First Place Financial 10-K 2001 FY Annual report

Exhibit 13
Annual Report to Security Holders

Exhibit 13 was sent under separate cover
or is enclosed herein.

SELECTEDFINANCIALANDOTHER DATA
	At June 30,
		2001		2000		1999		1998		1997
	(Dollarsinthousands)
Selected FinancialConditionData:
Totalassets	$	1,591,251	$	1,051,577	$	747,332	$	609,398	$	548,870
Loans receivable, net		996,586		705,066		453,791		353,012		285,212
Loans availableforsale		14,259		13,071		945
Allowancefor loanlosses		9,757		6,150		3,623		3,027		1,723
Nonperforming assets		15,384		7,416		1,782		2,143		2,480
Securities available for sale		435,348		261,051		249,159		211,185		202,677
Securities held to maturity								28,295		44,875
Deposits		1,018,829		586,748		429,225		435,462		412,934
Federal Home Loan Bank advances		263,528		227,762		94,811		44,820		58,398
Repurchaseagreements		91,064		75,000		54,430		60,430		16,000
Total shareholders’ equity		194,036		147,975		158,054		59,357		53,747
	For theYears Ended June 30,
		2001		2000		1999		1998		1997
				(Dollars in thousands)
Summary of Earnings:
Totalinterest income	$	98,018	$	58,506	$	48,126	$	42,482	$	38,413
Totalinterest expense	59,463		32,657		25,682		25,512		22,929
Net interest income		38,555		25,849		22,444		16,970		15,484
Provision for loan losses	3,125		2,294		1,062		1,779		590
Net interest income after provision for
loan losses		35,430		23,555		21,382		15,191		14,894
Total noninterest income (1)		3,020		2,447		1,981		1,751		444
Total noninterestexpense (2) (3)(4)	30,224		15,890		20,692		10,372		11,898
Income before income tax		8,226		10,112		2,671		6,570		3,440
Provision for income tax	1,912		3,298		616		2,498		1,216
Net income	$	6,314	$	6,814	$	2,055	$	4,072	$	2,224

(1)	For the yearended June 30, 2001, noninterest income included $4.8 million in restructuring losses associated with the merger with FFY.
(2)	For the year ended June 30, 2001, noninterestexpense included merger and restructuring charges of $3.9 million for themerger with FFY.
(3)	For the year ended June 30, 1999, noninterest expenseincluded$8.0 million as aresult of the contribution to the Foundation.
(4)	For the year endedJune 30, 1997, noninterest expense included a one-time charge of $2.5 million to recapitalize the Savings Association Insurance Fund (SAIF).

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	For the Years Ended June30,
SelectedFinancial Ratios andOtherData:	2001			2000			1999			1998		1997
Performance Ratios(1):
Return on average assets		0.47	%		0.83	%		0.30	%	0.70	%	0.42	%
Returnonaverage equity		3.70			4.80			1.86		7.00		4.39
Interest rate spread(2)		2.59			2.39			2.67		2.55		2.52
Net interest margin(3)		3.19			3.25			3.42		3.00		2.97
Noninterest expenseto average assets		2.26			1.94			3.03		1.77		2.23
Efficiency ratio(4)		67.68			56.03			84.55		55.40		74.70
Net interest income to operating expenses		133.39			162.67			108.47		163.60		130.13
Average interest-earning assets to average
interest-bearing liabilities		112.36			121.29			119.07		110.46		109.90
Dividend payout		64.81			44.00		N/A			N/A		N/A
Capital Ratios:
Equity to total assets at end of period		12.19			14.07			21.15		9.74		9.79
Average equityto averageassets		12.79			17.34			16.21		9.94		9.51
Tangible capital(5)		7.94			8.75			14.08		9.52		9.80
Corecapital(5)		7.94			8.75			14.08		9.52		9.80
Total risk-based capital(5)		13.05			15.27			30.12		21.84		23.85
Asset Quality Ratios:
Nonperforming assets as a percent of total assets(6)		0.97			0.71			0.24		0.35		0.45
Allowancefor loanlosses as a percent of loans (7)		0.97			0.86			0.79		0.85		0.60
Allowance for loan losses asa percentof
nonperforming loans(6)		67.60			93.67			230.23		141.25		69.48
PerShareData:
Netincome (loss)(8)	$	.54		$	.75		$	(.02	)	N/A		N/A
Net income (loss), fully diluted(8)		.54			.75			(.02	)	N/A		N/A
Dividends declared		.35			.33			.08		N/A		N/A
Tangible book value per share at year end		11.39			13.84			14.06		N/A		N/A

(1)	For the year ended June 30, 2001, the ratios include $4.8 million in restructuring losses and $3.9 million in merger and restructuring charges associated with the merger with FFY. The performance ratios include the $8.0 million contribution to the Foundation in the year ended June 30, 1999, and the $2.5 million charge to recapitalize SAIF in the year ended June 30, 1997.
(2)	The net interest rate spread represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities.
(3)	The net interest margin represents net interest income as a percent of average interest-earning assets.
(4)	The efficiency ratio represents the ratio of noninterest expense less amortization of goodwill divided by the sum of net interest income and noninterest income excluding gain (loss) on sale of securities.
(5)	Regulatory capital ratios of First Place Bank.
(6)	Nonperforming assets consist of nonperforming loans, repossessed autos and other real estate owned.
(7)	Loans represent loans receivable, net, excluding the allowance for loan losses.
(8)	Net loss for 1999 represents earnings since conversion.

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

General

First Place was formed as a result of the conversion of First Federal Savings and Loan Association of Warren from a federally-chartered mutual savings and loan association to a federally-chartered stock savings and loan association in December of 1998.

On May 12, 2000, First Place acquired The Ravenna Savings Bank (Ravenna) in a tax-free exchange accounted for as a purchase. First Place issued treasury stock valued at $23.9 million on the date the transaction was consummated to acquire all of the outstanding shares of Ravenna. At the date of acquisition, Ravenna was merged into First Place.

On December 22, 2000, the Company completed the merger of equals transaction with FFY Financial Corp. (FFY) which was announced on May 24, 2000. FFY was merged with and into the Company, and FFY's thrift subsidiary, FFY Bank, was merged with and into First Federal Savings and Loan Association of Warren. In addition, FFY Holdings, Inc., a subsidiary of FFY, became a subsidiary of the Company.

The Company issued 6,887,022 shares of common stock valued at approximately $68.3 million. FFY was a holding company engaged in the financial services business through its wholly owned subsidiaries, FFY Bank, a federally-chartered savings bank, and FFY Holdings, Inc. FFY Bank operated 11 full service banking facilities and 2 loan production offices in Mahoning and Trumbull Counties, Ohio. The transaction was recorded as a purchase and, accordingly, the operating results of FFY have been included in the Company's consolidated financial statements since the date of acquisition.

As a part of the merger transaction, the Company changed the name of its thrift subsidiary, First Federal Savings and Loan Association of Warren, to First Place Bank.

First Place Bank is a community-oriented financial institution engaged primarily in gathering deposits to originate one-to-four family residential mortgage loans, consumer loans and commercial loans. The Bank currently operates 24 full service offices in three counties and 7 loan production offices located throughout Ohio. Management's discussion should be read in conjunction with the consolidated financial statements and footnotes.

Forward Looking Statements

When used in this Annual Report, the words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rate changes in the relationship between short- and long-term interest rates, demand for loans in the Company's market area and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Financial Condition at June 30, 2001 and 2000

General.Assets at June 30, 2001 totaled $1.6 billion compared to $1.1 billion at June 30, 2000. This increase was due to the merger with FFY. At the time of merger, assets acquired totaled $681.8 million and liabilities assumed totaled $614.1 million. The increase in assets due to the merger was offset by a restructuring of the Company's

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balance sheet which lowered its interest rate risk profile and provided additional liquidity. The Company securitized $192.0 million in primarily fixed rate one-to-four family mortgage loans and sold $149.4 million of the securities created.

Total liabilities at June 30, 2001 were $1.4 billion compared to $903.6 million at June 30, 2000. The increase in liabilities was also primarily attributable to liabilities acquired in the merger with FFY offset by the repayment of borrowings. The following discussion provides greater detail regarding significant changes to the balance sheet.

Fed Funds Sold. Fed funds sold increased $5.3 million, or 32.7%, during fiscal year 2001 and totaled $21.5 million at June 30, 2001. The increase was primarily due to the investment of proceeds from sales of securities and mortgage loans.

Securities. Securities available for sale increased $174.2 million, or 66.7%, from $261.1 million at June 30, 2000, to $435.3 million at June 30, 2001. The increase was primarily the result of $156.3 million in securities acquired in the merger with FFY.

Loans. Net loans receivable increased from $705.1 million at June 30, 2000 to $996.6 million at June 30, 2001. The increase was primarily due to the acquisition of $492.5 million in loans in the merger with FFY offset by the loan securitization transaction.

The Bank's secondary market mortgage lending operation originates and sells qualifying loans to the Federal National Mortgage Association (Fannie Mae). During fiscal year 2001, the Bank sold and/or securitized 3,453 loans with an aggregate principal balance of $261.2 million. Mortgage banking will be an integral part of the Bank's operating strategy going forward and, as such, the Bank will continue to sell all fixed rate mortgage production that is eligible. In order to maintain and grow internal assets, the Bank will continue to pursue opportunities to portfolio adjustable rate mortgages that it can originate.

Deposits. Total deposits were $1.0 billion at June 30, 2001, an increase of $432.1 million, or 73.6%, compared to $586.7 million at June 30, 2000. The increase was attributable to $432.3 million in deposits acquired in the merger with FFY.

Repurchase Agreements.Repurchase agreements totaled $91.1 million at June 30, 2001 compared to $75.0 million at June 30, 2000. The increase of $16.1 million was due to $58.9 million in repurchase agreements acquired in the merger with FFY offset by $42.8 million in maturities and repayments.

Federal Home Loan Bank Advances. Federal Home Loan Bank advances increased $35.7 million to $263.5 million at June 30, 2001 compared to $227.8 million at June 30, 2000. The increase was due to $115.9 million in advances acquired in the merger with FFY offset by the repayment of advances with proceeds from loan and securities sales.

Shareholders' Equity. Total shareholders' equity increased to $194.0 million at June 30, 2001 compared to $148.0 million at June 30, 2000. The $46.0 million increase was primarily due to the merger with FFY which added $68.3 million in shareholders' equity partially offset by the repurchase of 2,559,733 shares, or $29.6 million, of the Company's common stock. The remainder was due to increases in the other components of shareholders' equity.

Comparison of Results of Operations for Years Ended June 30, 2001 and 2000

General. The Company recorded net income for the year ended June 30, 2001 of $6.3 million, a decrease of $500 thousand, from net income of $6.8 million for the year ended June 30, 2000. Diluted earnings per share for the year ended June 30, 2001 were $0.54 compared to $0.75 for the year ended June 30, 2000. Excluding $8.7 million in merger and restructuring charges incurred for the merger with FFY, net income would have been $12.0 million, or $1.02 per diluted share. Of the $8.7 million in merger and restructuring charges, $4.8 million in expense was related to the restructuring of the balance sheet following the merger with FFY. This included the losses incurred in the loan securitization and the loss on sales of mortgage-backed securities. The remaining $3.9 million in expense was related to various noninterest expense items more fully discussed below.

With the completion of the systems conversion in April of 2001, the Company expects to realize certain cost savings from the merger with FFY. For the last six months of fiscal year 2001, expense savings related to the termination of the FFY ESOP were realized, totaling approximately $300 thousand. The Company expects additional cost savings going forward to include approximately $200 thousand in lower franchise tax, advertising savings of approximately

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$125 thousand, legal fees savings of approximately $120 thousand and miscellaneous expense savings of $150 thousand. The Company also plans on renting space in its Boardman office which should add additional revenues of approximately $150 thousand beginning in January of 2002.

Other developments during the year included the addition of $130.0 million notional value in interest rate swaps. The addition of the interest rate swaps to hedge variable rate advances from the Federal Home Loan Bank (swap variable rate payments for fixed rate payments) and the loan securitization allowed the Company to greatly reduce its interest rate risk profile. The Company also adopted SFAS No. 142, "Goodwill and Other Intangible Assets", on July 1, 2001. The adoption of SFAS 142 will result in the reduction of goodwill amortization expense totaling approximately $470 thousand per year.

Net Interest Income. Net interest income was $38.6 million for the year ended June 30, 2001 compared to $25.8 million for the year ended June 30, 2000. The 49.6% increase in net interest income was mainly due to an increase in the overall size of the balance sheet due to the merger, offset by a slight decrease in net interest margin for the year. The acquisition of Ravenna served to compress the net interest margin of the Company during the first half of fiscal year 2001. The merger with FFY, along with the steepening of the yield curve, enabled the Company to greatly improve its net interest margin during the last six months of fiscal year 2001. On a comparable quarter basis, the net interest margin for the fourth quarter of 2001 was 3.50% compared to 2.81% in the fourth quarter of 2000.

Total interest income increased $39.5 million, to $98.0 million for the year ended June 30, 2001 compared to $58.5 million for the year ended June 30, 2000. This increase was due to an increase in average interest-earning assets of $462.6 million primarily due to the merger with FFY and an increase of 55 basis points on the yield for interest-earning assets. The increase in yield stems from the better earning asset mix that resulted from the merger with FFY.

Total interest expense increased $26.8 million, to $59.5 million for the year ended June 30, 2001. Total interest expense for the year ended June 30, 2000 was $32.7 million. The increase in interest expense was due to an increase in average interest-bearing liabilities of $464.2 million primarily from the merger and an increase of 35 basis points in the cost of interest-bearing liabilities.

Provision for Loan Losses.The provision for loan losses totaled $3.1 million for the year ended June 30, 2001 compared to $2.3 million for the year ended June 30, 2000. The increase reflects additional reserves to cover an increased level of nonperforming loans and charge-offs associated with the Company's acquisition of Ravenna. Net charge-offs for fiscal 2001 totaled $3.6 million compared to $589 thousand in fiscal year 2000. At June 30, 2001, the allowance for loan losses as a percent of loans increased to 0.97% from 0.86% at June 30, 2000. The allowance for loan losses as a percent of nonperforming loans, however, fell to 67.6% at June 30, 2001 compared to 93.7% at June 30, 2000. Management believes that, based on its analysis of individual problem loans and the collateral supporting these loans, the allowance for loan losses is adequate at June 30, 2001.

Noninterest Income.Noninterest income increased from $2.4 million at June 30, 2000, to $3.0 million at June 30, 2001. The increase was due to increases in service charge income and other fee income associated with the mergers of FFY and Ravenna. Service charge income increased $2.0 million to $3.6 million for the year ended June 30, 2001. This increase is primarily due to the addition of thirteen additional retail branches from the mergers of FFY and Ravenna. The increase in income was partially offset by a decline in gains on the sale of loans and securities due to the restructurings that took place.

The Company reported a net loss on sales of securities for fiscal year 2001 of $1.1 million compared to a gain on sale of $25 thousand for fiscal year 2000. This loss reflects the sale of longer term fixed rate securities with low coupons as part of the balance sheet restructuring in December 2000. The net effect of these sales was to reduce the Company's interest rate risk and provide liquidity.

Losses on loan sales for the year ended June 30, 2001 totaled $431 thousand compared to gains of $332 thousand for the year ended June 30, 2000. This loss was attributable to the loan securitization that took place in December of 2000. In the third and fourth quarters of fiscal year 2001, the Company reported gains on sale of loans of $608 thousand and $926 thousand respectively. During the fourth quarter of 2001, the Company opened three new loan production offices in Solon, North Olmsted and Dayton. The Company expects these three offices to contribute substantially to future loan production.

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Noninterest Expense. Noninterest expense for the year ended June 30, 2001 totaled $30.2 million compared to $15.9 million for the year ended June 30, 2000. This $14.3 million increase is primarily due to the mergers with FFY and Ravenna. Salaries and benefits increased $5.3 million to $13.9 million for the year ended June 30, 2001. This increase reflects the larger retail network and related staff from the mergers.

Occupancy and equipment expense increased $1.5 million to $3.7 million for the year ended June 30, 2001. This increase is due to the addition of the thirteen retail offices from the Ravenna and FFY mergers along with the increased level of depreciation for the assets brought over from the mergers.

Goodwill and intangible amortization expense of $1.3 million was recognized in fiscal year 2001. The amount recognized in the year ended June 30, 2000 was $51 thousand. This increase was due to a full year of amortization of goodwill from the Ravenna merger and the addition of the FFY merger.

Franchise tax for the year ended June 30, 2001 totaled $1.5 million compared to $857 thousand for the year ended June 30, 2000. The increase reflects the increased capital base on which a majority of this tax is calculated.

Merger costs incurred in the year ended June 30, 2001 totaled $3.9 million compared to $689 thousand in the year ended June 30, 2000. Major items included in fiscal year 2001 merger expense were: $1.6 million for employee severance and a voluntary retirement program, $610 thousand for marketing and supplies related to the name change and branding campaign and $890 thousand for systems conversion and fixed asset write-offs.

Other expense for the year ended June 30, 2001 was $5.9 million compared to $3.5 million for the year ended June 30, 2000. Increased levels of expense due to the mergers were realized in all areas of this category including telephone expense, supplies, advertising, legal services, lending expenses and ATM operations.

Income Taxes. Federal income taxes for the year ended June 30, 2001 totaled $1.9 million, a decline of $1.4 million compared to $3.3 million for the year ended June 30, 2000. The decline in federal income taxes resulted from less income before income tax, and historical and low income housing tax credits generated in fiscal year 2001.

Comparison of Results of Operations for Years Ended June 30, 2000 and 1999

General. Net income for the year ended June 30, 2000 was $6.8 million compared to $2.1 million for the year ended June 30, 1999. The increase in net income was due to an increase in net interest income of $3.4 million, an increase in noninterest income of $466 thousand and a decrease in noninterest expense of $4.8 million which was partially offset by an increase in the provision for loan losses of $1.2 million and an increase in the income tax provision of $2.7 million. The increase in net income was significantly impacted by the $8.0 million contribution to fund the Foundation which was charged to earnings during 1999. Excluding this item, net income would have been $7.4 million in 1999. Basic and diluted earnings (loss) per share for 2000 totaled $0.75 and ($0.02) for 1999 (since conversion).

Net Interest Income. Net interest income increased $3.4 million, or 15.2%, and totaled $25.8 million for the year ended June 30, 2000 compared to $22.4 million for the year ended June 30, 1999. The increase in net interest income was mainly due to an increase in average loans outstanding of $128.6 million, or 31.8%. This increase was partially offset by an increase in interest expense, primarily due to the increase in average FHLB advances of $60.1 million, or 85.3%. The net interest margin for the year ended June 30, 2000 was 3.25% compared with 3.42% for the year ended June 30, 1999. Much of the decrease in margin was due to the increase in the cost of funds from 4.65% in 1999 to 4.94% in 2000, primarily due to higher rates on FHLB advances and NOW and money market deposit accounts.

Total interest income increased $10.4 million and totaled $58.5 million for the year ended June 30, 2000 compared to $48.1 million for the year ended June 30, 1999. This 21.6% increase was primarily due to the increase in average loans outstanding discussed above and, to a lesser extent, the $15.0 million increase in average securities as well as an increase in the yields on securities and mortgage backed securities.

Total interest expense increased $7.0 million, or 27.2%. Deposit interest expense increased $1.8 million to $20.7 million for the year ended June 30, 2000. The expense for borrowed funds (FHLB advances and repurchase agreements) increased $5.2 million to $12.0 million. The increase in deposit expense and the cost of borrowed funds is attributed to both an increase in the average balances and an increase in rates paid.

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Provision for Loan Losses. The provision for loan losses increased $1.2 million for the year ended June 30, 2000 compared to the year ended June 30, 1999. During the year ended June 30, 2000, additional provision was accrued due to higher levels of nonperforming assets, and the increase in charge-offs in 2000. The increase in the provision during 2000 was primarily due to an increase in impaired loans for which management specifically allocated a portion of the allowance, the increase in the level of nonperforming loans and an increase in net charge-offs. The increase in impaired and nonperforming loans was due in part to loans acquired in the Ravenna acquisition and not due to any changes in underwriting standards of First Place. At June 30, 2000, the allowance for loan losses as a percent of loans increased to 0.86% from 0.79% at June 30, 1999. However, the allowance as a percentage of nonperforming loans dropped from 230.23% at June 30, 1999 to 93.67% at June 30, 2000.

Noninterest Income. Noninterest income increased $466 thousand, or 23.5%, to $2.4 million for the year ended June 30, 2000, from $2.0 million for the prior year. This increase was partially due to increased fee income associated with NOW accounts and automated teller machine transactions. Also contributing to the increase in noninterest income were gains recognized on the sale of loans from mortgage banking activities.

Noninterest Expense. Noninterest expense decreased $4.8 million to $15.9 million for the year ended June 30, 2000 compared to $20.7 million for the prior year. The decrease in noninterest expense was primarily due to the $8.0 million contribution to the Foundation recorded in 1999. Salaries and benefits increased $2.0 million or 30.3% compared to the year ended June 30, 1999. The increase was due to an increase in benefit expense, primarily from the recognition and retention plan, as well as an increase in salaries due to the increase in the level of staffing. The increase in personnel costs from the Ravenna acquisition is expected to increase salaries in 2001 since the impact in 2000 reflected less than two months' salaries for the additional staffing. Noninterest expense also increased due to merger related costs of $689 thousand recorded during 2000. Merger related charges were primarily related to professional fees for converting data systems and staff severance and bonus arrangements. Other noninterest expenses increased $240 thousand during 2000. The increase was primarily due to increased marketing expenditures, the costs incurred for closing a branch facility and other general increases from operations due to the increased size of First Place.

Income Taxes. The provision for income taxes totaled $3.3 million in 2000 compared to $616 thousand in 1999. This increase reflects the higher level of income before taxes.

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Average Balances, Interest Rates and Yields.The following table presents for 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 in both dollars and rates. Average balances are derived from daily average balances.

					2001						For the Years Ended June 30, 2000						1999
					Average Outstanding Balance		Interest Earned/ Paid		Yield/ Rate		Average Outstanding Balance		Interest Earned/ Paid		Yield/ Rate		Average Outstanding Balance		Interest Earned/ Paid		Yield/ Rate
					(Dollars in thousands)
Interest-Earning Assets:
			Loans receivable, net		$	896,510	$	74,154	8.27	%	$	533,676	$	41,221	7.72	%	$	405,036	$	32,087	7.92	%
			Mortgage-backed and related     securities(1)			238,362		16,080	6.75			213,218	14,014		6.57			218,181	13,913		6.38
			Securities(1) (2)			88,882		5,165	7.79			42,132		2,461	6.35			27,177		1,523	5.84
			Other earning assets			23,440		1,388	5.92			4,728		318	6.73			2,710		235	8.67
			FHLB stock			16,430		1,231	7.49			7,225		492	6.81			5,216		368	7.06
				Total interest-earning assets		1,263,624		98,018	7.88			800,979		58,506	7.33			658,320	48,126		7.32
	Noninterest-earning assets					71,531						18,524						23,746
			Total assets		$	1,335,155					$	819,503					$	682,066
Interest-Bearing Liabilities:
			NOW and money market accounts		$	214,789		8,265	3.85	%	$	124,817		4,563	3.66	%	$	114,876	$	3,705	3.23	%
			Savings accounts			105,710		2,414	2.28			65,127		1,392	2.14			67,145		1,465	2.18
			Time deposits			472,051		27,789	5.89			269,214		14,706	5.46			246,584	13,716		5.56
			Repurchase agreements			75,420		4,586	6.08			70,632		4,082	5.78			53,800		3,092	5.75
			FHLB advances			256,655		16,409	6.39			130,612		7,914	6.06			70,472		3,704	5.26
				Total interest-bearing liabilities		1,124,625		59,463	5.29			660,402		32,657	4.94			552,877	25,682		4.65
	Noninterest-bearing liabilities					39,810						17,017						18,655
			Total liabilities			1,164,435						677,419						571,532
	Stockholders’ equity					170,720						142,084						110,534
				Total liabilities and stockholders’    equity	$	1,335,155					$	819,503					$	682,066
		Net interest income/interest rate spread					$	38,555	2.59	%			$	25,849	2.39	%			$	22,444	2.67	%
		Net interest margin (net interest income    as a percent of average interest-earning    assets)							3.19	%					3.25	%					3.42	%
		Average interest -earning assets to interest-   bearing liabilities							112.36	%					121.29	%					119.07	%

(1)   Includes unamortized discounts and premiums. Average balance is computed using the carrying value of securities. The average yield has been computed using the historical amortized cost average balance for available for sale securities.
(2)   Average yields are stated on a fully taxable equivalent basis.

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Rate/Volume Analysis of Net Interest Income. Thefollowingtable presentsthedollaramount of changes in interest income and interest expense for major components of interest-earning assetsand interest-bearing liabilities. It distinguishes between theincrease or decrease related tochanges in balancesand/or changesininterestrates.Foreachcategory of interest-earning assetsand interest-bearing liabilities, informationis provided on changes attributable to (i) changes in volume (i.e.,changes in volume multiplied by old rate)and (ii) changes in rate (i.e.,changes in rate multipliedby old volume). For purposes of this table, changes attributableto both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and thechange due to rate.

	Year Ended June 30, 2001 Compared to Year Ended June 30, 2000								Year Ended June 30, 2000 Compared to Year Ended June 30, 1999
	Increase (Decrease) Due to								Increase (Decrease) Due to
	Volume			Rate			Net		Volume			Rate			Net
					(Dollars in thousands)
Interest-Earning Assets:
Loansreceivable, net	$	29,810	$	3,123		$	32,933	$	10,221		$	(1,087	)	$	9,134
Mortgage-backedand related securities		1,676		390			2,066		(355	)		456			101
Securities		2,245		459			2,704		764			174			938
Other earning assets		1,112		(42	)		1,070		258			(175	)		83
FHLB stock		685		54			739		142			(18	)		124
Totalinterest-earning assets		35,528		3,984			39,512		11,030			(650	)		10,380
Interest-Bearing Liabilities:
NOW and moneymarket accounts		3,453		249			3,702		346			512			858
Savings accounts		925		97			1,022		(44	)		(29	)		(73	)
Time deposits		11,845		1,238			13,083		1,265			(275	)		990
Repurchase agreements		285		219			504		967			23			990
FHLB advances		8,041		454			8,495		3,269			941			4,210
Total interest-bearing liabilities		24,549		2,257			26,806		5,803			1,172			6,975
Net change in net interest income	$	10,979	$	1,727		$	12,706	$	5,227		$	(1,822	)	$	3,405

Asset/Liability Management and Market Risk

Asset/liability management is the measurement and analysis of the Company’s exposure to changes in the interest rate environment. Management analyzes the effects of interest rate changes on net portfolio value and net interest income over specified periods of time by evaluating the Company’s mix of interest-earning assets and interest-bearing liabilities in varied interest rate environments. The Company manages this risk on a continuing basis through the use of a number of strategies as an ongoing part of its business plan. The objective of the Company’s asset/liability management is to maintain consistent growth in net interest income within the Company’s policy guidelines. Management considers interest rate risk to be the Company’s most significant market risk.

Income simulation techniques and net portfolio value analysis are used to determine the Company's sensitivity to changes in interest rates. The models are based on actual cash flows and repricing characteristics for on and off balance sheet instruments, and incorporate market-based assumptions regarding the impact of changing interest rates on certain assets and liabilities. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes. Actual results may also differ due to changes in market conditions and management strategies.

The income simulation modeling employed by the Company measures changes in net interest income over the next 12- and 24-month periods resulting from hypothetical rising and declining interest rates. Key assumptions used in

9

this model include (i) reinvestment of security and mortgage cash flows, (ii) loan prepayment speeds, (iii) reinvestment of certificate of deposit maturities and (iv) deposit pricing strategies. As of June 30, 2001, the Company’s simulation modeling indicated that, with a 200 basis point (bp) increase in interest rates, the Company’s net interest income would be 0.82% and 2.36% less than if rates remained constant over the next 12- and 24-month periods, respectively. As of the same date and with a 200bp decrease in interest rates, the Company’s net interest income would be 0.28% more and 2.76% less than if rates remained constant over the next 12- and 24-month periods, respectively. The percentage changes in net interest income are within the acceptable range established by the Company’s board of directors in both a rising and falling rate environment.

The Bank measures the effect of interest rate changes on its net portfolio value (NPV), which is the difference between the market value of the Bank’s assets and liabilities, under different interest rate scenarios. Changes in NPV are measured using interest rate shocks rather than changes in interest rates over a period of time as are assumed with the income simulation model. At June 30, 2001, the Bank’s NPV ratio, using interest rate shocks ranging from a 300bp rise in rates to a 300bp decline in rates are shown in the following table. All values are within the acceptable range established by the Bank’s board of directors.

Net Portfolio Value (Bank only)
Basis Point Change in Rates	6/30/01 NPV Ratio
+300	9.07%
+200	9.93%
+100	10.18%
Base	9.95%
-100	9.26%
-200	8.93%
-300	8.37%

The Bank’s sale of predominantly fixed-rate mortgage loans to Fannie Mae decreases the Bank’s exposure to interest rate risk and provides income from sales and servicing. Additionally, the servicing asset hedges the Bank against rising rates, as it becomes more valuable in a rising rate environment, offsetting the decline in the value of other longer term assets in a rising rate environment.

Liquidity and Capital Resources

Liquidity.The Company’s liquidity, primarily represented by cash and cash equivalents, is a result of its operating, investing and financing activities. These activities are summarized below for the years ended June 30, 2001 and 2000.

	Years Ended June 30,
	2001			2000
		(Dollars in thousands)
Net income	$	6,314		$	6,814
Adjustments to reconcile net income to net cash from
operating activities		(22,576	)		(336	)
Net cash from operating activities		(16,262	)		6,478
Net cash from investing activities		193,427			(86,623	)
Net cash used in financing activities		(161,037	)		87,717
Net change in cash and cash equivalents		16,128			7,572
Cash and cash equivalents at beginning of period		13,421			5,849
Cash and cash equivalents at end of period	$	29,549		$	13,421

10

Sourcesoffunds include customerdeposits, other borrowingsincluding FHLB advances and repurchase agreements,loanand mortgage-backed securities repayments and other fundsprovided by operations.TheBank also hastheability to borrow additionalfunds from theFHLB of Cincinnati. The Companymaintains investmentsin liquid assetsbased upon management'sassessmentof (i) the need for funds, (ii) expected depositflows, (iii) the yields available on short-termliquidassets, and(iv) the objectives of the asset/liabilitymanagement program.At June 30, 2001and 2000,commitmentsto originate loans or fund outstanding lines ofcredit totaled $65.9 million and $47.7 million, respectively.The Company considers itsliquiditysufficient to meet its outstanding short- andlong-term needsandexpects to be ableto fund or refinance, on atimely basis, its materialcommitments and long-termliabilities.

CapitalResources.Federallyinsured savings institutions, such as the Bank, are required tomeet a 1.5% tangiblecapitalrequirement,a 4.0% leverageratio(corecapitalto riskweighted assets) requirement, a 4.0% leverage ratio (core capital to adjusted totalassets) requirementand an 8.0%risk-based capital requirement. At June 30, 2001, the Bank exceededthese requirements witha tangible capital ratio of 7.9%, acore capital to risk weighted assets ratio of 12.4%,a core capital to adjusted total assets of7.9%andarisk-basedcapital ratio of13.1%.

ImpactofInflation

Consolidated financial data included hereinhas been prepared inaccordancewith generally accepted accounting principles (GAAP). Presently, GAAPrequires First Place to measurefinancial position and operating results in terms of historical dollars, except for loans held for sale and securities available for sale which are carriedat fair value. Changes in the relativevalue of money due to inflation or recession are generally not considered.

In management's opinion, changes in interest rates affect the financialcondition of First Placetoafargreater degree than changes in the inflationrate. While interest rates are greatly influenced by changes in the inflation rate, they do not move concurrently.Rather, interest rate volatility is based onchanges in the expected rateof inflation, as wellaschanges inmonetary and fiscal policy.A financial institution's ability to be relatively unaffectedby changes in interest ratesis a good indicatorofits capability to perform in a volatile economic environment. In an effort to protect itselffrom the effects of interest rate volatility, First Placereviews its interestrateriskposition frequently, monitoringits exposure and takingnecessarysteps to minimize any detrimentaleffects on First Place's profitability.

Market Prices and Dividends Declared

The common stock of First Place Financial Corp. trades on The Nasdaq Stock Market under the symbol “FPFC”. Asof July 31, 2001, there were 15,119,959 shares outstanding held by approximately 3,445 stockholders of record(notincluding the number of persons or entities holding stockin nominee or street name through various brokerage firms).

The table below shows the quarterly reported high and low trade prices of the common stock and cash dividends per share declared during the years ended June30, 2001 and2000.

June 30, 2001:	High		Low		Dividends
First quarter	$	11.69	$	10.44	$	0.100
Second quarter		11.50		9.75		(A)
Third quarter		12.00		10.88		0.125
Fourth quarter		14.67		11.32		0.125
June 30, 2000:
First quarter	$	12.94	$	11.38	$	0.075
Second quarter		12.25		10.44		0.075
Third quarter		11.44		10.00		0.075
Fourth quarter		10.94		9.44		0.100

(A) Due to the merger with FFY, the dividend declaration date for the second quarter of fiscal 2001 was in January 2001 to accommodate shareholders converting their FFY common stockintoFPFC common stock.

11

REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
First Place Financial Corp.
Warren, Ohio

We have audited the accompanying consolidated statements of financial condition of First Place Financial Corp. as of June 30, 2001 and 2000, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three years in the period ended June 30, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Place Financial Corp. as of June 30, 2001 and 2000, and the results of its operations and cash flows for each of the three years in the period ended June 30, 2001, in conformity with accounting principles generally accepted in the United States of America.

As disclosed in Note 3 to the consolidated financial statements on October 1, 1998 the company changed its method of accounting for derivative instruments and hedging activities to comply with new guidance.

Crowe, Chizek and Company LLP

Cleveland, Ohio
July 20, 2001

12

FIRST PLACE FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
June 30, 2001 and 2000
(Dollars in thousands, except share data)

	2001			2000
ASSETS
Cash and cash equivalents	$	29,549		$	13,421
Federal funds sold		21,521			16,222
Securities available for sale		435,348			261,051
Loans held for sale		14,259			13,071
Loans:
Total loans		1,006,343			711,216
Less allowance for loan losses		(9,757	)		(6,150	)
Net loans		996,586			705,066
Premises and equipment, net		20,088			10,390
Accrued interest receivable		9,274			4,767
Intangibles		21,196			13,148
Other assets		43,430			14,441
Total assets	$	1,591,251		$	1,051,577
LIABILITIES
Deposits	$	1,018,829		$	586,748
Securities sold under agreement to repurchase		91,064			75,000
Federal Home Loan Bank advances		263,528			227,762
Advances by borrowers for taxes and insurance		4,784			3,163
Accrued interest payable		3,475			1,930
Other liabilities		15,535			8,999
Total liabilities		1,397,215			903,602
SHAREHOLDERS’ EQUITY
Preferred stock, $.01 par value, 3,000,000
shares authorized, no shares issued and outstanding
Common stock, $.01 par value, 33,000,000 shares
authorized, 18,128,272 shares issued at June 30, 2001
and 11,241,250 shares issued at June 30, 2000		181			112
Additional paid-in capital		177,396			109,657
Retained earnings		64,505			62,855
Unearned employee stock ownership plan shares		(7,420	)		(8,012	)
Unearned recognition and retention plan shares		(3,429	)		(4,764	)
Treasury stock, at cost, 2,948,804 shares at
June 30, 2001 and 552,800 shares at June 30, 2000		(34,040	)		(6,364	)
Accumulated other comprehensive income (loss)		(3,157	)		(5,509	)
Total shareholders’ equity		194,036			147,975
Total liabilities and shareholders’ equity	$	1,591,251		$	1,051,577

See accompanying notes to consolidated financial statements.

13

FIRST PLACE FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
Years ended June 30, 2001, 2000 and 1999
(Dollars in thousands, except per share data)

	2001				2000		1999
Interest income
Loans, including fees	$	74,154		$	41,221	$	32,087
Securities:
Taxable	4,906				2,784		1,974
Tax exempt		2,878			487		152
Mortgage-backed and related securities	16,080			14,014		13,913
Total interest income	98,018			58,506		48,126
Interest expense
Deposits	38,468				20,661		18,886
FHLB advances	16,409				7,914		3,704
Repurchase agreements	4,586			4,082		3,092
Total interest expense	59,463			32,657		25,682
Net interest income	38,555				25,849		22,444
Provision for loan losses		3,125			2,294		1,062
Net interest income after provision
for loan losses	35,430				23,555		21,382
Noninterest income
Service charges and fees or deposit accounts	3,569				1,534		1,343
Net gains (losses) on sale of securities	(1,068		)		25		(48	)
Net gains (losses) on sale of loans		(431	)		332		73
Other	950			556		613
Total noninterest income	3,020			2,447		1,981
Noninterest expense
Salaries and employee benefits	13,913				8,584		6,571
Occupancy and equipment		3,696			2,163		1,828
Merger, integration and restructuring expense		3,877			689
Franchise taxes		1,515			857		961
Contribution to Foundation							8,026
Amortization of intangible assets		1,363			51
Other	5,860			3,546		3,306
Total noninterest expense	30,224			15,890		20,692
Income before income tax		8,226			10,112		2,671
Provision for income taxes	1,912			3,298		616
Net income	$	6,314		$	6,814	$	2,055
Earnings per share:
Basic	$	.54		$	.75	$	(.02	)
Diluted	$	.54		$	.75	$	(.02	)

See accompanying notes to consolidated financial statements.

14

FIRST PLACE FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
Years ended June 30, 2001, 2000 and 1999
(Dollars in thousands, except per share data)

	Common Stock		Additional Paid in Capital			Retained Earnings			Unearned ESOP Shares			Recognition and Retention Plan Shares			Treasury Stock			Accumulated Other Comprehensive Income			Total
Balance at July 1, 1998	$		$			$	57,763		$			$			$			$	1,594		$	59,357
Comprehensive income:
Net income							2,055															2,055
Cumulative effect adjustment for the transfer of security
from held to maturity to available for sale upon
adoption of SFAS No. 133																			172			172
Change in unrealized gain (loss) on
securities available for sale, net of tax																			(4,403	)		(4,403	)
Total comprehensive income																						(2,176	)
Issuance of common shares		112		110,200																		110,312
Cash dividends declared ($075 per share)							(776	)														(776	)
Purchase of employee stock ownership plan
shares (899,300 shares)										(8,993	)											(8,993	)
Commitment to release employee stock
ownership plan shares (30,000 shares)				30						300												330
Balance at June 30, 1999		112		110,230			59,042			(8,693	)								(2,637	)		158,054
Comprehensive income:
Net income							6,814															6,814
Change in unrealized gain (loss) on
securities available for sale, net of tax																			(2,872	)		(2,872	)
Total comprehensive income																						3,942
Cash dividends declared ($.325 per share)							(3,001	)														(3,001	)
Commitment to release employee stock
ownership plan shares (68,079 shares)				72						681												753
Purchase of recognition and retention plan
shares (449,650 shares)													(5,955	)								(5,955	)
Commitment to release recognition and
retention plan shares (89,928 shares)													1,191									1,191
Purchase of 2,630,300 shares of common stock																(30,900	)					(30,900	)
Reissuance of 2,077,500 shares of common
stock for acquisition				(645	)											24,536						23,891
Balance at June 30, 2000	$	112	$	109,657		$	62,855		$	(8,012	)	$	(4,764	)	$	(6,364	)	$	(5,509	)	$	147,975

(Continued)

15

FIRST PLACE FINANCIAL CORP.
CONSOLIDATED STATEMENTSOF CHANGES IN SHAREHOLDERS’ EQUITY (Continued)
Years ended June 30, 2001, 2000 and 1999
(Dollars in thousands, except per share data)

	Common Stock		Additional Paid in Capital			Retained Earnings			Unearned ESOP Shares			Recognition and Retention Plan Shares			Treasury Stock			Accumulated Other Comprehensive Income			Total
Balance at July 1, 2000	$	112	$	109,657		$	62,855		$	(8,012	)	$	(4,764	)	$	(6,364	)	$	(5,509	)	$	147,975
Comprehensive income:
Net income							6,314															6,314
Change in unrealized gain (loss) on securities
available for sale, net of tax																			7,548			7,548
Change in unrealized gain (loss) on swaps, net of tax																			(5,196	)		(5,196	)
Total comprehensive income																						8,666
Cash dividends declared ($.35 per share)							(4,664	)														(4,664	)
Commitment to release employee stock ownership plan shares (59,220 shares)				102						592												694
Commitment to release recognition and retention    plan shares (100,989 shares)													1,337									1,337
Purchase of 2,559,733 shares of common stock																(29,582	)					(29,582	)
Issuance of 6,887,022 shares of common stock for merger				69			68,272															68,341
Stock options exercised (163,729 shares)				(845	)											1,906						1,061
Tax benefit related to exercise of stock options				210																		210
Acquisition of FFY recognition and retention plan													(2	)								(2	)
Balance at June 30, 2001	$	181	$	177,396		$	64,505		$	(7,420	)	$	(3,429	)	$	(34,040	)	$	(3,157	)	$	194,036

(Continued)

16

FIRSTPLACE FINANCIALCORP.
CONSOLIDATED STATEMENTS OFCASHFLOWS
Years ended June 30, 2001, 2000and 1999
(Dollarsin thousands)

	2001			2000			1999
Cash flows from operating activities
Net income	$	6,314		$	6,814		$	2,055
Adjustments to reconcile net income to net
cash from operating activities
Depreciation		1,474			1,033			865
Provision for loan losses		3,125			2,294			1,062
Net amortization		1,672			146			649
Security (gains) losses		1,068			(25	)		48
Loss on disposal of fixed assets		471			218			27
FHLB stock dividend		(941	)		(547	)		(368	)
Contribution of common stock to Foundation							8,026
ESOP expense		694			753			330
RRP expense		1,337			1,191
Change in
Loans held for sale		(1,188	)		(57	)		(945	)
Interest receivable and other assets		(25,545	)		(4,011	)		(3,253	)
Interest payable and other liabilities		(6,183	)		(225	)		2,522
Deferred loan fees		1,509			(380	)		548
Deferred taxes		(69	)		(726	)		(2,512	)
Net cash from operating activities		(16,262	)		6,478			9,054
Cash flows from investing activities
Securities available for sale
Proceeds from sales		254,265			54,438			34,421
Proceeds from maturities, calls
and principal paydowns		72,301			31,390			67,302
Purchases		(136,379	)		(63,168	)		(118,203	)
Securities held to maturity
Proceeds from maturities, calls
and principal paydowns								1,226
Net cash received in acquisition		4,431			1,764
Net change in federal funds sold		(5,299	)		6,647			(21,304	)
Purchases of Federal Home Loan Bank stock		(1,773	)		(1,497	)		(1,165	)
Net change in loans		7,710			(114,761	)		(102,389	)
Premises and equipment expenditures, net		(1,829	)		(1,436	)		(1,174	)
Net cash from investing activities		193,427			(86,623	)		(141,286	)

(Continued)

17

FIRST PLACE FINANCIAL CORP.
CONSOILIDATED STATEMENTS OF CASH FLOWS (Continued)
Years ended June 30, 2001, 2000 and 1999

	2001			2000			1999
Cash flows from financing activities
Net change in deposits	$	(3,167	)	$	39,201		$	(6,237	)
Net change in advances by borrowers
for taxes and insurance		(724	)		815			365
Net change in repurchase agreements		(43,320	)		20,570			(6,000	)
Net proceeds from issuance of common stock								93,293
Cash dividends paid		(5,650	)		(2,791	)
Proceeds and tax benefit from stock
options exercised		1,270
Purchase of treasury stock		(28,922	)		(30,900	)
Contribution to recognition and
retention plan					(5,955	)
Net change in overnight FHLB borrowings		(83,154	)		87,987			51,525
Proceeds from FHLB borrowings		122,240			43,000			14,000
Repayment of FHLB borrowings		(119,610	)		(64,210	)		(15,534	)
Net cash from financing activities		(161,037	)		87,717			131,412
Net change in cash and cash equivalents		16,128			7,572			(820	)
Cash and cash equivalents at beginning
of year	13,421				5,849		6,669
Cash and cash equivalents at end of year	$	29,549		$	13,421		$	5,849
Supplemental cash flow information:
Cash payments of interest expense	$	57,857		$	31,858		$	25,641
Cash payments of income taxes		260			4,305			3,408
Supplemental noncash disclosures:
Transfer of securities from held
to maturity to available for sale							$	27,039
Acquisition of Ravenna Savings through
reissuance of treasury stock				$	23,891
Acquisition of FFY Financial Corp. through
issuance of common stock	$	68,341
Loans securitized		192,024

See accompanying notes to consolidated financial statements

18

FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Dollar amounts in thousands, except per share data.

Principles of Consolidation: The consolidated financial statements of the Company include the accounts of First Place Financial Corp. (the Company) and its wholly-owned subsidiaries, First Place Bank (the Bank - formerly known as First Federal Savings and Loan Association of Warren) and First Place Holdings, Inc. The consolidated financial statements also include the accounts of First Place Insurance Agency, Ltd., the insurance affiliate of First Place Holdings, Inc. The accounts of First Place Holdings, Inc.'s real estate affiliate, Coldwell Banker First Place Real Estate, are not consolidated since the Company owns a non-controlling one-third interest. All significant intercompany balances and transactions have been eliminated in consolidation.

Business Segments: While the Company's chief decision-makers monitor the revenue streams of the various Company products and services, the identifiable segments are not material and operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the Company's financial service operations are considered by management to be aggregated in one reportable operating segment.

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. Areas involving the use of management's estimates and assumptions include the allowance for loan losses, fair values of financial instruments, the realization of deferred tax assets, the carrying value of impaired loans, the carrying value and amortization of intangibles, depreciation of premises and equipment and the amortization and valuation of mortgage servicing rights.

Cash and Cash Equivalents: Cash and cash equivalents includes cash and deposits with other financial institutions with original maturities of less than 90 days. Net cash flows are reported for loan and deposit transactions.

Securities: Available for sale securities are those that the Company may decide to sell if needed for liquidity, asset-liability management, or other reasons. Available for sale securities are reported at fair value, with unrealized gains or losses included as a separate component of equity, net of tax. Other securities such as Federal Home Loan Bank stock are carried at cost.

Realized gains or losses on sales are determined based on the amortized cost of the specific security sold. Interest income includes amortization of purchase premium or discount. Securities are written down to fair value when a decline in fair value is not temporary.

(Continued)

19

FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs, and an allowance for loan losses. Loans held for sale are reported at the lower of cost or market, on an aggregate basis.

Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Interest income is not reported when full loan repayment is in doubt, typically when the loan is impaired or payments are past due over 90 days. Such interest ultimately collected is credited to income in the period of recovery.

Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses, increased by the provision for loan losses and decreased by charge-offs less recoveries. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged-off. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed.

A loan is impaired when full payment under the loan terms is not expected. Impairment is evaluated in total for smaller-balance loans of similar nature such as residential mortgage and consumer and on an individual loan basis for other loans. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral.

Foreclosed Assets: Assets acquired through or instead of loan foreclosure are initially recorded at fair value when acquired, establishing a new cost basis. If fair value declines, a valuation allowance is recorded through expense. Costs after acquisition are expensed.

Premises and Equipment: Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed over the asset useful lives on a straight-line basis.

Long-term Assets: Premises and equipment and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at discounted amounts.

(Continued)

20

FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Servicing Assets: Servicing assets represent purchased rights and the allocated value of retained servicing rights on loans sold. Servicing assets are expensed in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the assets, using groupings of the underlying loans as to interest rates and then, secondarily, as to geographic and prepayment characteristics. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Any impairment of a grouping is reported as a valuation allowance.

Intangibles: Purchased intangibles, primarily goodwill, are recorded at cost and amortized over their estimated lives. The purchase premium or discount for the fair value adjustment of the assets acquired and liabilities assumed is being amortized over the estimated life of the asset acquired or liability assumed. Goodwill and identified intangibles are assessed for impairment and written down if necessary.

Employee Stock Ownership Plan: The cost of shares issued to the ESOP, but not yet allocated to participants, is shown as a reduction of shareholders' equity. Compensation expense is based on the market price of shares as they are committed to be released to participant accounts. Dividends on allocated ESOP shares reduce shareholders' equity; dividends on unallocated ESOP shares reduce debt and accrued interest.

Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and standby letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.

Derivative Instruments and Hedging Activities: All derivative instruments are recorded at their fair values. If derivative instruments are designated as hedges of fair values, both the change in the fair value of the hedge and the hedged item are included in current earnings. Fair value adjustments related to cash flow hedges are recorded in other comprehensive income and reclassified to earnings when the hedged transaction is reflected in earnings. Ineffective portions of hedges are reflected in income currently.

Income Taxes: The Company records income tax expense based on the amount of tax due on its tax return plus the change during the period in deferred taxes computed based on the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amounts expected to be realized.

(Continued)

21

FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings Per Common Share: Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. ESOP shares are considered outstanding for this calculation unless unearned. Recognition and Retention Plan ("RRP") shares are considered outstanding as they become vested. Diluted earnings per common share include the dilutive effect of RRP shares and the additional potential common shares issuable under stock options. Basic and diluted earnings (loss) per share for the year ended June 30, 1999 were computed based on earnings from the period December 31, 1998 (conversion date) to June 30, 1999, divided by the weighted average number of common shares outstanding for the period.

Stock Compensation: Employee compensation expense under stock option plans is reported if options are granted below market price at grant date. Pro forma disclosures of net income and earnings per share are shown using the fair value method of Statement of Financial Accounting Standards ("SFAS") No. 123 to measure expense for the options granted using an option pricing model to estimate fair value.

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale and changes in fair value to cash flow hedges which are also recognized as separate components of equity.

Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

(Continued)

22

FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Effect of New Accounting Standards: In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards (SFAS) No. 141. "Business Combinations." SFAS No. 141 requires all business combinations within its scope to be accounted for using the purchase method, rather than the pooling-of-interests method. The provisions of this Statement apply to all business combinations initiated after June 30, 2001. The adoption of this statement will only impact the Company's financial statements if it enters into a business combination.

Also in June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets", which addresses the accounting for such assets arising from prior and future business combinations. Upon the adoption of this Statement, goodwill arising from business combinations will no longer be amortized, but rather will be assessed regularly for impairment, with any such impairment recognized as a reduction to earnings in the period identified. Other identified intangible assets, such as core deposit intangible assets, will continue to be amortized over their estimated useful lives. The Company adopted this statement on July 1, 2001. The Company has assessed the impact of this statement to be a reduction of amortization expense of approximately $470,000 annually.

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.

Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by the bank to the holding company or by the holding company to shareholders.

Financial Statement Presentation: Certain previously reported consolidated financial statement amounts have been reclassified to conform to the 2001 presentation.

(Continued)

23

FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001, 2000 and 1999

NOTE 2 - MERGER

On December 22, 2000, the Company completed the merger of equals transaction with FFY Financial Corp. ("FFY") which was announced on May 24, 2000. FFY was merged with and into the Company and FFY's thrift subsidiary, FFY Bank, was merged with and into First Federal Savings and Loan Assocation of Warren. In addition, FFY Holdings, Inc., a subsidiary of FFY, became a subsidiary of the Company. As part of the merger transaction, the Company changed the name of its thrift subsidiary, First Federal Savings and Loan Association of Warren, to First Place Bank.

The Company issued 6,887,022 shares of common stock valued at approximately $68.3 million. FFY was a holding company engaged in the financial services business through its wholly-owned subsidiaries, FFY Bank, a federally-chartered savings bank, and FFY Holdings, Inc. FFY Bank operated 11 full service banking facilities and 2 loan production offices in Mahoning and Trumbull Counties, Ohio. Total assets prior to the merger were $681.8 million, including $492.5 million in loans, and $432.3 million in deposits. The transaction was recorded as a purchase and, accordingly, the operating results of FFY have been included in the Company's consolidated financial statements since the date of merger. The aggregate of the purchase price over the fair value of net assets acquired of approximately $2.1 million is being amortized over 20 years.

The following summarizes unaudited pro forma financial information for the years ended June 30, 2001 and 2000 assuming the FFY merger occurred as of July 1, 1999:

	2001		2000
Net interest income after provision for loan losses	$	43,371	$	44,752
Net income		6,451		13,790
Basic and diluted earnings per share		.42		.85

These amounts include FFY's actual results in 2000 and for the first 6 months of 2001 prior to the merger and actual results for the 6 months in 2001 after the merger. The pro forma results do not necessarily represent results which would have occurred if the merger had taken place on the basis assumed above, nor are they indicative of the results of future combined operations.

(Continued)

24

FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001, 2000 and 1999

NOTE 2 - MERGER (Continued)

On May 12, 2000, the Company acquired The Ravenna Savings Bank ("Ravenna Savings") by reissuing from treasury stock 2,077,500 shares of stock. The shares issued were valued at approximately $23.9 million on the date the transaction was consummated. Ravenna Savings operated as a state chartered savings bank with 5 offices located in Ravenna, Ohio and its surrounding areas. Total assets prior to the merger were $201 million which included $152 million of loans funded with $123 million of deposits and $67 million of FHLB advances. The transaction was recorded as a purchase and, accordingly, the operating results of Ravenna Savings have been included in the company's consolidated financial statement since the date of acquisition. The excess of the aggregate purchase price over the fair market value of net assets acquired of approximately $13.2 million is being amortized over 20 years.

The following summarized unaudited pro forma financial information for the years ended June 30, 2000 and 1999 assume the Ravenna Savings acquisition occurred as of July 1, 1998:

	2000		1999
Net interest income after provision for loan losses	$	27,611	$	24,405
Net income		6,085		2,455
Basic and diluted earnings per share	$	.55	$	.24

These amounts include Ravenna Savings actual results in 1999 and for the first 10½ months of 2000 prior to the acquisition and actual results for the 1½ month in 2000 after the acquisition. The pro forma results do not necessarily represent results which would have occurred if the acquisition had taken place on the basis assumed above, nor are they indicative of the results of future combined operations.

(Continued)

25

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 3 - SECURITIES AVAILABLE FOR SALE

The amortized cost, gross unrealized gains and losses and fair values of securities available for sale at June 30, 2001 and 2000 are as follows:

	2001
	Amortized Cost		Gross Unrealized Gains			Gross Unrealized Losses		Fair Value
Debt securities
U.S. Government agencies	$	10,878	$	170				$	11,048
Obligations of states and
political subdivisions		46,394		1,397	$	(197	)		47,594
		57,272		1,567		(197	)		58,642
Equity securities
Equity securities		2,046		403					2,449
Federal Home Loan Bank stock		20,078							20,078
FNMA and FHLMC preferred stock		30,323		361					30,684
		52,447		764					53,211
Mortgage-backed securities and
collateralized mortgage obligations		288,178		1,675		(1,106	)		288,747
Other securities
Trust preferred securities		22,866		490		(13	)		23,343
SLMA		11,495				(90	)		11,405
		34,361		490		(103	)		34,748
	$	432,258	$	4,496	$	(1,406	)	$	435,348

(Continued)

26

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE3 - SECURITIES AVAILABLE FORSALE (Continued)

	2000
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Debt securities
U.S. Government agencies	$	26,996			$	(292	)	$	26,704
Obligations of states and
political subdivisions		6,368	$	23		(103	)		6,288
		33,364		23		(395	)		32,992
Equity Securities
Federal Home Loan Bank stock		11,413							11,413
FNMA and FHLMC preferred stock		17,732				(25	)		17,707
		29,145				(25	)		29,120
Mortgage-backed securities and
collateralized mortgage obligations		206,907		342		(8,310	)		198,939
	$	269,416	$	365	$	(8,730	)	$	261,051

Theamortized costand fair value ofdebt and other securities at June 30, 2001,by contractualmaturity, are shown below. Expected maturities may differ from contractual maturitiesbecause borrowers may havetherighttocall orprepayobligations withor without call or prepayment penalties.

	Amortized Cost		Fair Value
Available for sale – Debt securities
Due in one year or less	$	3,602	$	3,628
Due after one year through five years		12,031		12,230
Due after five years through ten years		15,602		15,849
Due after ten years		26,037		26,935
	$	57,272	$	58,642
Available for sale – Other securities
Due after five years through ten years	$	4,948	$	4,913
Due after ten years		29,413		29,835
	$	34,361	$	34,748
Mortgage-backed securities and
collateralized mortgage obligations	$	288,178	$	288,747

(Continued)

27

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 3 - SECURITIES AVAILABLE FOR SALE (Continued)

Proceeds from the sale of available for sale securities for the years ended June 30, 2001, 2000 and 1999 were $254,265, $54,438 and $34,421. Gross gains of $666, $67 and $103 and gross losses of $1,734, $42 and $151 were realized on sales of securities in 2001, 2000 and 1999.

Debt and mortgage-backed securities with a carrying value of $222,960 and $125,600 as of June 30, 2001 and 2000 were pledged to secure public deposits, repurchase agreements and for other purposes as required or permitted by law.

On October 1, 1998, the Company adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. SFAS No. 133 allowed the Company a one-time reclassification of securities held to maturity to classification as available for sale or trading. The Company transferred securities with an amortized cost of $27,039 previously classified as held to maturity to available for sale upon adoption. The unrealized gain on the securities transferred totaled $260. On October 1, 1998, the Bank’s equity increased $172 as a result of the transfer.

NOTE 4 - LOANS

Loans as presented on the balance sheet are comprised of the following classifications at June 30:

	2001		2000
Commercial	$	16,544	$	9,092
Commercial real estate		75,095		27,787
Real estate mortgage		690,851		544,611
Real estate construction		74,958		45,770
Consumer		177,579		108,725
		1,035,027		735,985
Less:
Loans in process		25,656		23,250
Net deferred loan origination fees		3,028		1,519
Allowance for loan losses		9,757		6,150
		38,441		30,919
	$	996,586	$	705,066

(Continued)

28

FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001, 2000 and 1999

NOTE 4 – LOANS(Continued)

A summary of the activity in the allowance for loan losses is as follows:

		2001			2000			1999
	Balance at beginning of period	$	6,150		$	3,623		$	3,027
	Provision for loan losses		3,125			2,294			1,062
	Acquisitions		4,087			822
	Charge-offs		(4,052	)		(720	)		(542	)
	Recoveries		447			131			76
	Balance at end of period	$	9,757		$	6,150		$	3,623
Impaired loans were as follows:
					2001			2000
	Year-end loans with no allocated
	allowance for loan losses				$	1,600
	Year-end loans with allocated
	allowance for loan losses					2,775		$	881
	Total				$	4,375		$	881
	Amount of the allowance for loan losses allocated				$	1,241		$	500
	Average of impaired loans during the year					2,228			110

There were no loans classified as impaired during the year ended June 30, 1999. Nonaccrual loans totaled $14,434 and $6,566 at June 30, 2001 and 2000. Interest not recognized on nonaccrual loans totaled approximately $1,260, $531 and $90 for the years then ended June 30, 2001, 2000 and 1999. The related impact of impaired loans on income in the accompanying consolidated statements of income was immaterial for the years ended June 30, 2001, 2000 and 1999.

(Continued)

29

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 5- SECURITIZATIONS

During 2001, the Bank securitized one-to-four-family loans and retained the rights to service those loans.An analysis of the activity in securitizations serviced by the Bank during 2001 follows:

Balance at June 30, 2000
Principal balance of loans	$	—
Amortized cost of servicing rights		—
Servicing rights as a % of principal		—
New securitizations during the year:
Principal balance of loans		192,024
Fair value of servicing rights		1,718
Servicing rights as a % of principal		.90	%
Principal payments received on loans collateralized		11,515
Balance at June 30, 2001:
Principal balance of loans		180,509
Amortized cost of servicing rights		1,570
Servicing rights as of % of principal		.87	%
Other information at end of period:
Weighted average rate		7.02	%
Weighted average maturity (months)		212
Fair value assumptions:
Discount rate		8.64	%
Weighted average prepay assumptions		219	PSA
Anticipated delinquency		5.00	%

The fairvalueofservicing rightsremaining after loans are amortized is basedon the assumptions utilized incalculating fair value. The following table indicates howfair value mightdecline if the assumptionschanged unfavorably in two different magnitudes:

Fair value at June 30, 2001	$	1,719
Projected fair value based on:
Increase in PSA of 50		1,537
Increase of PSA of 100		1,386

(Continued)

30

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 6 - SECONDARY MORTGAGE MARKET ACTIVITIES

Loans serviced for others, which are not reported as assets, totaled $493,563 and $208,381 at June 30, 2001 and 2000.

Activity for capitalized mortgage servicing rights was as follows:

	2001			2000
Servicing rights:
Beginning of year	$	2,488
Additions		2,835
Acquired from Ravenna Savings				$	2,508
Acquired from FFY		481
Amortized to expense		(935	)		(20	)
End of year	$	4,869		$	2,488

The Company did not have a valuation allowance associated with loan servicing rights at any time during 2001 or 2000.

NOTE 7 - RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Company has granted loans to executive officers, directors, and their related business interests. A summary of related party loan activity is as follows for the year ended June 30, 2001:

Balance at beginning of period	$	1,029
Transfers		908
New loans		80
Repayments		(344	)
Balance at end of period	$	1,673

Deposits from executive officers, directors and their related business interests at year-end 2001 and 2000 were $4,046 and $1,695.

(Continued)

31

FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001, 2000 and 1999

NOTE 8 - PREMISES AND EQUIPMENT

Premises and equipment consist of the following:

	2001			2000
Land and improvements	$	3,567		$	2,406
Buildings and improvements		13,447			6,964
Leasehold improvements		1,506			764
Furniture and equipment		8,204			7,066
Construction in process	1,215			300
Total cost		27,939			17,500
Accumulated depreciation		(7,851	)		(7,110	)
	$	20,088		$	10,390

At June 30, 2001, the Company is obligated for rental commitments under non-cancelable operating leases on real estate and equipment as follows:

2002	$	372
2003		271
2004		192
2005		112
2006	81
	$	1,028

NOTE 9 – ACCRUED INTEREST RECEIVABLE

Accrued interest receivable at June 30, is summarized as follows:

	2001		2000
Securities	$	1,518	$	741
Mortgage-backed and related securities		1,666		1,039
Loans receivable	6,090		2,987
	$	9,274	$	4,767

(Continued)

32

FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001, 2000 and 1999

NOTE 10 - DEPOSITS

Deposits consist of the following:

	2001		2000
Noninterest-bearing demand	$	23,895	$	11,088
Savings		137,216		76,230
NOW		70,759		44,757
Money market		190,393		108,299
Certificates of deposit	596,566		346,374
	$	1,018,829	$	586,748

The aggregate amount of certificates of deposit with a minimum denomination of $100,000 is $151,783 and $75,980 at June 30, 2001 and 2000.

At June 30, 2001, scheduled maturities of certificates of deposit are as follows:

2002	$	368,852
2003		143,047
2004		24,185
2005		42,929
2006		12,977
Thereafter	4,576
	$	596,566

Interest expense on deposits is summarized as follows:

	2001		2000		1999
Savings	$	2,414	$	1,392	$	1,465
NOW		811		518		471
Money market		7,453		4,045		3,234
Certificates of deposit	27,790		14,706		13,716
	$	38,468	$	20,661	$	18,886

(Continued)

33

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 11 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Securities sold under agreements to repurchase are secured by mortgage-backed securities with a carrying value and fair value of approximately $96,931 at June 30, 2001 and $83,997 at June 30, 2000.

Securities sold under agreements to repurchase are financing arrangements that mature within two years. At maturity, the securities underlying the agreements are returned to the Company. Information concerning securities sold under agreements to repurchase is summarized as follows:

	2001			2000
Average daily balance during the year	$	75,420		$	70,632
Average interest rate during the year		6.08	%		5.78	%
Maximum month-end balance during the year	$	91,064		$	75,000
Weighted average interest rate at year-end		5.71	%		6.29	%

NOTE 12 – FEDERAL HOME LOAN BANK ADVANCES

Advances from the Federal Home Loan Bank at year-end were as follows:

	2001				2000
			Weighted				Weighted
	Amount		Average Rate		Amount		Average Rate
Advances from the FHLB of Cincinnati
with maturities less than one year:
Repo-based advances	$	140,000	3.87	%	$	139,500	6.50	%
Advances from the FHLB of Cincinnati
with maturities greater than one year:
Fixed-rate advances	$	66,657	5.94	%	$	49,195	6.21	%
Convertible fixed-rate advances		53,217	6.08			31,500	6.06
Amortizing advances		2,654	5.29			4,567	5.55
LIBOR-based advances	1,000		4.39		3,000		6.70
	$	123,528			$	88,262

At June 30, 2001, scheduled principal payments on FHLB advances are as follows:

Year ended June 30,
2002	$	155,734
2003		7,733
2004		4,400
2005		26,090
2006		15,815
Thereafter		53,756
	$	263,528

(Continued)

34

FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001, 2000 and 1999

NOTE 12 - FEDERAL HOME LOAN BANK ADVANCES (Continued)

All advances are collateralized by a blanket collateral of the Company’s FHLB stock and certain residential mortgage loans. At June 30, 2001 and 2000, securities and loans totaling $329,410 and $342,400 were pledged under the blanket collateral agreement.Based on the Company’s investment in FHLB stock, the maximum dollar amount of FHLB advance borrowings available at June 30, 2001 was $401,560.

NOTE 13 - INCOME TAXES

The provision for income taxes consists of the following:

	2001			2000			1999
Current provision	$	1,981		$	4,024		$	3,128
Deferred provision (benefit)		(69	)		(726	)		(2,512	)
	$	1,912		$	3,298		$	616

The income tax benefit from the exercise of non-qualified stock options and disposition of incentive stock options was recognized for financial reporting purposes by crediting additional paid-in capital for $210 in 2001 and $0 in 2000.

The differences between the financial statement provision and amounts computed by applying the statutory federal income tax rate to income before taxes are as follows:

	2001			2000			1999
Income tax computed at the
statutory federal rate	$	2,879		$	3,539		$	908
Add (subtract) tax effect of:
Tax-exempt income		(378	)		(84	)		(50	)
Dividends received deduction		(415	)		(56	)
Goodwill amortization		291			18
Miscellaneous items		(465	)		(119	)		(242	)
	$	1,912		$	3,298		$	616

The statutory tax rate is 35% for 2001 and 2000 and 34% for 1999.

(Continued)

35

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 13 - INCOME TAXES(Continued)

The tax effectsofprincipal temporary differencesand the resultingdeferred tax assetsand liabilities that comprise the netdeferredtax balance areas follows at June 30:

		2001			2000
Items giving rise to deferred tax assets:
	Deferred loan fees and costs	$	1,136		$	590
	Charitable contribution carryforward		1,694			1,971
	Bad debts		2,468			1,416
	Nonaccrual loan interest		440			186
	Accrued stock awards		343			417
	Deferred compensation		73			89
	Mark-to-market adjustments		603
	Purchase accounting adjustments		2,192
	Suspended net operating losses acquired		475
	Unrealized loss on securities available for sale					2,928
	Unrealized loss on hedging transactions		2,798
	Other		394			44
			12,616			7,641
Items giving rise to deferred tax liabilities:
	Unrealized gain on securities available for sale		(1,082	)
	FHLB stock dividends		(2,971	)		(1,297	)
	Franchise taxes		(168	)		(277	)
	Depreciation		(1,162	)		(756	)
	Purchase accounting adjustments					(1,047	)
	Loan servicing		(1,465	)		(580	)
	Other		(13	)
			(6,861	)		(3,957	)
	Net deferred asset	$	5,755		$	3,684

TheCompanyhassufficient taxes paid in prior years and available for recovery and expected future taxable income sufficient to warrant recording the full deferred taxasset without a valuation allowance.

(Continued)

36

FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001, 2000 and 1999

NOTES 13 - INCOME TAXES(Continued)

Retained earnings at June 30, 2001, include approximately $30,574 for which no provision for federal income taxes has been made. This amount represents the tax bad debt reserve at June 30, 1988, which is the end of the Company’s base year for purposes of calculating the bad debt deduction for tax purposes. If this portion of retained earnings is used in the future for any purpose other than to absorb bad debts, the amount used will be added to future taxable income. The unrecorded deferred tax liability on the above amount at June 30, 2001 was approximately $10,701.

Tax expense (benefit) attributable to securities gains (losses) approximated ($374), $9 and ($16) for the years ended June 30, 2001, 2000 and 1999.

NOTE 14 - EMPLOYEE BENEFIT PLANS

In June 1999, the Company’s Board of Directors approved a resolution terminating the Company’s defined benefit pension plan. In June 1999, the Board of Directors approved ceasing the accumulation of future benefits to plan participants. The settlement of vested plan benefits occurred in November 2000 after receipt of a determination letter from the Commissioner approving the plan termination. Participants chose a lump sum payment, the purchase of a nontransferable deferred annuity contract or a transfer to the 401(k) plan.

Information about the terminated pension plan was as follows.

	2000
Change in benefit obligation:
Beginning benefit obligation	$	2,648
Service cost		97
Interest cost		176
Actuarial gain		(252	)
Benefits paid		(97	)
Ending benefit obligation		2,572

(Continued)

37

FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001, 2000 and 1999

NOTE 14 - EMPLOYEE BENEFIT PLANS(Continued)

	2000
Change in plan assets, at fair value:
Beginning plan assets		1,784
Actual return		97
Employer contribution		12
Benefits paid		(97	)
Ending plan assets		1,796
Accrued benefit cost	$	(776	)

The components of pension expense and related actuarial assumptions were as follows.

	2000			1999
Service cost	$	97		$	300
Interest cost		176			232
Expected return on plan assets		(127	)		(79	)
Amortization of prior service cost					9
Recognized net actuarial (gain) loss		27			37
Net	$	173		$	499
Discount rate on benefit obligation		5.37	%		5.95	%
Long-term expected rate of return
on plan assets		7.00			7.00
Rate of compensation increase	n/a				5.00

(Continued)

38

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 15 – EMPLOYEE STOCK OWNERSHIP PLAN AND 401(k) PLAN

During 1999, the Company established an Employee Stock Ownership Plan (“ESOP”) for the benefit of employees 21 and older and who have completed at least one thousand hours of service.

To fund the plan, the ESOP borrowed $8,993 from the Company for the purposes of purchasing 899,300 shares of stock at $10 per share in the conversion. Principal and interest payments on the loan are due in annual installments which began December 31, 1999 with the final payments of principal and interest being due and payable at maturity on December 31, 2013. Interest is payable during the term of the loan at a fixed rate of7.75%. The loan is collateralized by the shares of the Company’s common stock purchased with the proceeds. As the Bank periodically makes contributions to the ESOP to repay the loan, shares are allocated to participants on the basis of the ratio of each year’s principal and interest payments to the total of all principal and interest payments. Dividends on allocated shares increase participant accounts. Dividends on unallocated shares are used for debt service. ESOP compensation expense was $694, $753 and $330 for 2001, 2000 and 1999.

A 401(k) benefit plan allows employee contributions up to 15% of their compensation, which are matched equal to 50% of the first 6% of compensation contributed. The Company match is in the form of cash or stock from the ESOP shares that are committed to be released to participants for that year. The remaining shares after the 401(k) match are released to participant's accounts using the shares allocated method. 401(k) expense for 2001, 2000 and 1999 was $74, $0 and $0.

Shares held by the ESOP at June 30 were as follows:

	2001		2000
Shares allocated to participants – current		59,220		68,079
Shares allocated to participants – prior periods		98,079		30,000
Unearned shares		742,001		801,221
Total ESOP shares		899,300		899,300
Fair value of unearned shares	$	9,616	$	8,613

(Continued)

39

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 16 – STOCK OPTION PLAN

First Place sponsors a stock option and incentive plan for the benefit of directors and employees of the Company. 1,711,625 shares of common stock are authorized under the plan. Of this, 587,500 shares of common stock represent the increase in the plan for options previously granted to employees and directors in FFY Financial Corp.’s option plan. All of the options granted to FFY employees and directors vested upon the closing date of the merger. The Plan provides for the grant of options, which may qualify as either incentive stock options or nonqualified options. One-fifth of the options awarded become exercisable on each of the first five anniversaries of the date of grant. The option period expires 10 years from the date of grant and the exercise price is the market price at the date of grant.

Following is activity under the plan during the years ended June 30, 2001 and 2000.

			2001			2000
			Weighted			Weighted
			Average			Average
			Exercise			Exercise
	Shares		Price		Shares	Price
Options outstanding,
beginning of year	1,007,600		$	12.31
Increase in shares due to merger	587,500			7.82
Canceled	(84,000	)		12.31
Exercised	(164,097	)		6.49
Granted	165,000			11.54	1,007,600	$	12.31
Options outstanding,
end of year	1,512,003		$	11.11	1,007,600	$	12.31
Options exercisable, end of year	682,203
Options available for grant,
end of year	35,525				116,525

Weighted-average fair value of options granted during year:

	2001		2000
Qualified	$	3.29	$	3.38
Non-qualified		2.29		2.24

(Continued)

40

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE16 – STOCK OPTION PLAN (Continued)

Options outstanding at June 30, 2001 were as follows:

		Outstanding		Exercisable
	Range of Exercise Prices	Number	Weighted Average Remaining Contractual Life	Number	Weighted Average Exercise Price
$	4.66 - $9.54	311,482	5.19 years	311,482	$	6.91
$	10.24 - $17.33	1,200,521	8.17 years	370,721	12.30
Outstanding at year end		1,512,003	7.56 years	682,203	$	9.84

Had compensation cost for stock options been measured using SFAS No. 123, net income and earnings per share would have been the proforma amounts indicated below. The proforma effect may increase in the future if more options are granted.

		2001		2000
Net income as reported	$	6,314	$	6,814
Pro forma net income		5,738		6,229
Basic and diluted earnings per share as reported	$	.54	$	.75
Pro forma basic and diluted earnings per share		.49		.69

The pro forma effects are computed using option-pricing models, using the following weighted-average assumptions as of grant date.

	2001				2000
	Qualified		Non-Qualified		Qualified		Non-Qualified
Risk-free interest rate	5.31	%	5.32	%	5.82	%	5.70	%
Expected option life	9 years		4 years		9 years		4 years
Expected stock price volatility	20.88	%	21.0	%	17.41	%	17.41	%
Dividend yield	2.37	%	2.37	%	2.40	%	2.40	%

(Continued)

41

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 17 – RECOGNITION AND RETENTION PLAN

The Company maintains a recognition and retention plan for the benefits of directors and certain key employees of the Company. The plan is used to provide such individuals ownership interest in the Company in a manner designed to compensate such directors and key employees for services. The Company contributed sufficient funds to enable the stock based incentive plan to purchase a number of common shares in the open market equal to 4% of the common shares sold in connection with the conversion.

On July 2, 1999 a Committee of the Board of Directors awarded 449,650 shares to certain directors and officers of the Company. No shares had been previously awarded. One-fifth of such shares are earned and nonforfeitable on each of the first five anniversaries of the date of the awards. In the event of the death or disability of a participant or a change in control of the Company, the participant’s shares will be deemed to be entirely earned and nonforfeitable upon such date. During the year ended June 30, 2001, 36,640 shares were forfeited. At June 30, 2001 37,024 shares are available for grant. Compensation expense is based on the cost of the shares, which approximates fair value at the date of grant, and was $1,337 and $1,191 for 2001 and 2000.

NOTE 18 – OFF-BALANCE SHEET ACTIVITIES

Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

The contractual amount of financial instruments with off-balance-sheet risk was as follows at year end.

	2001				2000
	Fixed		Variable		Fixed		Variable
	Rate		Rate		Rate		Rate
Commitments to make loans
(at market rates)	$	19,606	$	4,441	$	6,311	$	6,954
Unused lines of credit and
letters of credit				41,861				34,471

(Continued)

42

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 18 - OFF-BALANCE SHEET ACTIVITIES (Continued)

Commitments to make loans are generally made for periods of 60 days or less. The fixed rate loan commitments have interest rates ranging from 6.25% to 10.50% and maturities ranging from 15 years to 30 years.

NOTE 19 – INTEREST RATE SWAPS

The Company has entered into several interest rate swap agreements to assume fixed interest payments in exchange for variable interest payments. The interest rate swaps, derivative instruments, are used by the Company to mitigate the Company’s overall risk to increases in interest rates during the life of the swaps and are a component of the Company’s asset liability management strategy in order to manage the risk of changes in interest rates and its impact on net interest margin. The notional amount of the interest rate swaps do not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the interest rate swap.

These interest rate swaps have been designated as cash flow hedges of certain FHLB advances and were determined to be fully effective during the year ended June 30, 2001. As such, the aggregate fair value of the swaps are recorded in other assets or other liabilities with changes in fair value recorded in other comprehensive income and no amount of ineffectiveness was included in net income. The fair value of the swaps in accumulated other comprehensive income would be reclassified to current earnings should the hedge no longer be considered effective. The hedge would become ineffective should the Company repay or alter the terms of the borrowings. The Company expects the hedge to remain fully effective during the remaining term of the swaps though the ability for the swap strategy to continue to have its value fully realized is additionally dependent upon the credit worthiness of the counter party. The loss recorded in other comprehensive income for the year ended June 30, 2001 totaled $7,994 and represented the decline in value of the instruments during the period.

Summary information about interest rate swaps at year-end follows.

	2001			2000
Notional amounts	$	140,000		$	10,000
Weighted average fixed rates		6.47	%		6.64	%
Weighted average variable rates		4.11	%		6.65	%
Weighted average maturity	4.8		years		4.6	years
Maximum remaining maturity		9.1	years		4.6	years
Market value at June 30	$	(7,994	)	$	19

(Continued)

43

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 20 – REGULATORY CAPITAL

The Bank is subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements.

Under Office of Thrift Supervision (“OTS”) regulations, limitations have been imposed on all capital distributions, including cash dividends. The regulation establishes a three-tiered system of restrictions, with the greatest flexibility afforded to thrifts which are both well-capitalized and given favorable qualitative examination ratings by the OTS.

The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required. The minimum requirements are:

	Capital to risk-
	weighted assets				Tier 1 capital
	Total		Tier 1		to average assets
Well capitalized	10	%	6	%	5	%
Adequately capitalized	8	%	4	%	4	%
Undercapitalized	6	%	3	%	3	%

(Continued)

44

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 20 – REGULATORY CAPITAL (Continued)

At year end, actual capital levels of the Bank and minimum required levels were:

	Actual				MinimumRequired ForCapital AdequacyPurposes				Minimum Required To Be Well CapitalizedUnder Prompt Corrective ActionRegulations
	Amount		Ratio		Amount		Ratio		Amount		Ratio
2001
Totalcapital(toriskweightedassets)	$	127,822	13.1	%	$	78,334	8.0	%	$	97,917	10.0	%
Tier1 capital (toriskweightedassets)	121,677		12.4			39,167	4.0			58,750	6.0
Tier 1 capital(toadjustedtotal assets)	121,677		7.9			61,271	4.0			76,589	5.0
Tangible capital (to adjustedtotal assets)	121,677		7.9			22,977	1.5
2000
Total capital(torisk weighted assets)	$	92,539	15.3	%	$	48,480	8.0	%	$	60,600	10.0	%
Tier1 capital (to risk weightedassets)		87,649	14.5			24,240	4.0			36,360	6.0
Tier 1 capital (toadjusted total assets)		87,649	8.8			40,063	4.0			50,078	5.0
Tangiblecapital(to adjustedtotal assets)		87,649	8.8			15,023	1.5

(Continued)

45

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 21 – FAIR VALUES OF FINANCIAL INSTRUMENTS

The following table shows the estimated fair value and the related carrying value of the Company’s financial instruments at June 30, 2001 and 2000:

	2001						2000
	Carrying Value			Estimated Fair Value			Carrying Value			Estimated Fair Value
Financial Assets
Cash andcashequivalents	$	29,549		$	29,549		$	13,421		$	13,421
Federalfunds sold		21,521			21,521			16,222			16,222
Securities available forsale		435,348			435,348			261,051			261,051
Loans held for sale		14,259			14,318			13,071			13,071
Loans receivable, net		996,586			1,018,697			705,066			697,478
Accrued interest receivable		9,274			9,274			4,767			4,767
Loan servicing rights		4,869			4,869			2,488			2,488
Financial Liabilities
Demand and savings deposits	$	(422,263	)	$	(422,263	)	$	(240,374	)	$	(240,374	)
Time deposits		(596,566	)		(601,790	)		(346,374	)		(347,986	)
Repurchaseagreements		(91,064	)		(92,800	)		(75,000	)		(74,233	)
FHLBadvances		(263,528	)		(265,916	)		(227,762	)		(234,526	)
Advances by borrowers
for taxes and insurance		(4,784	)		(4,784	)		(3,163	)		(3,163	)
Accrued interest payable		(3,475	)		(3,475	)		(1,930	)		(1,930	)
Interest rate swaps		(7,994	)		(7,994	)

The methods and assumptions used to estimate fair value are described as follows.

Carrying amount is the estimated fair value for cash and cash equivalents, federal funds sold, accrued interest receivable and payable, demand deposits, and advances by borrowers for taxes and insurance. Security fair values are based on market prices or dealer quotes, and if no such information is available, on the rate and term of the security and information about the issuer. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair value of loans held for sale is based on market quotes. Fair value of repurchase agreements and FHLB advances is based on current rates for similar financing. Fair value of servicing rights is based on an independent market valuation. The fair value of interest rate swaps is based on market prices or dealer quotes.

(Continued)

46

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 22– PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

Condensed financial information of First Place Financial Corp. follows:

CONDENSED BALANCE SHEET
June 30, 2001 and 2000

	2001		2000
ASSETS
Cash and cash equivalents	$	18,658	$	627
Interest-bearing deposits				16,000
Securities available for sale		17,889		24,536
Note receivable		10,237		8,393
Investment in subsidiaries		145,488		96,773
Other assets		2,045		3,232
Total assets	$	194,317	$	149,561
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accrued expenses and other liabilities	$	281	$	1,586
Shareholders’ equity	194,036			147,975
Total liabilities and shareholders’ equity	$	194,317	$	149,561

CONDENSED STATEMENTS OF INCOME
Years ended June 30, 2001, 2000 and period December 31, 1998
(inception of Company) through June 30, 1999

	2001			2000			1999
INCOME
Interest income	$	1,920		$	2,248		$	1,011
Dividend from bank		20,000			22,171			4,413
Total income		21,920			24,419			5,424
EXPENSES
Contribution to Foundation								8,026
Other expenses		549			171			167
Total expense		549			171			8,193
Income (loss) before income taxes		21,371			24,248			(2,769	)
Income tax (benefit) provision		872			654			(2,459	)
Income (loss) before undistributed
net earnings of subsidiaries		20,499			23,594			(310	)
Equity in undistributed net earnings of subsidiaries
(distributions in excess of earnings)		(14,185	)		(16,780	)		140
Net income (loss)	$	6,314		$	6,814		$	(170	)

(Continued)

47

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 22– PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION(Continued)

     CONDENSED STATEMENTS OF CASH FLOWS
Years ended June 30, 2001, 2000 and period December 31, 1998
(inception of Company) through June 30, 1999

	2001			2000			1999
Cash flows from operating activities
Net income (loss)	$	6,314		$	6,814		$	(170	)
Distributions in excess of earnings (equity in
undistributed earnings from subsidiaries)		14,185			16,780			(140	)
Net amortization		60			65			12
Change in deferred taxes		1,015
Contribution of common stock to Foundation								8,026
Change in other assets		25			14			(3,246	)
Change in other liabilities		(749	)		530			777
Net cash from operating activities		20,850			24,203			5,259
Cash flows from investing activities
Purchases of mortgage-backed securities								(29,259	)
Paydowns of mortgage-backed securities		2,489			2,889			648
Proceeds from sales of mortgage-backed securities		12,143
Proceeds from maturities of securities		10
Net (increase) in loans receivable		(199	)
Net cash received in merger		1
Change in interest bearing accounts		16,000			6,559			(22,559	)
Purchase of capital stock of subsidiary								(37,979	)
Change in loans to Bank		352			600			(8,993	)
Net cash from investing activities		30,796			10,048			(98,142	)
Cash flows from financing activities
Purchase of treasury stock		(28,922	)		(30,900	)
Cash dividends paid		(5,650	)		(2,791	)
Proceeds from stock options exercised		1,270
Proceeds from sale of stock								93,293
Dividends on unearned ESOP shares		(313	)		(343	)
Net cash from financing activities		(33,615	)		(34,034	)		93,293
Net change in cash and cash equivalents		18,031			217			410
Beginning cash and cash equivalents		627			410
Ending cash and cash equivalents	$	18,658		$	627		$	410

(Continued)

48

FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001, 2000 and 1999

NOTE 23 - CONSUMMATION OF THE CONVERSION TO A STOCK SAVINGS AND LOAN WITH THE CONCURRENT FORMATION OF A HOLDING COMPANY

On June 15, 1998, the Board of Directors of the Company unanimously adopted a plan of conversion to convert from a federally chartered mutual savings and loan company to a federally chartered stock savings and loan with the concurrent formation of a holding company, First Place Financial Corp. The conversion was consummated on December 31, 1998 by amending the thrift's federal charter and the sale of the Company's common shares in an amount equal to the market value of the Company after giving effect to the conversion. A total of 11,241,250 common shares of the Company were issued at $10.00 per share and net proceeds from the sale were $93.3 million after deducting the costs of conversion and the shares contributed to the Foundation.

The Company retained 50% of the net proceeds from the sale of common shares. The remainder of the net proceeds were invested in the capital stock issued by the Bank to the Company as a result of the conversion.

At the time of Conversion, the Company established a liquidation account which was equal to its regulatory capital as of the latest practicable date prior to the Conversion. In the event of a complete liquidation, each eligible depositor will be entitled to receive a distribution from the liquidation account in an amount proportionate to the current adjusted qualifying balances for the accounts then held.

In connection with the conversion, the Company established the First Federal of Warren Community Foundation. The Foundation was funded with a contribution of $8,026 of the Company's common stock at the date the conversion was consummated. The Foundation is dedicated to the promotion of charitable purposes within the communities in which the Company operates.

(Continued)

49

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 24 – EARNINGS PER SHARE

The factors used in the earnings per share computation follow.

		2001			2000			1999
Basic
	Net income (loss)	$	6,314		$	6,814		$	(170	)	(1)
	Weighted average common shares
	outstanding		12,823,084		10,275,179				11,241,250
	Less: Average unearned ESOP shares		(773,964	)		(834,075	)		(890,670	)
	Less: Average unearned RRP shares		(305,375	)		(404,685	)	—
	Average shares		11,743,745			9,036,419			10,350,580
	Basic earnings (loss) per common share	$	.54		$	.75		$	(.02	)
Diluted
	Net income (loss)	$	6,314		$	6,814		$	(170	)	(1)
	Weighted average common shares
	outstanding for basic earnings per
	common share		11,743,745			9,036,419			10,350,580
	Add: Dilutive effects of assumed
	exercises of stock options		39,984
	Average shares and dilutive potential
	common shares		11,783,729			9,036,419			10,350,580
Diluted earnings (loss) per common share		$	.54		$	.75		$	(.02	)

(1) Net (loss) since conversion

Stock options for 21,381 and 1,007,600 shares of common stock were not considered in computing diluted earnings per share for 2001 and 2000 because they were antidilutive.

(Continued)

50

FIRSTPLACE FINANCIALCORP.
NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
June 30, 2001, 2000and 1999

NOTE 25 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

	September 30		December 31			March 31		June 30
2001
Total interest income	$	19,001	$	20,010		$	30,090	$	28,917
Total interest expense		12,479		13,152			17,305		16,527
Net interest income		6,522		6,858			12,785		12,390
Provision for loan losses		300		1,505			658		662
Net interest income after
provision for loan losses		6,222		5,353			12,127		11,728
Total noninterest income		1,125		(3,011	)		2,431		2,475
Total noninterest expense		4,604		7,617			9,419		8,584
Income before income taxes		2,743		(5,275	)		5,139		5,619
Provision (benefit) for income taxes		849		(2,200	)		1,585		1,678
Net income (loss)	$	1,894	$	(3,075	)	$	3,554	$	3,941
Basic earnings (loss) per share	$	.21	$	(.34	)	$	.24	$	.28
Diluted earnings (loss) per share	$	.21	$	(.34	)	$	.24	$	.27
2000
Total interest income	$	13,399	$	13,999		$	14,415	$	16,693
Total interest expense		6,790		7,443			8,058		10,366
Net interest income		6,609		6,556			6,357		6,327
Provision for loan losses		169		214			222		1,689
Net interest income after
provision for loan losses		6,440		6,342			6,135		4,638
Total noninterest income		559		573			592		723
Total noninterest expense		3,485		3,684			3,660		5,061
Income before income taxes		3,514		3,231			3,067		300
Provision for income taxes		1,114		1,056			1,029		99
Net income	$	2,400	$	2,175		$	2,038	$	201
Basic and diluted earnings per share	$	0.24	$	0.23		$	0.26	$	0.02

(Continued)

51