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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 Dividend
Reinvestment and Stock Purchase Plan (the "Plan"), which has recently been
amended. 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.
 
     Participants in the Plan 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.
 
     If you are not enrolled in the Plan but wish to do so, 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 are already enrolled in the Plan, you
need not take any action to continue your participation in the Plan. If you do
not participate in the Plan, you will continue to receive checks for your
dividends as they are declared and paid.
 
     The recent amendment to the Plan merely changed the source of Common Stock
that will be purchased under the Plan. Prior to the amendment, purchases were
made directly from the Company when the closing sale price per share for Common
Stock was at or above tangible book value per share. As amended, purchases may
be made on the open market regardless of what the closing price is for shares of
Common Stock. The Company has instructed Registrar & Transfer Company, the
Company's agent for administering the Plan, to effect all purchases in the open
market unless otherwise instructed by the Company.
 
                                        Sincerely,
                                        LOGO
                                        John S. Kreighbaum
                                        President & Chief Executive Officer