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

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

COBANCORP INC.
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

COBANCORP INC.
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
(4) Proposed maximum aggregate value of transaction:

(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

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2
COBANCORP INC.
124 MIDDLE AVENUE
ELYRIA, OHIO 44035-5631
PHONE: (216) 329-8000
OR: (800) 522-3034

TO OUR SHAREHOLDERS:

On behalf of the Board of Directors and management, we cordially invite
you to attend the Annual Meeting of Shareholders of CoBancorp Inc. (the
"Corporation") to be held at the Ralph Neighbour Center of the Church of the
Open Door, 43275 Telegraph Road (Route 113 & West Ridge Road), Elyria, Ohio, on
Wednesday, April 20, 1994, at 11:00 a.m.

The notice of meeting and proxy statement accompanying this letter
describe the specific business to be acted upon.

In addition to the specific matters to be acted upon, there will be a
report on the operations of the Corporation and its wholly-owned subsidiary,
PREMIERBank & Trust. Directors and officers of the Corporation will be present
to respond to questions that shareholders may have.

It is important that your shares be represented at the meeting. Whether
or not you plan to attend in person, you are requested to mark, sign, date and
promptly return the enclosed proxy in the envelope provided.

Very truly yours,

/s/ Robert T. Bowman /s/ John S. Kreighbaum
Robert T. Bowman John S. Kreighbaum
Chairman President and
Chief Executive Officer

Elyria, Ohio
March 21, 1994

To the Shareholders of
CoBancorp Inc.

Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of CoBancorp Inc. (the "Corporation") will be convened at the Church
of the Open Door, 43275 Telegraph Road (Route 113 & West Ridge Road), Elyria,
Ohio, on Wednesday, April 20, 1994, at 11:00 a.m., for the following purposes:

1. To elect four (4) Class I directors to a three-year term, expiring at
the annual meeting in 1997, or until their successors are elected and
qualified.

2. To approve an amendment to the Corporation's Articles of
Incorporation to increase the number of shares which the Corporation
has authority to issue from 3,500,000 to 5,000,000.

3. To ratify the appointment of the firm of Ernst & Young to serve as
independent auditors for the Corporation for the year 1994.

4. To act upon such other matters as may properly come before the Annual
Meeting or any adjournments thereof. The Board of Directors is not
aware of any other business to come before the Annual Meeting.

Shareholders of record at the close of business on March 18, 1994, are the
only shareholders entitled to notice of and to vote at the Annual Meeting.

IMPORTANT: WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE
MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED, SELF-
ADDRESSED ENVELOPE AS PROMPTLY AS POSSIBLE. THlS WILL NOT PREVENT YOU
FROM VOTING IN PERSON IF YOU ARE PRESENT AT THE ANNUAL MEETING.

COBANCORP INC.
By order of the Board of Directors

By:

/s/ Lois E. Gunning
Lois E. Gunning
Corporate Secretary

Elyria, Ohio
March 21, 1994

COBANCORP INC.
124 MIDDLE AVENUE
ELYRIA, OHIO 44035-5631

PROXY STATEMENT

INFORMATION CONCERNING THE SOLICITATION

This proxy statement is furnished in connection with the solicitation of
proxies to be used at the Annual Shareholders' Meeting (the "Annual Meeting")
of CoBancorp Inc. to be held on April 20, 1994, and any adjournments thereof.
CoBancorp Inc. (hereinafter called the "Corporation") is a one-bank holding
company owning all of the stock of PREMIERBank & Trust (hereinafter called the
"Bank").

The solicitation of proxies in the enclosed form is made on behalf of the
Board of Directors of the Corporation. Whether or not you are able to attend in
person, it is important that your stock be represented at the Annual Meeting.
To make sure your shares are represented at the Annual Meeting, please vote on
each matter specified on the enclosed proxy card and return it dated and signed
in the enclosed prepaid envelope. The presence of a majority of the
outstanding shares of the Corporation's Common Stock in person or by proxy is
necessary to constitute a quorum of shareholders for all matters to be
considered at the Annual Meeting, other than the election of Directors. The
Corporation's Code of Regulations provides that shareholders present at a
meeting for election of directors constitute a quorum.

The cost of preparing, assembling and mailing the proxy material will be
borne by the Corporation. The Corporation does not intend to solicit proxies
otherwise than by use of the mails, but certain officers and regular employees
of the Corporation, or its subsidiary, without additional compensation, may use
their personal efforts, by telephone or otherwise, to obtain proxies. The proxy
materials are first being mailed to shareholders on or before April 1, 1994.

Unless revoked, the shares represented by proxies will be voted at the
Annual Meeting and all adjournments thereof. Proxies may be revoked by (i)
filing written notice thereof with the Secretary of the Corporation at the
address above; (ii) submitting a duly executed proxy bearing a later date; or
(iii) appearing at the Annual Meeting and giving the Secretary notice of your
intention to vote in person. However, your mere presence at the Annual Meeting
will not operate to revoke your proxy.

The enclosed proxy solicited hereby, if properly signed and returned to the
Corporation and not revoked prior to its use, will be voted in accordance with
the instructions contained therein. IF NO CONTRARY INSTRUCTIONS ARE GIVEN, EACH
PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3 AS SET FORTH HEREIN.

1
5
For the election of directors, a plurality of the votes cast shall be
sufficient to elect directors. For approval of the amendment to the Articles of
Incorporation increasing the authorized common stock, the vote of two-thirds of
the issued and outstanding shares is necessary. For the ratification of
external auditors, the affirmative vote of a majority of the shares represented
and voting at the meeting is required. Broker non-votes have no effect on the
vote for the election of directors.

For all proposals other than the election of directors, proxies marked as
abstaining will be treated as present at the Annual Meeting, but will not be
counted as voting in favor of such proposals. Accordingly, abstentions as to
these proposals will have the same effect as votes against adoption of these
proposals. Proxies returned by brokers as "non-votes" on behalf of shares held
in street name will also have the same effect as votes against the proposals
other than the election of directors.

SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

Shareholder proposals must be received at the Corporation's Main Office,
124 Middle Avenue, Elyria, Ohio 44035-5631, on or before November 21, 1994, to
be eligible for presentation at the 1995 Annual Meeting of Shareholders.

6
OUTSTANDING VOTING SECURITIES

Only shareholders of record at the close of business on March 18, 1994, are
entitled to vote at the Annual Meeting. On that day there were issued and
outstanding 3,274,085 shares of common stock. Each share of common stock is
entitled to one vote. In the event there are not sufficient votes for a quorum
or to approve any proposal at the time of this Annual Meeting, the Annual
Meeting may be adjourned in order to permit further solicitation of proxies.

The Bank will not vote shares of CoBancorp Inc. stock held by it in any
fiduciary capacity unless so directed by the principal involved.

BENEFICIAL OWNERSHIP

Persons and groups owning in excess of 5 percent of the Corporation's stock
are required to file certain reports regarding such ownership with the
Corporation and the Securities and Exchange Commission (the "SEC"). A person
who has or shares voting or investment power, or who has the right to acquire
ownership at any time within 60 days, is considered the beneficial owner of the
Corporation's stock.

Listed in the following table are those, as of February 28, 1994, who are
known to the Corporation to be the beneficial owner of more than five percent
(5%) of the Corporation's outstanding common stock, no par value per share, and
the number of shares owned by directors and executive officers as a group:

Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
- -----------------------------------------------------------------------------

Robert T. Bowman, Thomas P.
Haywood or Robert S. Cook
as Trustees
CoBancorp Inc. Employee
Stock Ownership Plan (ESOP)
124 Middle Avenue
Elyria, Ohio 44035 283,968 shares 8.68%

All directors and executive
officers as a group
(22 persons) 314,660 shares (1) 9.62%

<FN>
(1) Includes allocated vested shares held in Employer Stock Ownership Plan
(ESOP) and options which are exercisable within 60 days.

ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

Four directors will be elected at the Annual Meeting to serve for terms
of three years, expiring on the date of the annual meeting in 1997. Each
director elected will continue in office until a successor has been elected. If
any nominee is unable to serve, which the Board of Directors has no reason to
expect, the persons named in the accompanying proxy intend to vote for the
balance of those named and for a substitute nominee recommended by the Board of
Directors.

The names of the nominees for directors of the Corporation and the
names of directors of the Corporation whose terms of office will continue after
the Annual Meeting are listed in the following table.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH NOMINEE.

Shares Percentage of
of Stock Common
Name and Principal CoBancorp Inc. Beneficially Stock
Occupation for the Director Owned as of (no par value)
Past Five Years (1) Age Since February 28, 1994 Outstanding
- --------------------------------------------------------------------------------------------------

CLASS I

Nominees for Terms Ending in 1997

Theodore S. Altfeld 50 1988 8,003
Vice President 4,769 (4) (9)
EBM Group Corp.
(industrial supplies, steel
service center and scrap
recycling)

Robert S. Cook 59 1984 46,096 1.41%
Executive Vice President
R. W. Beckett Corporation
(manufacturer of oil burners)

Michael B. Duffin 45 1984 3,448
President and Treasurer 774 (4)
Duffin Manufacturing Company 133 (3) (9)
(manufacturer of screw machine
products)

James N. Johnson 68 1985 3,115
Vice President 264 (4) (9)
Harold Rorick Insurance, Inc.
Div. of Neale Phypers Corporation

CLASS II
Continuing Directors Whose Terms End in 1995

Garis F. Distelhorst 52 1988 4,457
President 1,970 (6) (9)
NACSCORP, Inc.
(Higher education book
and software distributor)

John S. Kreighbaum 47 1991 37,938 (2)(5)
President and 37,260 (4)
Chief Executive Officer 34 (8) 2.30%
CoBancorp Inc. and
PREMIERBank & Trust

Richard J. Stewart 65 1989 10,613
Chairman 1,249 (4)
Stewart Appliances, Inc. 566 (3) (9)

Richard A. Van Auken 59 1991 7,138 (3) (9)
President and
Chief Executive Officer
Jennings and Churella Construction Company

CLASS III
Continuing Directors Whose Terms End in 1996

Robert T. Bowman 68 1984 33,794 (2)
Chairman 20,044 (4) 1.65%
CoBancorp Inc. and
PREMIERBank & Trust

Maureen M. Cromling 45 1992 38 (9)
President and
Chief Executive Officer
Ross Environmental Services, Inc.

Thomas E. Haywood 44 1993 341
President and 111 (6) (9)
Chief Executive Officer
Brandau Jewelers, Inc.

Larry D. Jones 44 1993 359
President and 177 (7) (9)
Chief Executive Officer
Erie Shores Computer, Inc.

A. E. Szambecki 46 1992 240
President and 1,476 (7)
Chief Executive Officer 708 (6)
Hallrich, Inc. 354 (8)
(Pizza Hut restaurants) 397 (3) (9)

<FN>

(1) Except as otherwise indicated, there has been no change in principal occupation or employment during the past five years. Mr.
Kreighbaum joined CoBancorp Inc. and its subsidiary, PREMIERBank & Trust, as President in January 1991. Mr. Kreighbaum
most recently was the President and Chief Executive Officer of The Delaware County Bank, Delaware, Ohio from 1986
through 1990. Mr. Bowman was President and Chief Executive Officer of CoBancorp Inc. and PREMIERBank & Trust until he
became Chairman in 1991.

(2) Includes shares owned directly and options which are exercisable.

(3) Beneficially owned and held in street name.

(4) Owned by spouse.

(5) Includes allocated vested shares held in Employer Stock Ownership Plan (ESOP).

(6) Held as custodian for minor child(ren).

(7) Joint tenant with spouse.

(8) Owned by child(ren).

(9) Less than 1%.

DIRECTORS' FEES

During 1993, no salaries or fees were paid by CoBancorp Inc. to its
directors or executive officers. All of the directors and executive officers of
the Corporation are also directors and officers of the Bank. Directors of the
Bank received $400 for each board meeting attended. Non-officer directors of
the Bank received $200 for each committee meeting attended.

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE

The Board of Directors, which is responsible for the overall affairs of the
Corporation, conducts its business through meetings of the Board. The
Corporation's Board of Directors met seven times during fiscal year 1993. The
Corporation has no committees.

The Board of Directors of the Bank met twelve times for regularly scheduled
meetings. The Board of Directors of the Bank has a Loan Committee, an Audit
Committee, a Salary and Benefits Committee, a Nominating Committee, a
Facilities Committee, a CRA Committee, a Trust Committee and a CDC (Community
Development Corporation) Committee.

The Loan Committee met eleven times during the last fiscal year to consider
credit commitments and review the quality of the loan portfolio. Members of
the Loan Committee were Theodore S. Altfeld, Robert T. Bowman, Robert S. Cook,
Michael B. Duffin, John S. Kreighbaum and Richard A. Van Auken. Alternate
committee members were Garis F. Distelhorst, Richard J. Stewart and A. E.
Szambecki.

The Audit Committee met three times during the last fiscal year with the
Bank's and Corporation's independent accountants, Ernst & Young, to review the
previous fiscal year, scope of the audit and any additional items of importance
such as internal accounting procedures and controls. Members of the Audit
Committee were Theodore S. Altfeld, Michael B. Duffin, Larry D. Jones and James
N. Johnson.

The Salary and Benefits Committee met three times during the last fiscal
year. This committee recommends the basic wage and salary administration of the
Bank and reviews compensation arrangements and benefits for all officers of the
Bank. Committee members were Robert S. Cook, Garis F. Distelhorst, Michael B.
Duffin and Richard A. Van Auken.

The Nominating Committee meets as needed to identify potential candidates
for election to the Board of Directors. Nominating Committee members were
Robert T. Bowman, Maureen M. Cromling, Garis F. Distelhorst, James N. Johnson,
John S. Kreighbaum and A. E. Szambecki.

The Facilities Committee met four times in 1993. This committee is
responsible for long-range planning for the development of the physical
properties of the Corporation. Members of this committee were Robert T. Bowman,
Maureen M. Cromling, Garis F. Distelhorst, John S. Kreighbaum, A. E. Szambecki
and Richard A. Van Auken.

The CRA Committee met eleven times during 1993. This committee monitors and
coordinates the Bank's efforts to determine the community's banking needs,
develop products and services which meet those identified needs, market
products and services developed and ensure all individuals and segments of the
community are served in a non-discriminatory manner. Members of the committee
were Theodore S. Altfeld, Robert T. Bowman, Thomas E. Haywood, Larry D. Jones
and John S. Kreighbaum.

The Trust Committee met twelve times during 1993. This committee is
responsible for review of the internal investment and fees and acceptance
committees within the Trust Department. Members of the Trust Committee are
Robert T. Bowman, Thomas E. Haywood and Richard J. Stewart.

COMPENSATION OF EXECUTIVE OFFICERS

The following table is a summary of certain information concerning the
compensation awarded or paid to, or earned by, certain Bank Executive Officers
during each of the last two fiscal years.

SUMMARY COMPENSATION TABLE

Long-Term
Compensation All Other
Annual Compensation Awards Compensation
Name and Principal ------------------------- ------------ ------------
Position Year Salary($) Bonus($) Options(#) ($)
- --------------------- ---- --------- ------- ---------- ----------

10,338(1)
John S. Kreighbaum 1993 175,000 75,000 0 8,300(2)
President and Chief 1992 160,008 35,000 36,977(3) 9,399(1)
Executive Officer 1991 121,841 40,000 0 9,189(2)

Timothy W. Esson 1993 90,000 25,000 0 5,649(1)
Executive Vice 1992 76,008 15,000 13,866(3) 5,136(1)
President 1991 72,540 13,000 0 4,669(1)

James R. Bryden 1993 82,000 30,000 0 6,679(1)
Regional President 1992 82,008 13,000 13,866(3) 6,071(1)
North Central District 1991 78,600 12,000 0 5,520(1)

Kenneth E. Reiber 1993 93,000 8,000 0 36,775(1)
Senior Vice 1992 90,504 8,000 13,866(3) 33,432(1)
President/Senior Trust 1991 86,868 7,000 0 30,392(1)
Officer
<FN>
(1) As a result of the pension restatement, the Bank established an Executive Supplemental Income Plan (the "ESI") in 1985. All
officers of the Bank are covered by the ESI. The ESI was established to bring officer retirement to a more realistic level of
compensation. The cost is offset by proceeds from a life insurance contract of which the Bank is beneficiary.
(2) Includes director's fees and split-dollar insurance.
(3) Adjusted for a four-for-three stock split in February 1994, a four-for-three stock split in 1993 and a four percent stock
dividend in 1992.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES

Number of Unexercised
Options/SARs at Fiscal
Year-End(1) Value of Unexercised
(#) In-the-Money
Shares Acquired on Exercisable (E)/ Options/SARs at Fiscal
Name Exercise (#) Unexercisable (U) Year-End(2) ($)
- -------------------------------------------------------------------------------------------------------

John S. Kreighbaum -0- 36,977 (E) $366,812

Timothy W. Esson -0- 13,866 (E) $137,551

James R. Bryden -0- 13,866 (E) $137,551

Kenneth E. Reiber -0- 13,866 (E) $137,551

<FN>
(1) Adjusted for a four-for-three stock split in February 1994, a four-for-three stock split in 1993 and a four percent stock
dividend in 1992.
(2) Values are calculated by subtracting the exercise price from the fair market value of the stock as of year-end. For all
unexercised in-the-money options, the difference between the fair market value and the exercise price is $9.92.

SALARY AND BENEFITS COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Bank's compensation package for certain executive officers consists of
base salary, and, if applicable, awards under the CoBancorp Inc. Long-Term
Incentive Plan and discretionary performance bonuses. Amounts of the three
aforementioned types of compensation are determined by the Salary and Benefits
Committee of the Board of Directors. The Committee is composed entirely of
nonemployee directors who are "disinterested persons" under SEC regulations and
who have no "interlocking" relationship with the Corporation. The Committee is
of the belief that a strong link should exist between executive compensation and
the value delivered to shareholders. This link should be seen as enhanced
shareholder value and return as represented by positive return on assets (ROA)
and return on equity (ROE) trends. Additionally, it is the Committee's belief
that base salary should be carefully balanced with long- and short-range
financial and nonfinancial objectives.

15
Base Salary: Base salary levels are established by the Committee to be
competitive in the market in order to attract and retain qualified executives
and are designed to align the interests of the executives with the performance
of the Corporation and the return to the shareholders.

Long-Term Incentive Plan: The purpose of the Long-Term Incentive Plan is to
enable the Corporation to attract and retain officers and key employees of the
Corporation and any subsidiary and to provide such persons incentives and
rewards for performance. The Plan is designed to encourage such persons to
become owners of common stock of the Corporation to increase their interest in
the Corporation's long-term success, to provide incentive equity opportunities
that are competitive with other similarly situated corporations and to
stimulate employees by recognizing their achievements. The Plan provides for
grants of Incentive Stock Options, Nonqualified Stock Options, Performance
Awards and Restricted Stock to selected employees. There were no awards
granted during 1993.

Annual Performance Bonus: A discretionary bonus structure serves as an
additional component of the Bank's compensation package. Performance bonuses
were granted based upon criteria that include return on equity, return on
assets, enhancement of shareholder value, asset quality indicators and other
considerations that measure the performance of the Corporation.

Additionally, the compensation paid to the Chief Executive Officer (Mr. John
S. Kreighbaum) includes the compensation package components described above and
is formalized in an employment agreement which is more fully disclosed in
another section of this proxy statement. In reviewing Mr. Kreighbaum's
performance as President and Chief Executive Officer, the Salary and Benefits
Committee favorably considered Mr. Kreighbaum's performance relative to the
following factors (without, however, assigning any specific weights to such
factors): profitability, shareholder value, loan quality and performance,
branch structure, human resources, operating policies, systems and procedures,
strategic planning and Mr. Kreighbaum's community involvement and interaction.
The Committee seeks to establish compensation for Mr. Kreighbaum at a level
commensurate with the Bank's corporate performance, peer group competitors and
the individual officer's performance.

The following graphs highlight key shareholder value and performance
indicators over the past six years and were utilized, among other indicators,
by the Committee. Specific financial performance measurements are referenced in
the Corporation's 1993 Annual Report to Shareholders.

The following graph illustrates the changes in the year-end bid price of the
Corporation's common stock since December 31, 1988.

YEAR-END BID PRICE OF COBANCORP INC. COMMON STOCK FROM 1988 THROUGH 1993

1988 1989 1990 1991 1992 1993
------ ------ ------ ------ ------ ------

$8.75 $9.13 $8.93 $12.04 $14.48 $22.13

All amounts have been adjusted to reflect a four-for-three stock split in
February 1994, a four-for-three stock split in 1993, a four percent stock
dividend in 1992, a three percent stock dividend in 1991 and a five percent
stock dividend in 1989.

The following graph shows the net income of the Corporation since 1988.

NET INCOME FOR THE YEARS ENDED
DECEMBER 31, 1988 THROUGH
DECEMBER 31, 1993

1988 1989 1990 1991 1992 1993
------ ------ ------ ------ ------ ------

2,886,000 2,735,000 1,833,000 3,254,000 4,378,000 5,281,000

Salary and Benefits Committee

Richard A. Van Auken, Chairman Garis F. Distelhorst, Member
Robert S. Cook, Member Michael B. Duffin, Member

18
COBANCORP INC.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
COBANCORP INC., S&P 500 AND S&P BANKS COMPOSITE (WITH DIVIDENDS REINVESTED)

The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to CoBancorp Inc.'s shareholders during the
five-year period ended December 31, 1993, as well as an overall stock market
index (S&P 500) and CoBancorp Inc.'s peer group index (S&P Banks Composite).

1988 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ----

CoBancorp Inc. $100 $114 $111 $147 $186 $299
S&P 500 $100 $132 $128 $166 $179 $197
S&P Banks Composite $100 $123 $87 $142 $188 $207

<FN>
The stock performance graph assumes $100 was invested on January 1, 1989.

CONSULTING AGREEMENT

Effective February 1, 1992, Mr. Bowman and the Bank and the Corporation
entered into a Consulting Agreement (the "Consulting Agreement"), which
provides that he shall receive a consulting fee of $75,000 annually. Effective
February 1, 1994, the Bank and the Corporation extended this consulting
agreement for the period of one year. Termination of the Consulting Agreement
by the Bank or the Corporation would not prejudice Mr. Bowman's right to
receive the consulting fees referred to above, unless such termination is for a
"cause" as defined in the Consulting Agreement.

EMPLOYMENT AGREEMENTS

CoBancorp Inc. and PREMIERBank & Trust have separate employment agreements
with each of Messrs. Kreighbaum and Esson for their employment.

On November 16, 1990, the Corporation and the Bank entered into an
employment agreement with Mr. John S. Kreighbaum. The employment agreement
provides for a term of five years, commencing January 1, 1991. The agreement is
automatically extended (absent Board objection) for an additional year
commencing on January 1, 1994. The effect of this provision is that the
contract will then have a three-year term. Under the terms of his employment
agreement, Mr. Kreighbaum receives a base salary of $136,000 per year, subject
to annual adjustment by the Board of Directors of the Bank. Additionally, in
the event that (i) Mr. Kreighbaum is involuntarily terminated within two years
following a change in control of the Corporation, (ii) Mr. Kreighbaum
voluntarily terminates his employment for good reason within two years after a
change in control of the Corporation or (iii) Mr. Kreighbaum is terminated for
any reason other than cause, Mr. Kreighbaum will receive his base salary for
the remaining term of the agreement.

On December 31, 1993, the Corporation and the Bank entered into an
employment agreement with Mr. Timothy W. Esson. The employment agreement
provides for a term of two years, commencing December 31, 1993. The agreement
shall automatically extend (absent Board objection) for an additional year
commencing on December 31, 1994. The effect of this provision is that the
contract will then have a two-year term. Under the terms of his employment
agreement, Mr. Esson receives a base salary of $106,000 per year, subject to
annual adjustment by the Board of Directors of the Bank. Additionally, in the
event that (i) Mr. Esson is involuntarily terminated within two years following
a change in control of the Corporation, (ii) Mr. Esson voluntarily terminates
his employment for good reason within one year after a change in control of the
Corporation, Mr. Esson will received a payment equal to two years' base salary.
In the event Mr. Esson is terminated for any reason other than cause, Mr. Esson
will receive his base salary for the remaining term of the agreement.

20
PENSION PLAN

PREMIERBank & Trust's Pension Plan was restated as of February 1, 1985. The
Plan is a trusteed noncontributory defined benefit pension plan covering all
officers and employees who become eligible for entry in the plan upon the basis
of age and one year of service. Normal retirement is at 65 years of age and the
plan provides for benefit payments for life in the amount of 37.5 percent of
average monthly compensation plus 12.5 percent of such compensation in excess
of the maximum average monthly wage, as defined for the Social Security taxable
wage base, the total of which is reduced proportionately for less than 15 years
of credited service at normal retirement age.

DEFINED BENEFIT TABLE

Retirement benefits under the provisions of the Bank's retirement plan are
computed by a formula, the factors of which include compensation, years of
service and the Social Security taxable wage base.

Assuming the employee selects the normal form of benefit payable, the
following annual benefits are payable under the formula to an employee retiring
at such date in specified average compensation and years of service
classification:

Years of Credited Service
Career Average --------------------------------------------------------
Compensation(1) 10 20 30 35
- ------------------------------------------------------------------------------------------

$125,000 39,617 59,425 59,425 59,425
150,000 47,950 71,925 71,925 71,925
175,000 56,283 84,425 84,425 84,425
200,000 64,617 96,925 96,925 96,925
225,000 72,950 109,425 109,425 109,425
250,000 72,950 114,845 114,845 114,845
300,000 75,563 114,845 114,845 114,845
400,000 75,563 114,845 114,845 114,845
450,000 75,563 114,845 114,845 114,845
500,000 75,563 114,845 114,845 114,845

<FN>
(1) The average annual compensation includes the participants' salary and bonus. The years of credited service for individuals
listed in the Summary Compensation Table are three years for John S. Kreighbaum, thirteen years for Timothy W. Esson, seven years
for James R. Bryden and eight years for Kenneth E. Reiber.

21
PROPOSAL 2: PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

The Board of Directors of the Corporation approved subject to shareholder
approval an amendment to Article IV of the Corporation's Articles of
Incorporation increasing the authorized shares of Common Stock.

The Corporation is presently authorized by its Articles of Incorporation as
Amended to issue 3,500,000 shares of Common Stock with no par value. If the
proposed amendment to the Company's Articles of Incorporation is adopted, the
number of authorized Common Shares will be increased to 5,000,000 shares.

The Board of Directors believes it is desirable to have available additional
shares of Common Stock for general corporate purposes, none of which is known
or specifically planned at the present time. Such purposes may include future
financing transactions, employee benefit plans, stock dividends, stock splits
and other corporate purposes. The additional shares to be authorized would not
be subject to preemptive rights and could be issued to any person by the Board
of Directors at any time without shareholder approval. Such issuance might
dilute the voting power of existing shareholders.

The Articles of Incorporation and Code of Regulations of the Corporation
presently contain certain other provisions which may have the effect of
discouraging takeover attempts, such as (1) a provision that certain business
combinations involving the Corporation may not be consummated without the
approval of the holders of at least 75 percent of the voting power of the
Corporation, unless the transaction is approved by at least a majority of any
members of the Board; (2) the classification of the Board of Directors into
three classes, each of which has a term of three years with one class being
elected each year; and (3) certain other procedural provisions which may make
it more time-consuming to change majority control of the Board without its
consent.

APPROVAL OF THE PROPOSED AMENDMENT OF THE ARTICLES OF INCORPORATION WILL
REQUIRE THE AFFIRMATIVE VOTE OF TWO-THIRDS OF THE CORPORATION'S ISSUED AND
OUTSTANDING SHARES. THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSED
AMENDMENT IS IN THE BEST INTEREST OF THE CORPORATION AND ITS SHAREHOLDERS.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSED
AMENDMENT OF THE CORPORATION'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK.

22
PROPOSAL 3: RATIFICATION OF INDEPENDENT AUDITORS

The Board of Directors has reappointed Ernst & Young as independent
accountants to audit the financial statements of the Bank and the Corporation
and report to the Ohio Superintendent of Banks and the Board of Directors as
provided by Section 1115.12 of the Ohio Revised Code.

One or more members of the firm of Ernst & Young are expected to be present
at the Annual Meeting and will be available to respond to questions.

This appointment is being presented to the shareholders for ratification.

RATIFICATION OF ERNST & YOUNG AS THE CORPORATION'S INDEPENDENT AUDITORS
REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES REPRESENTED AND
VOTING AT THE MEETING.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF ERNST &
YOUNG AS THE CORPORATION'S INDEPENDENT AUDITORS.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

The Bank has had, and expects to have in the future, banking transactions in
the ordinary course of its business with directors, officers, principal
shareholders and their associates, on the same terms, including interest rates
and collateral on loans, as those prevailing at the time for comparable
transactions with others.

23
OTHER MATTERS

As of the date of this proxy statement, the Board of Directors is not
informed of any matters, other than those stated above, that may be brought
before the Annual Meeting. The persons named in the enclosed form of proxy or
their substitutes will vote with respect to any such matters in accordance with
their best judgment.

COBANCORP INC.

By:

/s/ Robert T. Bowman /s/ John S. Kreighbaum
Robert T. Bowman John S. Kreighbaum
Chairman President and
Chief Executive Officer

Elyria, Ohio
March 21, 1994

COBANCORP INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 1994

COBANCORP INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
124 MIDDLE AVENUE PROXY The undersigned hereby appoints Robert T. Bowman, Larry D. Jones and
ELYRIA, OHIO 44035 Maureen M. Cromling as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes them to represent and to vote as designated
below, all the shares of stock of COBANCORP INC. held of record by the
undersigned on March 18, 1994, at the Annual Meeting of Shareholders
to be held on April 20, 1994, or any adjournment thereof.

1. ELECTION OF FOUR (4) CLASS I DIRECTORS: THEODORE S. ALTELD MICHAEL B. DUFFIN
ROBERT S. COOK JAMES N. JOHNSON

/ / FOR ALL NOMINEES LISTED ABOVE (except as marked to the contrary below)

/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVE.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.

_____________________________________________________________________________

2. TO APPROVE AN AMENDMENT TO THE CORPORATION'S ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF SHARES WHICH THE CORPORATION HAS AUTHORITY TO ISSUE
FROM 3,500,000 TO 5,000,000 SHARES.

/ / FOR / / AGAINST / / ABSTAIN

3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG TO SERVE AS INDEPENDENT AUDITORS
FOR THE CORPORATION FOR FISCAL YEAR 1994.

/ / FOR / / AGAINST / / ABSTAIN

4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED DATED ___________________________ 1994.
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY PLEASE MARK, SIGN, DATE AND
WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. RETURN THE PROXY CARD
PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please sign exactly as name appears.
When shares are held by joint tenants,
both should sign. When signing as executor,
administrator, trustee or guardian, please Signature _____________________________
give full title. If a corporation, please
sign full corporate name by President or other
authorized officer. If a partnership, please
sign in partnership name by authorized person. Signature ____________________________

/ / I (we) will / / I (we) will not
be attending the Annual Meeting of
Shareholders on April 20, 1994.