securities................................... 115 130
--------- ---------
$ 8,783 $ 8,866
======== ========
</TABLE>

Proceeds from sales of securities available for sale during the three
months ended March 31, 1996 and 1995 were $9,350.

Gross gains of $2 were recognized during the three months ended March 31,
1996.

Proceeds from sales of securities available-for-sale during 1995 and 1994
were $12,098 and $4,060, respectively. Gross gains of $144 and $1 and gross
losses of $8 and $58 were realized on sales in 1995 and 1994, respectively.
Proceeds from sales of investment securities during 1993 were $15,700. Gross
gains of $386 and gross losses of $30 were realized in 1993.

Securities held-to-maturity with a carrying amount of $200, $200 and
$19,062 and securities available-for-sale with a market value of $64,960,
$61,829 and $45,509 at March 31, 1996, December 31, 1995 and December 31, 1994,
respectively, were pledged to secure public deposits and for other purposes
required by law.

5. LOANS:

The composition of the loan portfolio is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, --------------------
1996 1995 1994
--------- -------- --------
<S> <C> <C> <C>
Commercial, financial and industrial.............. $113,778 $107,015 $103,415
Real estate -- mortgage........................... 103,891 105,604 100,963
Real estate -- construction....................... 6,949 2,859 1,232
Consumer.......................................... 53,097 53,340 42,333
--------- -------- --------
$277,715 $268,818 $247,943
========= ======== ========
</TABLE>

The Corporation has made loans to certain directors, executive officers,
and their affiliates in the ordinary course of business.

F-13
<PAGE> 102

An analysis of the three months ended March 31, 1996 and the year ended
December 31, 1995 activity with respect to these related party loans is as
follows:

<TABLE>
<CAPTION>
MARCH
31, DECEMBER 31,
1996 1995
-------- ------------
<S> <C> <C>
Beginning balance........................................ $3,517 $3,441
New loans.............................................. 113 849
Repayments............................................. (396) (773)
-------- ------------
Ending balance........................................... $3,234 $3,517
========= ============
</TABLE>

At March 31, 1996, the recorded investment in loans considered to be
impaired under SFAS No. 114 was $531 (all of which was on a non-accrual basis).
The related allocation of the allowance for possible loan losses for these
impaired loans is $79. The average recorded investment in impaired loans for the
quarter ended March 31, 1996 was approximately $666. For the quarter ended March
31, 1996, the Corporation recognized no interest income on these impaired loans.
Interest income of approximately $15 would have been recorded on these loans
according to the original terms.

At December 31, 1995, the recorded investment in loans considered to be
impaired under SFAS No. 114 was $669 (of which $568 was on a non-accrual basis).
The related allocation of the allowance for possible loan losses for these
impaired loans is $68. The average recorded investment in impaired loans for the
year ended December 31, 1995 was approximately $535. The Corporation would have
recognized $30 of interest income under the original terms of these loans,
however, actual interest income of approximately $4 was recognized during 1995.

6. ALLOWANCE FOR POSSIBLE LOAN LOSSES:

An analysis of activity in the allowance for possible loan losses is as
follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED DECEMBER 31,
MARCH 31, --------------------------
1996 1995 1994 1993
------------------ ------ ------ ------
<S> <C> <C> <C> <C>
Balance at beginning of period................. $3,307 $3,095 $3,007 $2,384
Provision charged to operations............. 292 967 338 799
Loans charged off........................... (255) (862) (320) (263)
Loan recoveries............................. 62 107 70 87
------- ------ ------ ------
Net charge-offs........................ (193) (755) (250) (176)
------- ------ ------ ------
Balance at end of period....................... $3,406 $3,307 $3,095 $3,007
======= ====== ====== ======
</TABLE>

F-14
<PAGE> 103

7. PREMISES AND EQUIPMENT:

Premises and equipment are summarized below:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ----------------
1996 1995 1994
--------- ------ ------
<S> <C> <C> <C>
Land.................................................... $ 924 $ 924 $ 924
Buildings............................................... 3,542 3,531 3,458
Furniture, fixture and equipment........................ 5,180 5,009 4,354
Construction in progress................................ 172 80 227
--------- ------ ------
9,818 9,544 8,963
Less accumulated depreciation and amortization........ 5,536 5,424 4,650
--------- ------ ------
Premises and equipment, net........................ $ 4,282 $4,120 $4,313
========= ====== ======
</TABLE>

Total depreciation expense was $185 and $176 for the three months ended
March 31, 1996 and 1995, respectively.

Total depreciation expense was $793, $707 and $593 for the years ended
December 31, 1995, 1994 and 1993, respectively.

8. DEPOSITS:

A summary of deposits is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, --------------------
1996 1995 1994
--------- -------- --------
<S> <C> <C> <C>
Demand, noninterest-bearing......................... $ 40,545 $ 41,835 $ 42,078
Demand, interest-bearing............................ 96,013 98,795 103,884
Savings............................................. 51,431 50,414 53,086
Time, $100 and over................................. 54,985 44,327 26,212
Time, other......................................... 113,262 113,174 95,576
--------- -------- --------
$356,236 $348,545 $320,836
========= ======== ========
</TABLE>

F-15
<PAGE> 104

9. SHORT-TERM BORROWINGS:

Short-term borrowings consist of federal funds purchased. Federal funds
purchased generally have one- to four-day maturities.

The following table reflects the maximum month-end outstandings, average
daily outstandings, average rates paid during the quarter and year, and the
average rates paid at quarter-end and year-end for the various categories of
short-term borrowings:

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED DECEMBER 31,
MARCH 31, -----------------------------
1996 1995 1994 1993
------------------ ------- ------- -------
<S> <C> <C> <C> <C>
Federal funds purchased:
Average balance............................ $2,188 $ 2,532 $ 1,490 $ 726
Average rate............................... 6.11% 6.30% 5.84% 3.58%
Maximum month-end balance.................. $4,900 $12,600 $10,650 $ 6,000
Balance at quarter-end or year-end......... $4,900 $ 7,400 $10,650 $ 6,000
Average rate on balance at quarter-end or
year-end................................ 5.50% 5.75% 6.50% 3.38%
</TABLE>

10. LONG-TERM BORROWINGS:

Long-term borrowings are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ------------------
1996 1995 1994
--------- ------- -------
<S> <C> <C> <C>
Term reverse repurchase agreement (5.95%) due 1997.... $ 5,000 $ 5,000 $ --
Term reverse repurchase agreement (6.05%) due 1998.... 5,000 5,000 --
FHLB Advances......................................... 56,631 56,735 52,875
--------- ------- -------
$66,631 $66,735 $52,875
========= ======= =======
</TABLE>

Minimum annual retirements on long-term borrowings for the next five years
consisted of the following at March 31, 1996:

<TABLE>
<CAPTION>
WEIGHTED
MATURITY AVERAGE PRINCIPAL
(PERIOD ENDING) INTEREST RATE REPAYMENT
-------------------------------------------------------- ------------- ---------
<S> <C> <C>
1996............................................... 6.24% $ 9,879
1997............................................... 5.89 32,991
1998............................................... 5.86 10,524
1999............................................... 5.88 1,559
2000............................................... 6.29 597
2001 and thereafter................................ 6.81 11,081
----- ---------
Total......................................... 6.10% $66,631
=========== ==========
</TABLE>

FHLB advances must be secured by eligible collateral as specified by the
FHLB. Accordingly, the Corporation has a blanket pledge of its first mortgage
loan portfolio as collateral for the advances outstanding at March 31, 1996,
December 31, 1995 and 1994, with a required minimum ratio of collateral to
advances of 150%.

The term reverse repurchase agreements are with Salomon Brothers, Inc.
under which the Corporation sold mortgage-backed securities classified as
available-for-sale and with a current carrying and market value of

F-16
<PAGE> 105

$10,560 and $12,416 and accrued interest of $24 and $124 at March 31, 1996 and
December 31, 1995, respectively. The reverse repurchase agreements have a
weighted average maturity of 1.79 years and 2.04 years, at March 31, 1996 and
December 31, 1995, respectively.

11. RETIREMENT PLANS:

The Corporation has a defined contribution plan which covers substantially
all full-time employees. Contributions to the plan are based upon 10% of the
employees' base compensation.

Expenses related to the plans for the three months ended March 31, 1996 and
1995 were approximately $90 and $114, respectively.

Expenses related to the plans for the years ended December 31, 1995, 1994
and 1993 were approximately $333, $349, and $290 respectively.

The Corporation also has 401(k) Retirement Plans which cover substantially
all employees with more than one year of service. The Corporation makes
contributions to the Plans pursuant to salary savings elections and
discretionary contributions as set forth by the provisions of the Plans.
Employees direct the investment of account balances from Plan alternatives.
Operations have been charged $1 and $0 for contributions to the Plans for the
three months ended March 31, 1996 and 1995, respectively. Operations have been
charged $111, $104 and $99 for contributions to the Plans for the years ended
December 31, 1995, 1994 and 1993, respectively.

During 1993, the Corporation adopted an employee stock purchase plan
whereby eligible employees and directors, through their plan contributions, may
purchase shares of the Corporation's stock. Such shares, up to a maximum of
18,000 shares, are purchased from treasury stock at fair market value. Expenses
of $2 were incurred by the Corporation for the year ended December 31, 1995 in
connection with the Plan. There were no related expenses for the years ended
December 31, 1994 or 1993, respectively.

The Corporation currently provides certain health care benefits for
eligible retirees. On January 1, 1993, the Corporation adopted Statement of
Financial Accounting Standards (SFAS) No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions. SFAS 106 requires the use of the
accrual method of accounting for the projected costs of providing postretirement
benefits during the period of employee service. The Corporation previously
accounted for such benefits on a cash basis. Such amounts did not differ
significantly from those calculated under the accrual method of accounting. The
Corporation will continue to fund these benefit costs as claims are incurred.

For the three months ended March 31, 1996 and 1995, health care benefit
costs for eligible retirees were $43 and $10, respectively.

For the years ended December 31, 1995, 1994, and 1993, health care benefit
costs for eligible retirees was $39, $26, and $38, respectively.

On January 1, 1994, the Corporation adopted Statement of Financial
Accounting Standards (SFAS) No. 112, Employer's Accounting for Postemployment
Benefits, which requires accrual accounting for benefits provided to former or
inactive employees after employment, but before retirement. The Corporation
previously accounted for such benefits on a cash basis. Such amounts did not
differ significantly from those calculated under the accrual method of
accounting. The Corporation will continue to fund these benefit costs as
incurred.

F-17
<PAGE> 106

12. INCOME TAXES:

The provision for income taxes is summarized below:

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------- ----------------------------
1996 1995 1995 1994 1993
---- ---- ------ ------ ------
<S> <C> <C> <C> <C> <C>
Current................................ $600 $586 $2,720 $2,148 $2,633
Deferred............................... 163 (4) (14) 424 (310)
---- ---- ------ ------ ------
Provision for income taxes............. $763 $582 $2,706 $2,572 $2,323
==== ==== ====== ====== ======
</TABLE>

The following is a reconciliation of income tax at the federal statutory
rate to the effective rate of tax on the financial statements:

<TABLE>
<CAPTION>
THREE
MONTHS
ENDED YEAR ENDED DECEMBER
MARCH 31, 31,
----------- -------------------
1996 1995 1995 1994 1993
--- --- --- --- ---
<S> <C> <C> <C> <C> <C>
Tax at federal statutory rate................. 34% 34% 34% 34% 34%
Permanent differences:
Tax-exempt interest, net of allowed interest
expense.................................. (5) (6) (4) (5) (4)
Other......................................... -- 2 -- 1 --
--- --- --- --- ---
Effective tax rate............................ 29% 30% 30% 30% 30%
=== === === === ===
</TABLE>

On January 1, 1993, the Corporation adopted Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income Taxes, which requires
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Deferred income taxes are recognized at prevailing income tax rates
for temporary differences between financial statement and income tax bases of
assets and liabilities. The cumulative effect of this change in accounting for
income taxes was not significant.

F-18
<PAGE> 107

The components of the net deferred tax asset (liability) were as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, -----------------
1996 1995 1994
--------- ------ ------
<S> <C> <C> <C>
Deferred tax assets (liabilities) arising from:
Allowance for possible loan losses.......................... $ 816 $ 782 $ 721
Reserve for health insurance................................ 47 47 33
Depreciation................................................ 8 8 --
Deferred compensation....................................... 28 33 --
Other....................................................... 38 38 --
Unrealized holding losses on securities..................... 10 -- 882
---- ------ ------
Total deferred tax assets................................ 947 908 1,636
---- ------ ------
Deferred tax liabilities arising from:
Gain on sale of loans....................................... 742 574 292
Deferred loan fees and costs................................ 65 53 44
Depreciation................................................ -- -- 77
FHLB stock dividends........................................ 186 160 75
Unrealized holding gains on securities...................... -- 485 --
Other, net.................................................. -- -- 56
---- ------ ------
Total deferred tax liabilities........................... 993 1,272 544
---- ------ ------
Net deferred tax (liability) asset............................ $ (46) $ (364) $1,092
==== ====== ======
</TABLE>

The Corporation did not record a valuation allowance at December 31, 1994,
as the deferred tax asset was considered to be realizable based on the level of
anticipated future taxable income. Net deferred tax assets and liabilities and
federal income tax expense in future years can be significantly affected by
changes in enacted tax rates.

13. LEASE COMMITMENTS:

The Corporation leases equipment, land at one branch location, and certain
office space. The land lease has five renewal options for five years each.

A summary of noncancelable future operating lease commitments at December
31, 1995 follows:

Rent expense under all lease obligations, including month-to-month
agreements, aggregated approximately $44 and $33, for the three months ended
March 31, 1996 and 1995, respectively.

Rent expense under all lease obligations, including month-to-month
agreements, aggregated approximately $155, $132, and $136 for the years ended
December 31, 1995, 1994 and 1993, respectively.

F-19
<PAGE> 108

14. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK:

In the normal course of business, the Corporation is party to financial
instruments with off-balance-sheet risk, necessary to meet the financing needs
of its customers. These financial instruments include loan commitments, and
standby letters of credit. The instruments involve, to varying degrees, elements
of credit and interest rate risk in excess of the amount recognized in the
financial statements.

The Corporation's exposure to credit loss in the event of nonperformance by
the other party to the financial instrument for loan commitments and standby
letters of credit is represented by the contractual amount of those instruments.
The Corporation uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments. The total
amounts of financial instruments with off-balance-sheet risk are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, -------------------
1996 1995 1996
--------- ------- -------
<S> <C> <C> <C>
Financial instruments whose contract amounts represent
credit risk:
Loan commitments.......................................... $18,375 $20,113 $15,969
Standby letters of credit................................. 1,997 2,017 1,899
</TABLE>

Since many of the loan commitments may expire without being drawn upon, the
total commitment amount does not necessarily represent future cash requirements.
The Corporation evaluates each customer's credit worthiness on a case-by-case
basis. The amount of collateral obtained, if deemed necessary by the Corporation
upon extension of credit, is based on management's credit evaluation of the
counter-party. Collateral held varies but may include accounts receivable,
inventory, property, plant and equipment, and income-producing commercial
properties. The credit risk involved in issuing letters of credit is essentially
the same as that involved in extending loan commitments to customers.

The Corporation does not hold, nor did it issue, any derivative financial
instruments.

The Corporation offers credit cards in an agency capacity for another
institution. Under certain circumstances, the credit cards are issued with
recourse to the Corporation. The total of these credit lines with recourse to
the Corporation is approximately $3,103 and $2,442 of which $305 and $251
represent outstanding balances at March 31, 1996 and December 31, 1995,
respectively.

In addition to the financial instruments with off-balance sheet risks, the
Corporation has commitments to lend money which have been approved by the Small
Business Administration's (SBA) 7(a) program. Such commitments carry SBA
guarantees on individual credits ranging from 71% to 90% of principal balances.
The total of such commitments at March 31, 1996, December 31, 1995, and 1994
were $2,631, $358 and $117, respectively, with guaranteed principal by the SBA
totaling $1,824, $287 and $100, respectively.

The Corporation has no significant concentrations of credit risk with any
individual counter-party. The Corporation's lending is concentrated in the
Muskingum County, Ohio market area, and those loans are principally in
single-family residential mortgages.

15. SHAREHOLDERS' EQUITY:

The payment of dividends by banking subsidiaries is subject to regulatory
restrictions by various regulatory authorities. These restrictions provide for
national banks that dividends in any calendar year generally shall not exceed
the total net profits of that year plus the retained net profits of the
preceding two years. In addition, for all banks, dividend payments may not
reduce capital levels below minimum regulatory guidelines. At March 31, 1996 and
December 31, 1995, the Corporation has $14,134 and $13,022, respectively, in
retained earnings. At these dates, $7,090 and $6,476, respectively, of the
retained earnings of

F-20
<PAGE> 109

the banking subsidiaries is available for the payment of dividends to the
Corporation without regulatory agency approval.

The Corporation is also required to maintain minimum amounts of capital to
total "risk weighted" assets, as defined by the banking regulators. At March 31,
1996 and December 31, 1995, the Corporation is required to have minimum Tier 1
and total capital ratios of 4.0% and 8.0%, respectively. The Corporation's
actual ratios at that date were 16.96% and 18.11% at March 31, 1996 and 17.70%
and 18.89% at December 31, 1995. The Corporation's leverage ratio at March 31,
1996 and December 31, 1995 were 10.41% and 10.49%, respectively. The regulatory
minimum leverage ratio required was 3.0%.

On April 19, 1994, the Corporation declared a stock split in the form of a
100% stock dividend. All per share data has been restated to reflect this
dividend.

16. FAIR VALUE OF FINANCIAL INSTRUMENTS:

Provided below is the information required by Statement of Financial
Accounting Standards No. 107, Disclosures About Fair Value of Financial
Instruments (SFAS 107). The amounts provided represent estimates of fair values
at a particular point in time. Significant estimates regarding economic
conditions, loss experience, risk characteristics associated with particular
financial instruments and other factors were used for the purposes of this
disclosure. These estimates are subjective in nature and involve matters of
judgment. Therefore, they cannot be determined with precision. Changes in the
assumptions could have a material impact on the estimates shown.

While the estimated fair value amounts are designed to represent estimates
of the amounts at which these instruments could be exchanged in a current
transaction between willing parties, many of the Corporation's financial
instruments lack an available trading market as characterized by willing parties
engaging in an exchange transaction. In addition, with the exception of its
available-for-sale securities portfolio, it is the Corporation's intent to hold
its financial instruments to maturity and, therefore, it is not probable that
the fair values shown will be realized.

The value of long-term relationships with depositors (core deposit
intangible) and other customers are not reflected in the estimated fair values.
In addition, the estimated fair values disclosed do not reflect the value of
assets and liabilities that are not considered financial instruments.

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practical to make that
value:

Cash and Due From Banks -- The carrying amount approximates fair
value.

Investment Securities -- Estimated fair values are based on quoted
market prices, when available. If a quoted market price is not available,
fair value is estimated using quoted market prices for similar securities.

Loans -- In order to determine the fair values for loans, the loan
portfolio was segmented based on loan type, credit quality and repricing
characteristics. For residential mortgages, fair value is estimated using
the quoted market prices for securities backed by similar loans, adjusted
for differences in loan characteristics. For certain variable rate loans
with no significant credit concerns and frequent repricings, estimated fair
values are based on the carrying values. The fair values of other loans are
estimated using discounted cash flow analyses. The discount rates used in
these analyses are based on origination rates for similar loans. Where
appropriate, adjustments have been made for credit and other costs so as to
more accurately reflect market rates. The estimate of maturity is based on
historical experience with repayments and current economic and lending
conditions.

F-21
<PAGE> 110

Deposits -- Under SFAS 107, the fair value of demand deposits, savings
accounts and certain money market deposits with no stated maturity is equal
to the amount payable on demand. The estimated fair value of fixed maturity
certificates of deposit is based on discounted cash flow analyses using
market rates currently offered for deposits of similar remaining
maturities.

Long-term borrowings -- Estimated fair value of long-term borrowings
were based on discounted cash flow analyses using current rates for the
same advances.

Commitments to Extend Credit and Stand-by Letters of Credit -- The
fair value of commitments is estimated using the fees currently charged to
enter into similar agreements, taking into account the remaining terms of
the agreements and the present credit worthiness of the counter-parties.
The fair value of letters of credit is based on fees currently charged for
similar agreements or on the estimated cost to terminate them or otherwise
settle the obligations with counter-parties at the reporting date.

The fair values of financial instruments were as follows:

<TABLE>
<CAPTION>
MARCH 31, 1996 DECEMBER 31, 1995
--------------------- ---------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Cash and due from banks......................... $ 13,364 $ 13,364 $ 14,102 $ 14,102
Securities available-for-sale................... 169,441 169,412 169,860 169,860
Securities held-to-maturity..................... 8,783 8,866 8,392 8,548
Loans, net of allowance for loan losses......... 274,309 * 265,511 267,094
Short-term borrowings........................... 4,900 4,900 7,400 7,400
Time deposits................................... 168,247 * 157,501 158,683
Long-term borrowings............................ 66,631 * 66,735 67,048
</TABLE>

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

*Fair value for this information is calculated on an annual basis only.

Under the provisions of SFAS 107, Bellbrook was not required to adopt the
statement until 1995. Accordingly, the following reflects the carrying value and
fair value of financial instruments for First National only at December 31,
1994:

<TABLE>
<CAPTION>
1994
---------------------
CARRYING FAIR
AMOUNT VALUE
-------- --------
<S> <C> <C>
Cash and due from banks................................................ $ 16,330 $ 16,330
Securities available-for-sale.......................................... 84,883 84,883
Securities held-to-maturity............................................ 62,732 59,287
Loans, net of allowance for loan losses................................ 231,272 230,271
Short-term borrowings.................................................. 10,650 10,650
Time deposits.......................................................... 118,211 116,152
FHLB advances.......................................................... 52,875 50,180
</TABLE>

F-22
<PAGE> 111

17. PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION:

Parent Company only condensed financial information are as follows:

CONDENSED BALANCE SHEET
MARCH 31, 1996 (UNAUDITED)
DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, -------------------
1996 1995 1994
--------- ------- -------
<S> <C> <C> <C>
Assets:
Cash...................................................... $ 65 $ 7 $ 27
Investment in repurchase agreement with subsidiary........ 9,000 8,530 11,100
Investment in subsidiaries................................ 40,906 39,882 32,721
Other assets.............................................. 235 1,609 64
------ ------ -------
Total assets........................................... $50,206 $50,028 $43,912
====== ====== =======
Liabilities and equity:
Other liabilities......................................... $ 1 $ 18 $ 68
------ ------ -------
Shareholders' equity........................................ 50,205 50,010 43,844
------ ------ -------
Total liabilities and equity........................... $50,206 $50,028 $43,912
====== ====== =======
</TABLE>

CONDENSED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED) AND THE
YEARS ENDED DECEMBER 31, 1995 AND 1994 AND 1993

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
----------------- ----------------------------
1996 1995 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Dividends from subsidiary..................... $ -- $ -- $2,000 $5,000 $5,000
Interest income............................... 6 5 16 10 6
Operating expenses............................ (206) (125) (477) (271) (162)
------- ------- ------- ------- ------
Income (loss) before income tax and equity in
earnings of subsidiaries.................... (200) (120) 1,539 4,739 4,844
Federal income tax benefit.................... 70 27 128 88 45
------- ------- ------- ------- ------
Income (loss) before equity in earnings of
subsidiaries................................ (130) (93) 1,667 4,827 4,889
Earnings in excess of dividends............... 1,985 1,426 4,545 1,047 532
------- ------- ------- ------- ------
Net income.................................... $1,855 $1,333 $6,212 $5,874 $5,421
======= ======= ======= ======= ======
</TABLE>

F-23
<PAGE> 112

CONDENSED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED) AND THE
YEARS ENDED DECEMBER 31, 1995 AND 1994 AND 1993

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
----------------- --------------------------
1996 1995 1995 1994 1993
------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income...................................... $ 1,855 $ 1,333 $ 6,212 $ 5,874 $5,421
Adjustments to reconcile net income to net cash
provided by operations:
Amortization and depreciation................... 3 2 9 23 22
(Increase) decrease in other assets............. 1,374 14 (1,539) 6 (20)
(Decrease) increase in other liabilities........ (17) (67) (15) 32
Decrease in dividend receivable from
subsidiary................................... -- -- -- -- 1,898
Earnings in excess of dividends................. (1,988) (1,428) (4,545) (1,047) (532)
------- ------- ------- ------- ------
Net cash provided by operating activities....... 1,227 (146) 122 4,888 6,789
------- ------- ------- ------- ------
Cash flows from financing activities:
Cash dividends paid............................. (743) (647) (2,715) (2,487) (2,291)
Purchase of treasury stock...................... -- -- (139) (240) (285)
Treasury shares issued.......................... 44 39 155 153 145
------- ------- ------- ------- ------
Net cash used in investing activities........ (699) (608) (2,699) (2,574) (2,431)
------- ------- ------- ------- ------
Cash flows from investing activities:
Purchase of equipment and other assets.......... -- -- (13) (20) --
Decrease (increase) in repurchase agreement with
subsidiary................................... (470) 750 2,570 (2,300) (4,358)
------- ------- ------- ------- ------
Net cash provided by (used for) investing
activities................................... (470) 750 2,557 (2,320) (4,358)
------- ------- ------- ------- ------
Net decrease in cash............................ 58 (4) (20) (6) (0)
Cash, beginning of period......................... 7 27 27 33 33
------- ------- ------- ------- ------
Cash, end of period............................... $ 65 $ 23 $ 7 $ 27 $ 33
======= ======= ======= ======= ======
</TABLE>

The Parent Company did not pay cash for interest or income taxes during any
of the periods.

18. SAVINGS ASSOCIATION INSURANCE FUND RECAPITALIZATION:

In September 1995, Congress began consideration of a recapitalization plan
for Savings Association Insurance Fund (SAIF). Congress' plan, as proposed,
provides for a special assessment of as much as 0.85% to 0.90% of deposits to be
imposed on all SAIF-insured institutions to enable the SAIF to achieve its
reserve level. First National, through the acquisition of certain deposits in
1992, has deposits which are referred to as "Oakar" deposits that are subject to
SAIF premiums and, accordingly, any special assessments levied. Under the
current plan, 80% of Oakar deposits would be subject to the special assessment.
Such assessment, as proposed, would amount to approximately $218 to $231 before
taxes to the Corporation, based on deposits at December 31, 1995, and would be
recorded as an expense. Future deposit insurance premiums are expected to
decrease to 0.04% from the 0.23% of deposits currently paid by the First
National.

F-24
<PAGE> 113

19. NEW ACCOUNTING PRONOUNCEMENTS:

In March, 1995, the FASB released SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.
SFAS No. 121 establishes accounting standards for the impairment of long-lived
assets, certain identifiable intangibles, and goodwill related to those assets
to be held and used, and for long-lived assets and certain identifiable
intangibles to be disposed of.

SFAS No. 121 requires that certain assets covered under the standard be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable and requires
adjustment to the carrying value of those assets in the case of impairment. It
is anticipated that the adoption of this statement will not materially impact
the reported financial statements or condition of the Corporation.

20. PENDING ACQUISITION:

On March 27, 1996, the Corporation entered into a Stock Purchase Agreement
to acquire all of the outstanding capital stock of County Savings Bank,
("County") a wholly-owned subsidiary of First Financial Group, Inc., ("FFG").
County is a savings and loan institution with total assets of approximately
$500,000. County reported net income of $4,012 for 1995. The purchase price,
payable in cash, approximates $47,750, subject to adjustment. The acquisition
has been approved by the shareholders of FFG, and is subject to regulatory
approval. The Corporation intends to fund the purchase price with cash from
operations, proceeds from the sale of equity or debt securities, and/or
borrowings.

F-25
<PAGE> 114

[THIS PAGE INTENTIONALLY LEFT BLANK]

F-26
<PAGE> 115

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS -- COUNTY SAVINGS BANK

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Report of Independent Accountants..................................................... F-28
Consolidated Statements of Financial Condition at March 31, 1996 (unaudited), and
December 31, 1995 and 1994.......................................................... F-29
Consolidated Statements of Income and Retained Earnings for the Three Months Ended
March 31, 1996 and 1995 (unaudited) and for the years ended December 31, 1995, 1994
and 1993............................................................................ F-30
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1996 and
1995 (unaudited) and for the years ended December 31, 1995, 1994 and 1993........... F-32
Notes to Consolidated Financial Statements............................................ F-35
</TABLE>

F-27
<PAGE> 116

REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
TO THE BOARD OF DIRECTORS OF COUNTY SAVINGS BANK

We have audited the accompanying consolidated statements of financial condition
of County Savings Bank (a wholly-owned subsidiary of First Financial Group,
Inc.) as of December 31, 1995 and 1994, and the related consolidated statements
of income and retained earnings, and cash flows for each of the three years in
the period ended December 31, 1995. These consolidated financial statements are
the responsibility of the Bank's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of County
Savings Bank as of December 31, 1995 and 1994 and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1995 in conformity with generally accepted accounting
principles.

As disclosed in Note 1 to the financial statements, effective January 1, 1994,
County Savings Bank changed its method of accounting for certain investment
securities.

COOPERS & LYBRAND L.L.P.

Columbus, Ohio
January 26, 1996

F-28
<PAGE> 117

COUNTY SAVINGS BANK AND SUBSIDIARIES
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
MARCH 31, 1996 (UNAUDITED) AND DECEMBER 31, 1995 AND 1994
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
MARCH DECEMBER 31,
31, ---------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents.................................. $ 2,772 $ 4,825 $ 2,235
Investment securities:
Securities available-for-sale, at fair value (amortized
cost of $54,789, $86,397 and $17,785 at March 31, 1996
and December 31, 1995 and 1994, respectively)......... 54,891 86,736 16,929
Securities held-to-maturity, at amortized cost (fair
value of $55,914, $57,686 and $114,279 at March 31,
1996 and December 31, 1995 and 1994, respectively).... 56,936 58,550 120,482
-------- -------- --------
Total investment securities...................... 111,827 145,286 137,411
Loans receivable, net...................................... 346,641 362,189 265,284
Accrued interest receivable................................ 2,801 3,247 2,625
Bank premises and equipment, net........................... 2,008 2,058 2,102
Real estate owned, net..................................... 720 736 2,563
Assets held under operating leases......................... -- -- 7,626
Purchased mortgage servicing rights........................ 821 972 1,157
Refundable federal income taxes............................ (309) 180 877
Deferred federal income taxes.............................. 685 606 1,994
Prepaid expenses and other assets.......................... 407 381 861
-------- -------- --------
Total assets..................................... $468,373 $520,480 $424,735
======== ======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Savings deposits........................................... $364,707 $362,798 $317,354
Federal Home Loan Bank (FHLB) advances..................... 52,300 105,500 65,100
Other borrowed money....................................... 13,740 14,435 9,729
Accrued interest payable................................... 635 585 487
Advance payments by borrowers for taxes and insurance...... 1,169 1,773 1,305
Accounts payable and accrued liabilities................... 1,389 1,437 1,014
-------- -------- --------
Total liabilities................................ 433,940 486,528 394,989
-------- -------- --------
Commitments and contingencies
Shareholder's equity:
Capital stock, $100 par value; authorized 20,000 shares,
issued and outstanding 6,000 shares................... 600 600 600
Retained earnings, substantially restricted.............. 33,822 33,187 29,775
Unrealized market adjustment on available for sale
securities............................................ 11 165 (629)
-------- -------- --------
Total shareholder's equity....................... 34,433 33,952 29,746
-------- -------- --------
Total liabilities and shareholder's equity....... $468,373 $520,480 $424,735
======== ======== ========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-29
<PAGE> 118

COUNTY SAVINGS BANK AND SUBSIDIARIES
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED)
AND THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
----------------- -------------------------------
1996 1995 1995 1994 1993
------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C>
Interest and dividend income:
Mortgage loans........................... $7,057 $5,453 $25,013 $19,164 $22,222
Commercial, home improvement and other
loans................................. 458 465 1,927 1,903 1,957
Investment securities and
interest-bearing securities........... 1,435 1,600 6,446 5,117 1,849
Mortgage-backed securities............... 554 803 3,158 3,228 2,333
Dividends on FHLB stock.................. 92 74 309 295 148
------ ------ ------- ------- -------
9,596 8,395 36,853 29,707 28,509
------ ------ ------- ------- -------
Interest expense:
Deposits................................. 4,772 3,765 17,190 13,595 13,440
FHLB advances............................ 1,074 1,034 4,701 4,246 2,347
Other borrowed money..................... 204 306 1,555 300 2,503
------ ------ ------- ------- -------
6,050 5,105 23,446 18,141 18,290
------ ------ ------- ------- -------
Net interest income................... 3,546 3,290 13,407 11,566 10,219
Provision for possible losses on loans..... 125 93 250 500 326
------ ------ ------- ------- -------
Net interest income after provision
for losses on loans................. 3,421 3,197 13,157 11,066 9,893
------ ------ ------- ------- -------
Other income:
Investment (losses) gains................ 233 41 162 (321) 1,664
Fee income............................... 142 168 588 1,004 651
Gain on sale of real estate owned........ 43 -- 333 346 74
Gain on sale of loans.................... 34 11 122 311 967
Other.................................... 63 119 465 825 1,339
------ ------ ------- ------- -------
515 339 1,670 2,165 4,695
------ ------ ------- ------- -------
Other expenses:
Compensation............................. 1,343 1,282 5,456 5,460 5,098
Occupancy expense........................ 273 287 1,080 1,256 1,356
Federal insurance premium................ 219 231 885 1,011 999
Provision for losses on real estate
owned................................. -- -- -- -- 518
Other.................................... 625 593 2,410 2,671 3,308
------ ------ ------- ------- -------
2,460 2,393 9,831 10,398 11,279
------ ------ ------- ------- -------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-30
<PAGE> 119

COUNTY SAVINGS BANK AND SUBSIDIARIES
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS -- CONTINUED

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
------------------- -------------------------------
1996 1995 1995 1994 1993
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Income before federal income
taxes............................. $ 1,476 $ 1,143 $ 4,996 $ 2,833 $ 3,309
Federal income taxes (expense) benefit... (491) (258) (984) 791 (288)
------- ------- ------- ------- -------
Net income.......................... 985 885 4,012 3,624 3,021
Retained earnings, beginning of period... 33,187 29,775 29,775 26,979 23,983
Dividends paid ($58.33, $100.00, $137.97
and $4.17 per share for the three
months ended March 31, 1996 and the
years ended December 31, 1995, 1994 and
1993, respectively).................... (350) -- (600) (828) (25)
------- ------- ------- ------- -------
Retained earnings, end of period.... $33,822 $30,660 $33,187 $29,775 $26,979
======= ======= ======= ======= =======
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-31
<PAGE> 120

COUNTY SAVINGS BANK AND SUBSIDIARIES
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED)
AND THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
------------------- --------------------------------
1996 1995 1995 1994 1993
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income............................ $ 985 $ 885 $ 4,012 $ 3,624 $ 3,021
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization...... 67 109 304 710 705
Amortization of premiums, net...... 146 40 333 570 557
Amortization of deferred loan
fees............................. (17) (106) (373) (610) (733)
Amortization of and allowance
related to servicing rights...... 151 42 184 223 240
Amortization of deferred swap
gain............................. (4) (42) (37) (96) (119)
Provision for loan losses.......... 125 93 250 500 326
Provision for loss on real estate
owned............................ -- -- -- -- 518
Investment (gains) losses.......... (233) (41) (162) 321 (1,665)
Loss from extinguishment of debt... -- -- -- -- 327
Gains on sale of real estate
owned............................ (43) -- (333) (346) --
Gains from sales of loans
receivable....................... (34) (11) (121) (311) --
Deferred federal income taxes...... -- -- 979 (497) 270
FHLB stock dividends............... (92) (74) (309) (295) (148)
Loans originated for sale.......... (10,151) (1,088) (19,916) (17,670) (62,638)
Sale of loans originated for
sale............................. 7,556 1,254 19,658 17,820 63,605
Increase (decrease) in cash from
changes in assets and
liabilities:
Accrued interest receivable...... 446 (32) (622) 250 (102)
Accrued interest payable......... 50 6 98 (222) 144
Federal income taxes (receivable)
payable....................... 489 (319) 697 (877) 989
Other, net....................... (31) (624) 904 268 (880)
------- ------- ------- ------- --------
Net cash (used in) provided by
operating activities........ (590) 92 5,546 3,362 4,417
------- ------- ------- ------- --------
</TABLE>

F-32
<PAGE> 121

COUNTY SAVINGS BANK AND SUBSIDIARIES
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS -- CONTINUED

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
------------------- --------------------------------
1996 1995 1995 1994 1993
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Cash flows from investing activities:
Proceeds from sale of real estate
owned.............................. $ 56 $ 8,045 $10,294 $ 5,753 $ 12,717
Purchases of available-for-sale
securities......................... (5,654) (27,697) (71,046) (40,172) --
Purchases of held-to-maturity
securities......................... -- -- (18,196) (62,666) (115,492)
Proceeds from sales of available for
sale securities.................... 30,205 22,910 57,360 37,221 --
Proceeds from sales of held for
investment securities.............. -- -- -- -- 49,681
Proceeds from maturities of
available-for-sale securities...... 7,331 2,629 11,503 1,797 --
Proceeds from maturities of held-to-
maturity securities................ 1,523 2,313 13,846 29,078 25,141
Net proceeds from short-term
investments........................ -- -- -- 3,131 805
Proceeds from sales of loans
receivable......................... -- -- -- 9,641 --
Purchases of loans receivable......... -- (3,600) (88,649) -- --
Decrease (increase) in loans
receivable......................... 18,034 (14,008) (8,118) (10,867) 18,290
Additions to bank premises and
equipment.......................... (17) (37) (225) (527) (248)
Other, net............................ (1) (50) (142) (879) 262
------- ------- ------- ------- --------
Net cash provided by (used in)
investing activities........ 51,477 (9,495) (93,373) (28,490) (8,844)
------- ------- ------- ------- --------
Cash flows from financing activities:
Increase (decrease) in savings
deposits........................... 1,909 4,559 45,444 (13,541) 29,235
Proceeds from long-term FHLB
advances........................... -- 10,000 55,000 40,000 40,000
Repayment of long-term FHLB
advances........................... -- (10,000) (55,000) -- (40,000)
Net increase (decrease) in short-term
FHLB advances...................... (53,200) 12,100 40,400 (14,900) 25,000
Increase (decrease) in other
borrowings......................... (695) (6,725) 4,706 9,729 --
Repayment of bonds payable............ -- -- -- -- (47,218)
Dividends paid........................ (350) -- (600) (828) (25)
Increase (decrease) in advance
payments by borrowers for taxes and
insurance.......................... (604) (173) 467 150 601
------- ------- ------- ------- --------
Net cash (used in) provided by
financing activities........ (52,940) 9,761 90,417 20,610 7,593
------- ------- ------- ------- --------
Increase (decrease) in cash and cash
equivalents........................ (2,053) 358 2,590 (4,518) 3,166
Cash and cash equivalents, beginning of
period................................ 4,825 2,235 2,235 6,753 3,587
------- ------- ------- ------- --------
Cash and cash equivalents, end of
period................................ $ 2,772 $ 2,593 $ 4,825 $ 2,235 $ 6,753
======= ======= ======= ======= ========
Supplemental disclosure of cash flow
information:
Interest paid......................... $ 6,000 $ 5,099 $23,348 $18,363 $ 17,963
Income taxes refunded................. -- -- $ 697 -- $ 994
</TABLE>

F-33
<PAGE> 122

COUNTY SAVINGS BANK AND SUBSIDIARIES
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS -- CONTINUED

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
------------------- --------------------------------
1996 1995 1995 1994 1993
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Supplemental schedule of noncash
investing activities:
Additions to real estate owned through
settlements or transfers of loans
receivable......................... -- $ 478 $ 868 $ 4,376 $ 2,463
Redesignation of securities to
available for sale................. -- -- $68,165 -- --
Transfer of real estate owned from
bank premises and equipment........ -- -- -- -- $ (693)
</TABLE>

F-34
<PAGE> 123

COUNTY SAVINGS BANK AND SUBSIDIARIES
- --------------------------------------------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
INFORMATION AT MARCH 31, 1996 AND 1995 IS UNAUDITED
(DOLLAR AMOUNTS IN THOUSANDS)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

A. ORGANIZATION: County Savings Bank (the Bank) is a wholly-owned
subsidiary of First Financial Group, Inc. (FFG). The Bank is a savings and
loan association incorporated under the laws of the state of Ohio. The Bank
is subject to regulation by the State of Ohio's Department of Commerce,
Office of Thrift Supervision (OTS), which is an office of the Department of
the Treasury and, for insurance purposes, the Federal Deposit Insurance
Corporation (FDIC).

B. PRINCIPLES OF CONSOLIDATION: The consolidated financial statements
include the accounts of the Bank and its wholly-owned subsidiaries. All
material intercompany balances and transactions have been eliminated in
consolidation.

C. FEDERAL HOME LOAN BANK SYSTEM: As a member of the Federal Home Loan
Bank (FHLB) System, the Bank is required to maintain an investment in the
capital stock of the FHLB of Cincinnati in an amount equal to the greater
of one percent of its mortgage loans and contracts secured by residential
property, or five percent of its outstanding advances from the FHLB.

To comply with OTS regulations, the Bank must maintain liquid assets
at an average of at least five percent of savings accounts and borrowings
due within one year. Such liquid assets are invested primarily in cash and
cash equivalents and certain investment securities which are readily
convertible into cash.

The Bank maintains insurance on savings accounts with the Savings
Association Insurance Fund (SAIF) of the FDIC, which requires quarterly
payments of deposit insurance premiums.

D. INVESTMENT AND MORTGAGE-BACKED SECURITIES: During 1994, the Bank
adopted the provisions of Statement of Financial Accounting Standards
(SFAS) No. 115, Accounting for Certain Investments in Debt and Equity
Securities. As a result, all securities have been classified as
available-for-sale or held to maturity. The Bank holds no securities that
are classified as trading.

The effect of this change in accounting principle resulted in an
unrealized holding loss, net of tax effect, of $484 at January 1, 1994, for
securities classified as available-for-sale and was reflected as a separate
component of stockholder's equity. During 1994, this unrealized holding
loss increased by $145 due to the depreciation in market value of
investments. At December 31, 1995, this account reflected an unrealized
holding gain due to the appreciation in market value of investments and
redesignation of securities to available-for-sale, causing a favorable
change of $794 ($444 from appreciation of investments and $350 from
redesignation of securities) from the prior year. During the three months
ended March 31, 1996 this account decreased $154 as a result of the
realization of net gains on the sale of available for sale securities.

Investment and mortgage-backed securities for which the Bank has the
positive intent and ability to hold to maturity are reported at cost,
adjusted for premiums and discounts that are recognized in interest income
using methods approximating the interest method over the period to
maturity.

Available-for-sale securities are recorded at fair value. Unrealized
holding gains and losses, net of tax, on available-for-sale securities are
reported as a net amount in a separate component of shareholder's equity
until realized. Gains and losses on the sale of available-for-sale
securities are determined using the specific-identification method.
Premiums and discounts are recognized in interest income using methods
approximating the interest method over the period to maturity.

E. LOANS RECEIVABLE: Loans receivable which management has no present
intent to sell are stated at their unpaid principal balances, as adjusted
for deferred loan fees. All loans held for sale are valued at the lower of
cost or market. Interest on loans is accrued as earned. A reserve for
uncollected interest is established on loans for which three or more
monthly payments are past due.

F-35
<PAGE> 124

F. MORTGAGE SERVICING: The Bank sells loans or participating
interests in loans which it continues to service for a fee. Gains or losses
on such sales are recognized at the time of sale and are determined by the
difference between the net sales proceeds and the book value of the loans
or interests sold. When the rights to service the underlying loans are
retained, the gain or loss is adjusted based on the net present value of
the expected amounts to be received or paid. The Bank calculates these
amounts by comparing the contractual interest rates to be paid by the
borrowers and the interest rates to be paid to the buyers, less an amount
equal to the present value of a normal servicing fee.

The costs to acquire the right to service mortgage loans are
capitalized and amortized over the estimated remaining servicing lives of
the underlying loan pool. The amortization is calculated using the interest
method, considering various factors including prepayment experience and
market rates. The carrying value of the servicing portfolio is periodically
evaluated by management in relation to future net servicing revenues.

In May 1995, the Financial Accounting Standards Board (FASB) issued
SFAS No. 122, Accounting for Mortgage Servicing Rights, which requires
financial institutions to recognize rights to service mortgage loans for
others, regardless of how those servicing rights are acquired, as separate
assets. This statement also requires that a financial institution assess
its capitalized mortgage servicing rights for impairment based on the fair
value of those rights. This statement was adopted as of January 1, 1996. As
a result, the Bank recorded an allowance of $100 for the excess of
amortized cost over the estimated fair value of capitalized purchased
mortgage servicing rights.

G. LOAN FEES: The Bank charges fees for originating loans. The Bank
accounts for such fees as prescribed in SFAS No. 91, Accounting for
Nonrefundable Fees and Costs Associated With Originating or Acquiring Loans
and Initial Direct Costs of Leases. Loan origination fees, net of direct
costs of underwriting the loans, have been deferred and are being amortized
to interest income using the interest method. Unamortized fees on loans
sold or paid in full are recognized as income.

H. ALLOWANCES FOR LOAN LOSSES: The Bank charges current earnings with
a provision for estimated losses on loans receivable. The provision for
losses on loans receivable takes into account both specifically identified
problem loans and risks not specifically identified in the loan portfolio.
In addition, the provision takes into account the financial condition of
the borrowers, the fair market value of the collateral, recourse to
guarantors, and other factors.

Actual losses are charged to the allowance when an account is deemed
to be uncollectible. Recoveries from loans previously charged to the
allowance as uncollectible are credited to the allowance for losses.

The Bank adopted SFAS No. 114, Accounting by Creditors for Impairment
of a Loan, on January 1, 1995. Under the new standard, a loan is considered
impaired, based on current information and events, if it is probable that
the Bank will be unable to collect the scheduled payments of principal or
interest when due according to the contractual terms of the loan agreement.
The measurement of impaired loans is generally based on the present value
of expected future cash flows discounted at the historical effective
interest rate, except that all collateral-dependent loans are measured for
impairment based on the fair value of the collateral. The adoption of SFAS
No. 114 had no impact on the Bank's allowance for loan losses determined at
January 1, 1995.

I. INCOME RECOGNITION ON IMPAIRED AND NONACCRUAL LOANS: Loans,
including impaired loans, are generally classified as nonaccrual if they
are past due as to payment of principal or interest for a period of more
than 90 days, unless such loans are well-secured and in the process of
collection. Loans that are on a current payment status or past due less
than 90 days may also be classified as nonaccrual if repayment in full of
principal and/or interest is in doubt.

F-36
<PAGE> 125

Loans may be returned to accrual status when all principal and
interest amounts contractually due (including arrearages) are reasonably
assured of repayment within an acceptable period of time, and there is a
sustained period of repayment performance by the borrower, in accordance
with the contractual terms of interest and principal.

While a loan is classified as nonaccrual, interest income is generally
recognized on a cash basis.

J. REAL ESTATE OWNED: Real estate properties acquired through, or in
lieu of, loan foreclosure are initially recorded at fair value at the date
of foreclosure establishing a new cost basis. After foreclosure, valuations
are periodically performed by management and the real estate is carried at
the lower of (1) cost, or (2) fair value minus estimated costs to sell. Any
reduction to fair value from the new cost basis recorded at the time of
acquisition is accounted for as a valuation reserve.

Costs relating to the improvement of real estate owned are
capitalized. Costs of holding such real estate are expensed as incurred,
while net operating income generated from these properties is reflected as
a reduction of the assets' carrying values. Such reductions of real estate
owned amounted to approximately $112 and $418 for 1994 and 1993,
respectively. Properties generating net operating income were disposed of
during 1995.

K. BANK PREMISES AND EQUIPMENT: Bank premises and equipment are
stated at cost less accumulated depreciation and amortization. Major
renewals or improvements are capitalized and depreciated over their
estimated useful lives, while repairs and maintenance are charged to
expense in the year incurred.

When property and equipment are retired or sold, the cost and related
accumulated depreciation or amortization are removed from the accounts,
with any gain or loss recognized.

Depreciation and amortization are computed principally on the
straight-line basis over the estimated useful lives of the various classes
of assets.

L. INTEREST RATE SWAP CONTRACTS: The Bank has entered into certain
interest rate swap contracts as part of its asset-liability management
program to assist in managing the Bank's interest rate risk and not for
speculative purposes. The notional principal amounts of these instruments
reflect the Bank's extent of involvement in this type of financial
instrument and do not represent the Bank's risk of loss due to counterparty
nonperformance or due to declines in the market values of these swap
contracts from changing interest rates. Such swap contracts are accounted
for as hedges on a historical cost basis, with the related swap income or
expense recognized currently. Fees received, if any, are deferred and
recognized as income over the applicable term of the contracts. Gains or
losses on the sale of swap contracts entered into as hedges are deferred
and recognized through operations over the remaining term of the related
hedged assets or liabilities. The Bank had offsetting swaps outstanding
with notional amounts totaling $10,000 and $20,000 at December 31, 1995 and
1994, respectively. No such transactions were outstanding at March 31,
1996.

M. FEDERAL INCOME TAXES: The Bank and its subsidiaries file a
consolidated federal income tax return with FFG. Income taxes are computed
on the separate results of the Bank and its subsidiaries based on a
tax-sharing arrangement with FFG. Deferred federal income taxes are
recognized on temporary differences between financial statement and income
tax bases of assets and liabilities.

N. USE OF ESTIMATES IN FINANCIAL STATEMENTS: The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Changes in the interest rate environment and the strength of the
local

F-37
<PAGE> 126

economy may affect the Bank's net interest income and the value of its
recorded assets and liabilities. Actual results could differ from those
estimates.

O. STATEMENT OF CASH FLOWS: For purposes of reporting cash flows, the
Bank considers interest-bearing deposits with a maturity of less than three
months to be cash equivalents.

P. RECLASSIFICATIONS: Certain 1994 and 1993 amounts have been
reclassified to conform with the 1995 presentation.

Q. INTERIM FINANCIAL STATEMENTS: The consolidated financial
statements as of and for the periods ended March 31, 1996 and 1995 are
unaudited and are presented pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, the
accompanying consolidated financial statements reflect all adjustments
(which are of a normal recurring nature) necessary to present fairly the
financial position and results of operations and cash flows for the interim
periods, but are not necessarily indicative of the results of operations
for a full year.

F-38
<PAGE> 127

2. INVESTMENT AND MORTGAGE-BACKED SECURITIES:

Information relating to investment and mortgage-backed securities is
summarized as follows:
<TABLE>
<CAPTION>
MARCH 31, 1996 DECEMBER 31, 1995
--------------------------------------------- ---------------------------------------------
GROSS GROSS GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE COST GAINS LOSSES VALUE
--------- ---------- ---------- ------- --------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SECURITIES AVAILABLE-FOR-SALE:
United States government and
agency obligations........... $ 1,000 $ -- $ (16) $ 984 $ 1,000 $ -- $ (21) $ 979
Collateralized mortgage
obligations and real estate
mortgage investment
conduits..................... 42,175 203 (34) 42,344 65,529 382 (43) 65,868
Mortgage-backed securities..... 590 -- (12) 578 14,591 75 (54) 14,612
Mutual funds................... 5,655 -- (39) 5,616 -- -- -- --
FHLB stock..................... 5,369 -- -- 5,369 5,277 -- -- 5,277
------- ---- ------- ------- ------- ---- ----- -------
Total........................ $54,789 $203 $ (101) $54,891 $86,397 $457 $ (118) $86,736
======= ==== ======= ======= ======= ==== ===== =======
SECURITIES HELD-TO-MATURITY:
United States government and
agency obligations........... $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
Collateralized mortgage
obligations and real estate
mortgage investment
conduits..................... 26,073 34 (709) 25,398 26,325 36 (711) 25,650
Mortgage-backed securities..... 28,952 46 (395) 28,603 30,297 24 (215) 30,106
Industrial development bond.... 1,857 -- -- 1,857 1,874 -- -- 1,874
Bonds and other................ 54 2 -- 56 54 2 -- 56
------- ---- ------- ------- ------- ---- ----- -------
Total........................ $56,936 $ 82 $ (1,104) $55,914 $58,550 $ 62 $ (926) $57,686
======= ==== ======= ======= ======= ==== ===== =======

<CAPTION>
DECEMBER 31, 1994
----------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- --------
<S> <<C> <C> <C> <C>
SECURITIES AVAILABLE-FOR-SALE:
United States government and
agency obligations........... $ 3,993 $ -- $ (440) $ 3,553
Collateralized mortgage
obligations and real estate
mortgage investment
conduits..................... 2,882 -- (27) 2,855
Mortgage-backed securities..... 7,572 -- (389) 7,183
Mutual funds................... -- -- -- --
FHLB stock..................... 3,338 -- -- 3,338
-------- --- ------- --------
Total........................ $ 17,785 -- $ (856) $ 16,929
======== === ======= ========
SECURITIES HELD-TO-MATURITY:
United States government and
agency obligations........... $ 1,997 $ -- $ (119) $ 1,878
Collateralized mortgage
obligations and real estate
mortgage investment
conduits..................... 73,615 8 (2,909) 70,714
Mortgage-backed securities..... 42,855 5 (3,188) 39,672
Industrial development bond.... 1,961 -- -- 1,961
Bonds and other................ 54 -- -- 54
-------- --- ------- --------
Total........................ $120,482 $ 13 $ (6,216) $114,279
======== === ======= ========
</TABLE>

F-39
<PAGE> 128

The mortgage-backed securities held by the Bank consist of Government
National Mortgage Association, Federal Home Loan Mortgage Corporation (FHLMC),
and Federal National Mortgage Association (FNMA) pass-through securities.

At December 31, 1995, the Bank had pledged approximately $1,178 of these
mortgage-backed securities as collateral for interest rate swap contracts. No
securities were pledged for interest rate swap contracts at March 31, 1996.

The amortized cost and market values of held to maturity and available for
sale securities at March 31, 1996 and December 31, 1995, by contractual
maturity, are shown below.

<TABLE>
<CAPTION>
MARCH 31, 1996 DECEMBER 31, 1995
----------------------------------------- -----------------------------------------
HELD-TO-MATURITY AVAILABLE-FOR-SALE HELD-TO-MATURITY AVAILABLE-FOR-SALE
SECURITIES SECURITIES SECURITIES SECURITIES
------------------- ------------------- ------------------- -------------------
AMORTIZED MARKET AMORTIZED MARKET AMORTIZED MARKET AMORTIZED MARKET
COST VALUE COST VALUE COST VALUE COST VALUE
--------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Due after one through five
years...................... $ 50 $ 50 $ -- $ -- $ 50 $ 50 $ -- $ --
Due after five years through
ten years.................. 1,857 1,857 1,000 984 1,874 1,874 1,000 979
------- ------- ------- ------- ------- ------- ------- -------
1,907 1,907 1,000 984 1,924 1,924 1,000 979
------- ------- ------- ------- ------- ------- ------- -------
Collateralized mortgage
obligations and real estate
investment conduits........ 26,073 25,398 42,175 42,344 26,325 25,650 65,529 65,868
Mortgage-backed securities... 28,952 28,603 590 578 30,297 30,106 14,591 14,612
FHLB stock and other......... 4 6 11,024 10,985 4 6 5,277 5,277
------- ------- ------- ------- ------- ------- ------- -------
Total...................... $56,936 $55,914 $54,789 $54,891 $58,550 $57,686 $86,397 $86,736
======= ======= ======= ======= ======= ======= ======= =======
</TABLE>

Collateralized mortgage obligations, real estate investment conduits and
mortgage-backed securities pay monthly principal and interest to the holder.
These securities have stated final maturities ranging from 23 to 351 months and
estimated weighted average lives ranging from 1 month to 25 years. Expected
maturities will differ from contractual maturities because borrowers have the
right to call or prepay the underlying obligations with or without penalties. Of
the $55,025 and $56,622, respectively, of such securities that have been
classified as held to maturity at March 31, 1996 and December 31, 1995, $22,763
and $23,011, respectively, reprice monthly, semiannually or annually based on
changes in LIBOR or various treasury indices.

The Bank considers all investments in collateralized mortgage obligations
and real estate mortgage investment conduits to be nonhigh risk securities, as
that term is defined by the Federal Financial Institutions Examination Council.

Proceeds from sales of investment and mortgage-backed securities during the
three months ended March 31, 1996 and 1995 and the years ended December 31,
1995, 1994 and 1993 were $30,204, $22,910, $57,360, $37,221 and $49,681,
respectively. Gross gains of $285, $46, $250, $140 and $552 and gross losses of
$52, $5, $88, $1,202 and $11 were realized on these sales in 1996, 1995 and
1994, respectively. All sales in 1996, 1995 and 1994 involved available-for-sale
securities.

On November 15, 1995, the FASB released a special report entitled "A Guide
to Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities". This report provided for a one-time opportunity to
reclassify securities between held-to-maturity and available-for-sale. As a
result, on December 29, 1995, the Bank redesignated held-to-maturity securities
with a carrying value of $68,165 and market value of $68,516 as
available-for-sale.

F-40
<PAGE> 129

On January 2, 1996, the Bank sold available-for-sale securities with an
amortized cost of $30,004 for a net gain of $233.

3. LOANS RECEIVABLE:

Loans receivable are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, --------------------
1996 1995 1994
--------- -------- --------
<S> <C> <C> <C>
First mortgage loans (including purchased loans serviced by
others of $66,103, $69,970 and $1,090 in 1996, 1995 and
1994, respectively)....................................... $547,680 $570,165 $497,940
Loans and participation interests sold...................... (213,273 ) (219,584) (245,737)
Loans in process............................................ (4,478 ) (5,728) (3,445)
--------- -------- --------
First mortgage loans -- net................................. 329,929 344,853 248,758
Commercial, consumer and other loans........................ 17,609 18,011 18,533
Deposit loans............................................... 1,789 1,885 1,881
Deferred gain from termination of interest rate swaps....... (301 ) (335) (372)
Deferred loan fees.......................................... (1,048 ) (1,059) (1,400)
Premiums on purchased loans................................. 756 856 210
Allowance for losses on loans............................... (2,093 ) (2,022) (2,326)
--------- -------- --------
Total loans receivable.................................... $346,641 $362,189 $265,284
========= ======== ========
</TABLE>

First mortgage loans consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, --------------------
1996 1995 1994
--------- -------- --------
<S> <C> <C> <C>
Residential mortgage................................... $261,591 $265,038 $162,824
Nonresidential......................................... 68,338 79,815 85,934
--------- -------- --------
Total first mortgage loans........................... $329,929 $344,853 $248,758
========= ======== ========
</TABLE>

Residential mortgage loans are for properties located primarily in Ohio
(mainly Franklin and Licking counties) and other midwestern states.
Nonresidential mortgage loans are collateralized by commercial real estate
properties also located primarily in Ohio. Repayment of these loans is in part
dependent on the economic conditions in the respective areas where the
properties are located. The Bank evaluates each customer's creditworthiness on a
case-by-case basis. In connection with these evaluations, management must make
various estimates and assumptions relative to the borrower's financial condition
and the underlying collateral property's operating performance.

The Bank sold approximately $7,522, $19,587, $26,012 and $62,800 of
residential mortgage loans during 1996, 1995, 1994 and 1993, respectively, to
FHLMC, FNMA and private investors, recording gains of approximately $34, $122,
$311 and 967, respectively. At March 31, 1996 and December 31, 1995 and 1994,
the Bank had $4,539, $2,232 and $823, respectively, of outstanding commitments
to sell loans.

The Bank had loan commitments outstanding of approximately $8,227, $6,361
and $17,142 at March 31, 1996 and December 31, 1995 and 1994, respectively, in
addition to the undisbursed portion of loans in process. Undisbursed lines of
credit available to the Bank's borrowers totaled approximately $9,287, $8,647
and $8,439 at March 31, 1996 and December 31, 1995 and 1994, respectively. In
addition, the Bank had letters of credit outstanding of approximately $287 at
March 31, 1996 and $307 at December 31, 1995 and 1994. Since many

F-41
<PAGE> 130

of the loan commitments may expire without being drawn upon, the total
commitment amount does not necessarily represent future cash requirements. The
Bank evaluates each customer's creditworthiness on a case-by-case basis. The
amount of collateral obtained, if deemed necessary by the Bank upon extension of
credit, is based on management's credit evaluation of the counter-party.
Collateral held primarily includes real estate properties. The credit risk
involved in issuing letters of credit is essentially the same as that involved
in extending loan commitments to customers, which could represent the
contractual amount of these financial instruments.

In the ordinary course of business, the Bank extends loans to directors and
officers. At March 31, 1996 and December 31, 1995 and 1994, such loans amounted
to approximately $20.

4. ALLOWANCE FOR POSSIBLE LOSSES ON LOANS:

Changes in the allowance for possible losses on loans are shown below:

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
---------------- --------------------------
1996 1995 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Balance, beginning of period............ $2,022 $2,326 $2,326 $3,007 $3,997
Provision charged to expense............ 125 93 250 500 326
Charge-offs and other, net.............. (93) (2) (87) (1,172) (1,087)
Transfers from (to) real estate owned... 39 (126) (467) (197) (229)
Transfer from assets held under
operating lease....................... -- -- -- 188 --
------ ------ ------ ------ ------
Balance, end of period.................. $2,093 $2,291 $2,022 $2,326 $3,007
====== ====== ====== ====== ======
</TABLE>

Nonaccrual loans amounted to approximately $223, $90 and $888 at March 31,
1996 and December 31, 1995 and 1994, respectively. Accrued interest that would
have been recorded under the original terms for such loans amounted to
approximately $9, $5 and $75 through March 31, 1996 and December 31, 1995 and
1994, respectively.

5. LOAN SERVICING:

Mortgage loans serviced for others are not included in the accompanying
consolidated statement of financial condition. The unpaid principal balances of
these loans at December 31 are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, --------------------
1996 1995 1994
--------- -------- --------
<S> <C> <C> <C>
Mortgage loan portfolios serviced for:
FHLMC........................................... $ 60,422 $ 63,539 $ 75,097
FNMA............................................ 142,434 146,914 157,757
Financial institutions.......................... 10,417 9,131 12,883
--------- -------- --------
Total mortgage loan portfolio serviced for
others..................................... $213,273 $219,584 $245,737
========= ======== ========
</TABLE>

Custodial cash balances maintained in connection with the foregoing loan
servicing were approximately $4,207, $4,776 and $4,031 at March 31, 1996 and
December 31, 1995 and 1994, respectively, and are maintained in deposit
accounts. All mortgage loans serviced for others are without recourse to the
Bank.

F-42
<PAGE> 131

6. ACCRUED INTEREST RECEIVABLE:

Accrued interest receivable is summarized as follows and is reflected net
of an allowance for uncollectible interest:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ----------------
1996 1995 1994
--------- ------ ------
<S> <C> <C> <C>
Investment securities................................. $ 308 $ 445 $ 424
Mortgage-backed securities............................ 205 325 332
Loans receivable...................................... 2,288 2,477 1,869
--------- ------ ------
Total accrued interest receivable................... $ 2,801 $3,247 $2,625
========= ====== ======
</TABLE>

7. BANK PREMISES AND EQUIPMENT:

Bank premises and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ----------------
1996 1995 1994
--------- ------ ------
<S> <C> <C> <C>
Land.................................................. $ 699 $ 699 $ 699
Buildings and improvements............................ 1,748 1,748 1,748
Leasehold improvements................................ 519 519 395
Furniture, fixtures and equipment..................... 2,188 2,171 2,079
--------- ------ ------
5,154 5,137 4,921
--------- ------ ------
Less accumulated depreciation and amortization........ (3,146) (3,079) (2,819)
--------- ------ ------
Total bank premises and equipment..................... $ 2,008 $2,058 $2,102
========= ====== ======
</TABLE>

Depreciation and amortization expense was $67, $75, $269, $297 and $292 in
the three months ended March 31, 1996 and 1995 and the years ended December 31,
1995, 1994 and 1993, respectively.

The Bank leases corporate and branch offices under various operating lease
agreements. The office leases contain various renewal option periods extending
through July 2019. In addition, the Bank has one land lease which expires in
2073. The following is a summary of future minimum lease payments under these
operating leases:

For the Year Ending December 31,

<TABLE>
<S> <C>
1996.................................................................. $ 238
1997.................................................................. 198
1998.................................................................. 198
1999.................................................................. 122
2000.................................................................. 16
Thereafter............................................................ 421
------
Total minimum lease payments........................................ $1,193
======
</TABLE>

Rental expense under operating leases was $67, $71, $267, $374 and $461 in
the three months ended March 31, 1996 and 1995 and years ended December 31,
1995, 1994 and 1993, respectively.

F-43
<PAGE> 132

8. REAL ESTATE OWNED:

Real estate owned consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, -----------------
1996 1995 1994
--------- ------ ------
<S> <C> <C> <C>
Real estate acquired through foreclosure................ $ 959 $1,025 $2,688
Less allowance for estimated losses................... (239) (289) (125)
--------- ------ ------
Total real estate owned....................... $ 720 $ 736 $2,563
======= ====== ======
</TABLE>

Changes in the allowance for estimated losses are shown below:

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
------------- ----------------------
1996 1995 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Balance, beginning of period.......................... $289 $125 $125 $ 72 $ 22
Provision charged to expense........................ -- -- -- -- 518
Charge-offs and other, net.......................... (11) -- (303) (144) (480)
Transfers from (to) allowance for losses on loans... (39) 126 467 197 230
Transfers to allowance for loss on assets held under
operating leases................................. -- -- -- -- (218)
---- ---- ---- ---- ----
Balance, end of period...................... $239 $251 $289 $125 $ 72
==== ==== ==== ==== ====
</TABLE>

9. ASSETS HELD UNDER OPERATING LEASES:

During 1994 and January 1995, the Bank leased two hotels in New Jersey to
Motel 6 Operating L.P. (lessee) which commenced in January 1992. Terms of the
transaction required annual rentals of $725 paid in advance each year over a
lease term of five years. The lease agreements provided for a purchase option by
the lessee initially at $7,100 after January 1994, and ratably increasing to
$7,250 at the end of the lease term. In addition, the Bank had a put option,
whereby the Bank could unconditionally require the lessee to purchase the hotels
after January 1994 for $5,900. Based upon the terms of this transaction, the
Bank classified the carrying values of the hotels ($6,700 at December 31, 1994)
as assets held under operating leases in the accompanying consolidated statement
of financial condition. The Bank and the lessee negotiated a sale of these two
hotels at a price of $6,950 which closed on January 31, 1995.

In December of 1992, the Bank executed a contract to lease a restaurant in
New Jersey adjacent to the properties leased by the Motel 6 Operating L.P. to a
separate lessee. Under the terms of this lease, the lessee was obligated to
purchase the property for $950 within 60 days after the closing on the sale of
the Motel 6 property. The carrying value of the property ($925 at December 31,
1994) was classified as an asset held under operating lease in the accompanying
consolidated statement of financial condition. The sale of this property closed
in May 1995.

F-44
<PAGE> 133

10. SAVINGS DEPOSITS:

The nominal rates at which the Bank paid interest on savings deposits are
as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ---------------------
1996 1995 1994
--------- -------- --------
<S> <C> <C> <C>
Certificate accounts:
2.72% -- 4.00%................................... $ 160 $ 162 $ 9,371
4.00% -- 5.00%................................... 33,816 14,436 65,539
5.00% -- 6.00%................................... 172,550 183,438 110,992
6.00% -- 7.00%................................... 40,322 44,442 36,928
7.00% -- 8.00%................................... 45,459 45,281 715
8.00% -- 9.00%................................... 210 206 387
9.00% -- 10.00%.................................. 1,988 2,103 2,412
Greater than 10.00%.............................. -- -- 39
--------- -------- --------
Total certificate accounts.................... 294,505 290,068 226,383
--------- -------- --------
NOW accounts (1.13%, 1.16% and 1.13% in 1996, 1995
and 1994, respectively).......................... 22,597 22,127 21,037
Money market demand deposits (2.69%, 2.67% and
2.77% in 1996, 1995 and 1994, respectively)...... 14,023 14,779 21,034
Passbook accounts (2.64% in 1996 and 3.05% in 1995
and 1994)........................................ 33,582 35,824 48,900
--------- -------- --------
Total savings deposits........................ $ 364,707 $362,798 $317,354
======== ======== ========
</TABLE>

At March 31, 1996 and December 31, 1995, the scheduled maturity amounts of
the certificate accounts are as follows:

<TABLE>
<CAPTION>
MARCH 31, 1996 DECEMBER 31, 1995
--------------------- ---------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
NOMINAL NOMINAL
MATURES WITHIN BALANCE RATE BALANCE RATE
- ------------------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
1 Year........................ $248,212 5.752% $189,297 5.578%
1 to 2 years.................. 37,344 6.127 89,350 6.606
2 to 3 years.................. 1,719 5.582 4,614 5.914
3 to 4 years.................. 3,984 7.384 4,129 7.225
4 to 5 years.................. 2,326 5.835 1,772 5.983
Thereafter.................... 920 6.219 906 6.207
-------- --------
Total maturities.... $294,505 $290,068
======== ========
</TABLE>

F-45
<PAGE> 134

11. FEDERAL HOME LOAN BANK ADVANCES:

Federal Home Loan Bank (FHLB) advances at March 31, 1996 and December 31,
1995 and 1994, are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------
MARCH 31, 1996 1995 1994
---------------- ----------------- ----------------
MATURITY RATE AMOUNT RATE AMOUNT RATE AMOUNT
- ------------------------------ ---- ------- ---- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C>
January 1996.................. $ -- 5.98% $ 24,000 $ --
March 1996.................... -- 5.70 21,400 5.74% 5,000
April 1996.................... 5.33% 37,200 5.67 15,000 5.74 15,000
May 1996...................... -- 5.81 10,000 --
June 1996..................... 5.10 15,100 5.68 15,100 5.99 15,100
July 1997..................... -- 5.90 20,000 --
August 1999................... -- -- 5.99 10,000
November 1999................. -- -- 5.99 20,000
------- -------- -------
Total.................... $52,300 $105,500 $65,100
======= ======== =======
</TABLE>

Interest rates on advances outstanding at December 31, 1995 that mature in
January and March 1996 are fixed rates until maturity. The remaining advances
adjust every one or three months based on LIBOR.

Pursuant to collateral agreements with the FHLB, advances are secured by
all stock in the FHLB and qualifying first mortgage loans. In addition, at March
31, 1996 and December 31, 1995, the Bank has pledged approximately $12,717 and
$28,037 of mortgage-backed securities and $14,034 and $25,128 of REMICS,
respectively. Excess collateral pledged may be used to collateralize additional
advances.

12. ACCRUED INTEREST PAYABLE:

Accrued interest payable is summarized as follows:

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
--------- --------------
1996 1995 1994
--------- ---- -----
<S> <C> <C> <C>
Savings deposits.......................................... $ 252 $185 $ 119
FHLB advances............................................. 140 424 481
Interest rate swaps....................................... -- (64) (122)
Other borrowings.......................................... 241 39 8
Escrow.................................................... 2 1 1
--------- ---- -----
Total accrued interest payable.................. $ 635 $585 $ 487
======= ==== =====
</TABLE>

13. OTHER BORROWINGS:

Other borrowings at March 31, 1996 and December 31, 1995 and 1994 represent
mortgage-backed or REMIC securities sold under reverse-repurchase agreements.
The underlying securities at March 31, 1996 and December 31, 1995 had a carrying
value of $14,901 and $15,478, respectively, and were delivered to the

F-46
<PAGE> 135

broker-dealer who arranged the transaction. Information concerning securities
sold under reverse-repurchase agreements during 1996, 1995, 1994 and 1993 is
summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, -----------------------------
1996 1995 1994 1993
--------- ------- ------- -------
<S> <C> <C> <C> <C>
Average balance during the period.......... $14,112 $25,701 $ 5,825 $ 276
Average interest rate during the period.... 5.729% 6.034% 5.072% 3.581%
Maximum month-end balance during the
period................................... $14,177 $35,815 $19,001 --
</TABLE>

14. FEDERAL INCOME TAXES:

The components of the federal income tax (benefit) provision are as
follows:

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
------------ ---------------------
1996 1995 1995 1994 1993
---- ---- ---- ----- ----
<S> <C> <C> <C> <C> <C>
Current........................................ $491 $258 $ 5 $(294) $ 18
Deferred....................................... -- -- 979 (497) 270
---- ---- ---- ----- ----
Total federal income tax (benefit)
provision............................... $491 $258 $984 $(791) $288
==== ==== ==== ===== ====
</TABLE>

A reconciliation of the statutory federal income tax rate to the Bank's
effective tax rate is as follows:

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
-------------- -----------------------
1996 1995 1995 1994 1993
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Federal income tax rate....................... 34.0% 34.0% 34.0% 34.0% 34.0%
Conversion of and/or increase in utilization
of capital loss carryforwards............... -- -- -- (35.0) (20.6)
Bad debt deduction............................ -- (10.6) (13.0) (6.5) (4.2)
Loss carryback to years having higher
effective tax rates......................... -- -- -- (6.4) --
Adjustment to previous liabilities............ -- -- -- (13.3) --
Tax-exempt interest and other................. (.7) (.8) (1.3) (.7) (.5)
----- ----- ----- ----- -----
Effective tax rate.................. 33.3% 22.6% 19.7% (27.9)% 8.7%
===== ===== ===== ===== =====
</TABLE>

The Bank qualifies under provisions of the Internal Revenue Code which
permit deductions for bad debts based on a percentage of taxable income before
such deductions (8% in 1995 and 1994) or based on specified experience formulas.
Retained earnings at March 31, 1996 and December 31, 1995 include approximately
$8,636 of accumulated bad debt deductions for which no federal income taxes have
been provided. If these earnings are subsequently used by the Bank for any
purpose other than to absorb loan losses, including distributions in
liquidation, a tax liability will be imposed on the Bank at the then prevailing
federal income tax rate. Legislation has been introduced that would provide for
a forgiveness of the tax on pre-1988 loan loss reserves. All of the Bank's tax
loan loss reserves at December 31, 1995 were pre-1988 loan loss reserves. If
this legislation is enacted into law, the Bank would no longer be allowed to use
the reserve method for tax loan loss provisions, but would be required to change
to the charge-off method for tax purposes. No certainty exists that the pending
legislation will be enacted into law.

During 1994, the Bank's 1990 federal income tax return was examined. As a
result of this exam, approximately $4,000 of capital loss carryforwards were
converted to ordinary losses which were carried back

F-47
<PAGE> 136

to recover taxes paid in previous years. Accordingly, an established valuation
allowance of approximately $991 for capital loss carryforwards that were not
previously anticipated to be realized was eliminated in 1994.

At March 31, 1996 and December 31, 1995 and 1994, the components of the net
deferred tax asset were as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ----------------
1996 1995 1994
--------- ------ ------
<S> <C> <C> <C>
Deferred tax assets arising from:
Loan loss reserve................................... $ 947 $ 947 $ 986
Real estate owned tax basis greater than book....... -- -- 730
Losses on sales of investment securities.............. 24 24 380
Deferred swap gains and other income.................. 176 176 126
Unrealized losses on available for sale securities.... -- -- 324
Capital loss carryforwards net of valuation
allowance........................................... -- -- 24
Other expenses accrued for book not for tax........... 470 470 449
--------- ------ ------
Total deferred tax assets................... 1,617 1,617 3,019
--------- ------ ------
Deferred tax liabilities arising from:
Deferred loan fees and costs........................ 879 879 929
Unrealized gains on available for sale securities... 6 85 --
Deferred tax income from REO properties............. -- -- 14
Other............................................... 47 47 82
--------- ------ ------
Total deferred tax liabilities.............. 932 1,011 1,025
--------- ------ ------
Net deferred tax asset...................... $ 685 $ 606 $1,994
========= ====== ======
</TABLE>

15. FAIR VALUES OF FINANCIAL INSTRUMENTS:

The following methods and assumptions were used by the Bank in estimating
its fair value disclosures for financial instruments:

A. CASH AND CASH EQUIVALENTS: The carrying amounts reported in the
consolidated statement of financial condition for cash and short-term
investments approximate those assets' fair values.

B. INVESTMENT SECURITIES: Fair values for investment securities are based
upon quoted market prices, where available. If quoted market prices are
not available, fair values are based upon quoted market prices of
comparable instruments.

C. LOANS RECEIVABLE: For variable-rate loans that reprice frequently and
with no significant change in credit risk, fair values are based on
carrying values. The fair values for certain mortgage loans (e.g.,
one-to-four family residential) are based upon quoted market prices of
similar loans sold in conjunction with securitization transactions,
adjusted for differences in loan characteristics. The fair values for
other loans are estimated using discounted cash flow analyses, using
interest rates currently being offered for loans with similar terms to
borrowers of similar credit quality.

D. DEPOSIT LIABILITIES: The fair values disclosed for demand deposits
(e.g., interest and non-interest-bearing checking, passbook savings, and
money market accounts) are, by definition, equal to the amount payable
on demand at the reporting date (i.e., their carrying amounts). Fair
values for fixed rate certificates of deposit are estimated using a
discounted cash flow calculation that applies interest

F-48
<PAGE> 137

rates currently being offered on certificates to a schedule of
aggregated expected monthly maturities on time deposits.

E. OTHER BORROWINGS: Fair values for the Bank's borrowings are estimated
using discounted cash flow analysis using interest rates currently
offered for similar instruments.

F. OFF-BALANCE-SHEET INSTRUMENTS: Carrying values for the Bank's interest
rate swaps represent the net accrued interest receivable or payable
arising from these financial instruments. Fair values are based upon
quoted market prices. The carrying amounts of the Bank's loan
commitments and standby letters of credit are reasonable estimates of
the fair values of these financial instruments. Carrying amounts, which
are based upon the fees currently charged to enter into similar
agreements, taking into account the remaining terms of the agreements
and the counter-parties' credit standing, are immaterial.

The estimated fair values of the Bank's financial instruments are as
follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------
MARCH 31,
1996 1995 1994
-------------------- -------------------- --------------------
CARRYING FAIR CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE AMOUNT VALUE
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL ASSETS:
Cash and cash equivalents... $ 2,772 $ 2,772 $ 4,825 $ 4,825 $ 2,235 $ 2,235
Investment securities....... 111,827 110,805 145,286 144,422 137,411 131,208
Loans, net.................. 346,641 350,051 362,189 365,731 265,284 258,227
FINANCIAL LIABILITIES:
Deposits.................... 364,707 365,355 362,798 364,524 317,354 315,797
FHLB advances............... 52,300 52,288 105,500 105,491 65,100 65,026
Other borrowings............ 13,740 13,742 14,435 14,435 9,729 9,729
OFF-BALANCE-SHEET
INSTRUMENTS --
ASSETS...................... -- -- 64 68 123 141
</TABLE>

16. EMPLOYEE BENEFITS:

The Bank has a Salary Deferral Plan (the Plan) which covers all full-time
employees of the Bank. The Bank may, at its discretion, determine the annual
contribution which, in addition to employee deferrals, cannot exceed the lesser
of $30 per employee or 25% of the annual compensation paid to each individual
employee. The Bank's contributions to the Plan were $179, $178 and $150 for
1995, 1994 and 1993, respectively.

The Bank also provides certain health care benefits for all eligible
employees and retirees. Prior to 1995, the cost of these benefits was recognized
as expense as incurred. These costs in 1994 and 1993 and for retirees
approximated $21 and $20, respectively.

Effective January 1, 1995, the Bank adopted SFAS No. 106, Employers
Accounting for Postretirement Benefits Other Than Pensions, which requires the
accrual of the expected costs of providing postretirement benefits during the
period of the covered employee's service. The transition obligation of $857 is
being amortized to expense over 20 years. The net postretirement benefit expense
was $30 and $127 in 1996 and 1995, respectively. At March 31, 1996 and December
31, 1995, the recorded liability for postretirement benefits was $133 and $103,
respectively.

F-49
<PAGE> 138

17. CONTINGENCIES:

The Bank is a party to various legal actions and complaints arising in the
ordinary course of business. It is the opinion of management that such matters
will not materially affect the Bank's financial condition or its results of
operations.

During 1995, the stockholders of FFG entered into a debt agreement with a
third-party financial institution which requires the Bank to maintain certain
financial ratios and operate under certain limitations. Noncompliance with these
ratios would be an event of default for the shareholders of FFG. At March 31,
1996 and December 31, 1995, the ratios and limitations were satisfactorily met.

In September 1995, Congress began consideration of a recapitalization plan
for SAIF. Congress' plan, as proposed, provides for a special assessment of
0.85% to 0.90% of deposits to be imposed on all SAIF-insured institutions to
enable the SAIF to achieve its required reserve level. Such assessment would be
recorded as a charge to expense. Future deposit insurance premiums are expected
to decrease to 0.04% from the 0.23% of deposits currently paid by the Bank.

18. REGULATORY CAPITAL REQUIREMENTS:

Under the provisions of Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, minimum federal regulatory capital requirements for
savings and loan associations, which became effective December 7, 1989, require:
i) tangible capital at least equal to 1.5% of adjusted total assets, ii) core
capital at least equal to 3.0% of adjusted total assets, and iii) total capital
equal to 8.0% of risk-weighted assets. At March 31, 1996 and December 31, 1995
and 1994, the Bank had the following capital ratios:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ------------
1996 1995 1994
--------- ---- ----
<S> <C> <C> <C>
Tangible capital to adjusted total assets................. 7.3% 6.4% 7.1%
Core capital to adjusted total assets..................... 7.3 6.4 7.1
Risk-based capital to risk-weighted assets................ 12.5 11.6 12.1
</TABLE>

19. PENDING SALE (UNAUDITED):

On March 27, 1996, FFG entered into a Stock Purchase Agreement with
BancFirst Ohio Corp. (BancFirst), whereby BancFirst will acquire all of the
outstanding capital stock of the Bank for approximately $44,775 in cash, subject
to adjustment. The acquisition has been approved by the shareholders of FFG, but
is subject to regulatory approval and other conditions.

As a result of this change in control, certain compensation contracts the
Bank has entered into will become payable upon the closing of the acquisition.
These payments, which result in an after tax cost of approximately $1,300, will
be expensed by the Bank upon the receipt of regulatory approvals of the
acquisition transaction. Additionally, the Bank will receive a capital
contribution from FFG equal to the amount of the expense.

F-50
<PAGE> 139

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THIS
COMPANY OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Summary............................... 3
Risk Factors..................................... 12
Use of Proceeds.................................. 15
Capitalization................................... 16
Price Range of the Company's Common Stock and
Dividends...................................... 17
Pending Acquisition.............................. 18
Selected Consolidated Financial Data of the
Company........................................ 21
Management's Discussion and Analysis of Financial
Condition and Results of Operations of the
Company........................................ 22
Business of the Company.......................... 36
Selected Consolidated Financial Data of County... 44
Management's Discussion and Analysis of Financial
Condition and Results of Operations of the
County......................................... 45
Business of County............................... 60
Supervision and Regulation....................... 67
Management of the Company........................ 74
Certain Relationships and Related Transactions... 75
Security Ownership of Certain Beneficial Owners
and Management................................. 76
Description of the Company's Capital Stock....... 76
Underwriting..................................... 78
Legal Matters.................................... 79
Experts.......................................... 79
Available Information............................ 79
Incorporation of Certain Documents by
Reference...................................... 80
BancFirst Ohio Corp. Unaudited Pro Forma
Consolidated Financial Statements.............. 81
Index to Consolidated Financial
Statements -- BancFirst Ohio Corp. ............ F-1
Index to Consolidated Financial
Statements -- County Savings Bank.............. F-27
</TABLE>

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

1,000,000 SHARES

LOGO

COMMON STOCK
------------------------
PROSPECTUS
------------------------
MCDONALD & COMPANY
SECURITIES, INC.
AUGUST 9, 1996
- ------------------------------------------------------------
- ------------------------------------------------------------