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                                  EXHIBIT 99.1

                             LETTER TO SHAREHOLDERS

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Dear Shareholder:

        We are pleased to send you this Prospectus describing our newly adopted
Dividend Reinvestment and Stock Purchase Plan (the "Plan"), which replaces
CoBancorp Inc.'s Dividend Investment Plan.  Through the Plan, you may
automatically invest cash dividends that you receive on your shares of Common
Stock, no par value (the "Common Stock"), of CoBancorp Inc. (the "Company"), as
well as optional cash payments made by you under the Plan, in additional shares
of Common Stock.  The Company reserves the right to suspend, modify or terminate
the Plan at any time.

        If you elect to participate in the Plan, you will enjoy the following
benefits:

        *  You will pay no service charges or brokerage commissions for shares 
           of Common Stock purchased on your behalf under the Plan.

        *  Your dollars will be invested in full and fractional shares to four
           decimal places.

        *  Dividends are credited to your account on both full and fractional 
           shares.

        *  Your dividends will be invested quarterly and cash payments will be
           invested monthly.

        *  Your recordkeeping will be simplified since you will receive a 
           statement each time there is activity in your account.

        *  The shares of Common Stock purchased on your behalf under the Plan 
           will be held in safekeeping until termination of your participation 
           in the Plan, or until you request that a certificate be issued to 
           you.
 
        *  You may terminate your participation in the Plan at any time.

        The following pages of the Prospectus provide complete details of the
Plan in simple question and answer form.  We recommend that you review the
description of the Plan carefully and that you retain this Prospectus for future
reference.

        To enroll in the Plan, simply complete the enclosed Authorization Card
and return it in the enclosed postage-paid envelope.  You may enroll in dividend
reinvestment only (partial or whole), in optional cash payments only, or in
both.  If you do not participate in the Plan, you will continue to receive
checks for your dividends as they are declared and paid.

                                        Sincerely,


                                        John S. Kreighbaum
                                        President & Chief Executive Officer