EXHIBIT 99.2   DRAFT GIFT INSTRUMENT TO FIRST FEDERAL OF WARREN COMMUNITY
               FOUNDATION

 
                                GIFT INSTRUMENT
                            CHARITABLE GIFT TO THE
                 FIRST FEDERAL OF WARREN COMMUNITY FOUNDATION

     First Place Financial Corp., Warren, Ohio (the "Company"), desires to make
a gift of its common stock, par value $.01 per share to the First Federal of
Warren Community Foundation (the "Foundation"), a nonprofit corporation
organized under the laws of the State of Delaware. The purpose of the donation
is to establish a bond between the Company and the community in which it and its
affiliates operate to enable the community to share in the potential growth and
success of the Company and its affiliates over the long term. To that end, the
Company now gives, transfers, and delivers to the Foundation
________________________ shares of its common stock, par value $.01 per share,
or total consideration of $__________, subject to the following conditions:

     1. The Foundation will use the donation solely for charitable purposes,
including community development, in the communities in which the Company and its
affiliates operate in accordance with the provisions of the Foundation's
Certificate of Incorporation.

     2. Consistent with the Company's intent to form a long-term bond between
the Company and the community, the amount of Common Stock that may be sold by
the Foundation in any one year shall not exceed 5% of the market value of the
assets held by the Foundation, except that this restriction will not prohibit
the board of directors of the Foundation from selling a greater amount of Common
Stock in any one year if the board of directors of the Foundation determines
that the failure to sell a greater amount of the Common Stock held by the
Foundation would: (a) result in a long-term reduction of the value of the
Foundation's assets relative to their then current value that would jeopardize
the Foundation's capacity to carry out its charitable purposes; or (b) otherwise
jeopardize the Foundation's tax-exempt status.

     3. The Common Stock contributed to the Foundation by the Company shall, for
so long as such shares are held by the Foundation, be considered by the Company
to be voted in the same ratio as all other shares of Common Stock of the Company
which are voted on each and every proposal considered by stockholders of the
Company, provided, however, that if this Condition No. 3 is waived by the Office
of Thrift Supervision pursuant to Office of Thrift Supervision Order No. ______,
dated ___________, 1998 (a copy of which is attached hereto), then this
Condition No. 3 shall become void and of no effect.

Dated:_________, 1998               _______________________
 
                              By:   _____________________
                                    Steven R. Lewis
                                    President and
                                    Chief Executive Officer