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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[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)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] 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.
CORPORATE CENTER
1530 WEST RIVER ROAD NORTH
ELYRIA, OHIO 44035-2714
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 Lorain County Community College, Spitzer
Conferencing Center, 1005 North Abbe Road, Elyria, Ohio 44035, on Wednesday,
April 16, 1997 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 subsidiaries,
PREMIERBank & Trust and Jefferson Savings Bank. 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/ John S. Kreighbaum

John S. Kreighbaum
Chairman, President and
Chief Executive Officer

/s/ Timothy W. Esson

Timothy W. Esson
Executive Vice President
and Treasurer

Elyria, Ohio
March 14, 1997

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 Lorain
County Community College, Spitzer Conferencing Center, 1005 North Abbe Road,
Elyria, Ohio 44035, on Wednesday, April 16, 1997 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 2000, or until their successors are elected and
qualified.

2. To ratify the appointment of the firm of Ernst & Young LLP to serve as
independent auditors for the Corporation for the year 1997.

3. 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 12, 1997, 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. THIS 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 14, 1997
2

COBANCORP INC.
CORPORATE CENTER
1530 WEST RIVER ROAD NORTH
ELYRIA, OHIO 44035-2714

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 16, 1997, and any adjournments thereof.
CoBancorp Inc. (hereinafter called the "Corporation") is a bank holding company
owning all of the stock of PREMIERBank & Trust (hereinafter called the "Bank")
and Jefferson Savings Bank (hereinafter called "Jefferson").

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 subsidiaries, without additional compensation, may
use their personal efforts, by telephone or otherwise, to obtain proxies. The
proxy materials are being mailed to shareholders on or before March 18, 1997.

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 AND 2 AS SET FORTH HEREIN.

3
5

For the election of directors, a plurality of the votes cast shall be
sufficient to elect directors. For the ratification of external auditors and the
shareholder proposal, 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 headquarters,
Corporate Center, 1530 West River Road North, Elyria, Ohio 44035-2714, on or
before November 15, 1997, to be eligible for presentation at the 1998 Annual
Meeting of Shareholders.

OUTSTANDING VOTING SECURITIES

Only shareholders of record at the close of business on March 12, 1997, are
entitled to vote at the Annual Meeting. On that day there were issued and
outstanding 3,453,824 shares of common stock. Each share of common stock is
entitled to one vote. In the event that 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.

4
6

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 January 31, 1997, who are
known to the Corporation to be the beneficial owners 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. The
stock ownership of each director is set forth under the caption "Election of
Directors."

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

PREMIERBank & Trust
as Trustee
CoBancorp Inc. Employee
Stock Ownership Plan (ESOP)
Corporate Center
1530 West River Road North
Elyria, Ohio 44035-2714 226,144 shares 6.55%

All directors and executive
officers as a group
(16 people) 270,878 shares (1) 7.84%

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

ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

The four (4) directors of CoBancorp Inc. in Class I will be reelected at the
Annual Meeting, each for a term which will expire at the Annual Meeting in 2000.
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.

5
7

The names of the nominees for directors of the Corporation and the
continuing directors are listed in the following table.

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

Percentage of
Shares 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 January 31, 1997 Outstanding
- ----------------------------------------------------------------------------------------------------------------

CLASS I
Nominees for Terms Ending in 2000

Theodore S. Altfeld 53 1988 9,323 (9)
Vice President 5,307 (3)
EBM Group Corp.
(industrial supplies, steel
service center and scrap
recycling)

Robert S. Cook 62 1984 52,049 1.51%
Executive Vice President
R. W. Beckett Corporation
(manufacturer of oil burners)

Michael B. Duffin 48 1984 4,847 (9)
President 797 (3)
Duffin Manufacturing Company
(manufacturer of screw machine
products)

Thomas R. Miklich 49 1996 100 (9)
Chief Financial Officer
Invacare Corporation
(manufacturer of durable medical
equipment)

CLASS II
Continuing Directors Whose Terms End in 1998

Garis F. Distelhorst 55 1988 7,916 (9)
President and
Chief Executive Officer
NACSCORP
(Higher education book
and software distribution)

John S. Kreighbaum 50 1991 52,389 (2) (4) 2.66%
Chairman, President and 39,375 (3)
Chief Executive Officer 1 (7)
CoBancorp Inc.
Chairman and Chief
Executive Officer
PREMIERBank & Trust

Richard J. Stewart 68 1989 12,851 (9)
Chairman 1,384 (3)
Stewart Appliances, Inc.

Richard A. Van Auken 62 1991 8,942 (9)
President and
Chief Executive Officer
Jennings and Churella
Construction Company

7
9

CLASS III
Continuing Directors Whose Terms End in 1999

Maureen M. Cromling 48 1992 1,057 (9)
President and
Chief Executive Officer
Ross Environmental Services, Inc.

Timothy W. Esson 47 1996 38,459 (2) (4) 1.11%
Executive Vice President
and Treasurer
CoBancorp Inc.
President
PREMIERBank & Trust

Thomas E. Haywood 47 1993 378 (9)
President and 122 (5)
Chief Executive Officer
Brandau Jewelers, Inc.

Larry D. Jones 47 1993 448 (9)
President and 399 (6)
Chief Executive Officer
Erie Shores Computer, Inc.

A. E. Szambecki 49 1992 2,040 (9)
President and 2,680 (6)
Chief Executive Officer 364 (5)
Hallrich, Incorporated 364 (8)
(Pizza Hut restaurants)

8
10

(1) Mr. Kreighbaum was advanced to Chairman, President and Chief Executive
Officer of the Corporation and Chairman and Chief Executive Officer of
the Bank January 1, 1996, while Mr. Esson was elected President of the
Bank at that time also. There has been no other change in principal
occupation or employment during the past five years.
(2) Includes shares owned directly and options which are exercisable.
(3) Owned by spouse.
(4) Includes allocated vested shares held in Employee Stock Ownership Plan
(ESOP).
(5) Held as custodian for minor child(ren).
(6) Joint tenant with spouse.
(7) Owned by child(ren).
(8) Held in trust.
(9) Less than 1%.

9
11

DIRECTORS' FEES

During 1996, no salaries or fees were paid by CoBancorp Inc. to its
directors or executive officers. All of the directors, with the exception of Mr.
Thomas R. Miklich and executive officers of the Corporation are also directors
and officers of the Bank. Directors of the Bank received $600 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 eleven times during fiscal year 1996. The
Corporation has no committees other than the committee that administers the
Corporation's Long-Term Incentive Plan. Members of this committee were Robert S.
Cook, Michael B. Duffin and Richard A. Van Auken.

The Board of Directors of the Bank met fourteen times for regularly
scheduled meetings. The Board of Directors of the Bank has Audit, Board Affairs,
CRA, Facilities, Investment, Loan, Nominating, Salary and Benefits, and Trust
Committees.

The Audit Committee met five times during the last fiscal year with the
Bank's and Corporation's independent auditors, Ernst & Young LLP, 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 Michael B. Duffin, Chairperson, Thomas E. Haywood, Sharon L.
Herzer and Larry D. Jones.

The CRA Committee met three times during 1996. 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 Larry
D. Jones, Chairperson, Theodore S. Altfeld, Michael B. Duffin, Timothy W. Esson
and John S. Kreighbaum.

The Investment Committee met once during the year. This committee is
responsible for reviewing investment activity of the Bank. Members of this
committee were Thomas R. Miklich, Chairperson, Timothy W. Esson, John S.
Kreighbaum and Sharon L. Herzer.

10
12

The Loan Committee met twelve times during the last fiscal year to consider
credit commitments and to review the quality of the loan portfolio. Members of
the Loan Committee were Theodore S. Altfeld, Chairperson, Robert S. Cook,
Maureen M. Cromling, Timothy W. Esson, John S. Kreighbaum and Richard A. Van
Auken. Alternate committee members were Sharon L. Herzer and Richard J. Stewart.

The Salary and Benefits Committee met twice 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 Garis F. Distelhorst, Chairperson, Robert S. Cook, Thomas
R. Miklich and Jerry M. Wolf.

The Trust Committee met twelve times during 1996. This committee provides
guidance in such matters as trust investment practices and appropriate fee
structure. Members of the Trust Committee are Richard J. Stewart, Chairperson,
Timothy W. Esson and Sharon L. Herzer.

Mr. Miklich attended less than 75% of the combined total of the Board of
Directors and Investment Committee meetings during the last fiscal year.

The Board Affairs Committee, Facilities Committee and Nominating Committee
did not meet during the year.

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13

COMPENSATION OF EXECUTIVE OFFICERS

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

SUMMARY COMPENSATION TABLE

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

John S. Kreighbaum 1996 210,012 20,000 10,000 20,761(1)(3)
Chairman, President 1995 200,004 60,000 0 19,710(1)(3)
and Chief Executive Officer 1994 182,016 48,500 0 16,173(1)(3)

Timothy W. Esson 1996 150,000 20,000 5,000 14,520(1)(3)
Executive Vice President 1995 110,256 45,500 0 6,836(1)
and Treasurer 1994 106,008 34,506 11,466(2) 6,215(1)

James R. Bryden 1996 102,301 20,000 0 8,889(1)
Regional President/ 1995 94,008 38,200 0 8,081(1)
North Central District 1994 82,000 12,013 0 7,346(1)
PREMIERBank & Trust

Robert J. Scott 1996 102,773 7,500 0 810(1)
Senior Vice President 1995 98,808 20,000 0 736(1)
Director of Investment 1994 95,004 16,000 6,665(2) 3,718(1)
Management and Trust
Services - PREMIERBank &
Trust

<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) Adjusted for a three percent stock dividend in 1995.
(3) Includes director's fees.

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14

OPTION GRANTS IN LAST FISCAL YEAR

Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term
Individual Grants (10 years) (1)
- ------------------------------------------------------------------------------- ------------------------

Number
of % of Total
Securities Options
Underlying Granted to
Options/ Employees Exercise or
Granted In Fiscal Base Price Expiration
Name (#) Year ($/Share) Date 5% ($) 10% ($)
- ----------------------- -------------- ------------- -------------- ------------- ------------ -------------

John S. Kreighbaum 10,000 67% $19.69 05/05/2006 $123,850 $313,859

Timothy W. Esson 5,000 33% $19.69 05/05/2006 $61,925 $156,929

<FN>
The total number of shares granted to all officers as a group in 1996 was 15,000
shares.

(1) The dollar gains under these columns result from calculation assuming 5% and
10% growth rates as set by the SEC and are not intended to forecast future price
appreciation of common stock of the Corporation. The gains reflect a future
value based upon growth at these prescribed rates. The Corporation did not use
an alternative formula for a grant date valuation, an approach which would state
gains at present, and therefore, lower value. The Corporation is not aware of
any formula which will determine with reasonable accuracy a present value based
on future unknown or volatile factors. It is important to note that options have
value to the listed executive and to all option recipients ONLY IF THE STOCK
PRICE ADVANCES BEYOND THE GRANT DATE PRICE shown in the table during the
effective option period.

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

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

John S. Kreighbaum 0 38,086(E)(1) $367,530(3)
0 10,000(U) $18,100(5)

Timothy W. Esson 0 14,281(E)(1) $137,812(3)
0 11,466(E)(2) $0(4)
0 5,000(U) $11,050(5)

James R. Bryden 0 14,281(E)(1) $137,812(3)

Robert J. Scott 0 6,665(E)(2) $0(4)

<FN>
(1) Adjusted for a three percent stock dividend in 1995, four-for-three stock
splits in 1994 and 1993, and a four percent stock dividend in 1992.
(2) Adjusted for a three percent stock dividend in 1995.
(3) Values are calculated by subtracting the exercise price from the fair
market value of the stock as of year-end. The difference between the fair
market value and the exercise price is $9.65.
(4) Values are calculated by subtracting the exercise price from the fair
market value of the stock as of year-end. The difference between the fair
market value and the exercise price is a negative $0.59.
(5) Values are calculated by subtracting the exercise price from the fair
market value of the stock as of year-end. The difference between the fair
market value and the exercise price is $1.81.

SALARY AND BENEFITS COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Bank's compensation package for certain executive officers consists of
base salary and discretionary performance bonuses. Amounts 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.

Base Salary: Base salary levels are established by the Committee to be
competitive in the market in order to attract and retain qualified executives.

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.

Management Incentive Compensation Plan: The Management Incentive
Compensation Plan was adopted by the Board of Directors of the Corporation,
effective January 1, 1994, and was designed to promote shareholder interests
through the maximization of profitability of the Bank, consistent with the
Bank's policies. Bank performance is measured in terms of return on assets
(ROA). The Management Incentive Compensation Plan provides cash incentives for
those members of management who most directly affect the success and
profitability of the Bank and who cause the Bank to attain and sustain high
levels of performance based on safe and sound operating strategies.

The 1996 compensation paid to the Chairman and Chief Executive Officer (Mr.
John S. Kreighbaum) consisted of base salary and management incentive
compensation as described above. In reviewing Mr. Kreighbaum's performance as
Chairman and Chief Executive Officer, the Salary and Benefits Committee
favorably considered Mr. Kreighbaum's performance relative to a number of
factors (without, however, assigning any specific weights to such factors)
including but not limited to profitability, asset quality, earnings per share,
expansion and strategic positioning. 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.

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17
The following graph highlights performance over the last seven years.
Specific financial performance measurements are referenced in the Corporation's
1996 Annual Report to Shareholders.

NET INCOME FOR THE YEARS ENDED
DECEMBER 31, 1989 THROUGH
DECEMBER 31, 1996

YEAR ENDED DECEMBER 31
-------- ----------- ------------ ----------- ----------- ----------- ----------- ----------- -----------
1989 1990 1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ---- ---- ----

Net
Income $2,735,175 $1,832,892 $3,253,607 $4,377,796 $5,280,599 $5,685,696 $6,401,954 $7,132,392
-------- ----------- ------------ ----------- ----------- ----------- ----------- ----------- -----------

Salary and Benefits Committee

Garis F. Distelhorst, Chairperson Thomas R. Miklich, Member
Robert S. Cook, Member Jerry M. Wolf, Member

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, 1996, as well as an overall stock market index (S&P
500) and CoBancorp Inc.'s peer group index (S&P Banks Composite).

COBANCORP INC. VS. MARKET INDICES

---------------------------------- ----------- ----------- ---------- ----------- ----------- -----------
1/1/92 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
------ -------- -------- -------- -------- --------

COBANCORP INC. $100 $126 $203 $225 $193 $220
S&P 500 $100 $108 $118 $120 $165 $203
S&P BANKS COMPOSITE $100 $132 $145 $138 $220 $311
---------------------------------- ----------- ----------- ---------- ----------- ----------- -----------

The stock performance graph assumes $100 was invested on January 1, 1992.

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 is
automatically extended (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, or (ii) Mr. Esson voluntarily terminates
his employment for good reason within one year after a change in control of the
Corporation, Mr. Esson will receive 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.

18
20

PENSION PLAN

PremierBank & Trust's Pension Plan was amended and restated as of January 1,
1994, to comply with technical requirements of ERISA. 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. 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. 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 reduced proportionately for less
than 15 years of credited service plus 12.5 percent of such compensation in
excess of the maximum average monthly wage, as defined for the Social Security
taxable wage base, which is (reduced proportionately for less than 20 years of
credited service) at normal retirement age.

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 37,450 59,275 59,275 59,275
150,000 45,263 71,775 71,775 71,775
175,000 45,263 71,775 71,775 71,775
200,000 64,617 96,925 96,925 9,925
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 participant's salary and
bonus. The years of credited service for individuals listed in the
Summary Compensation Table are six years for John S. Kreighbaum,
sixteen years for Timothy W. Esson, four years for Robert J. Scott and
nine years for James R. Bryden.

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.

PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS

The Board of Directors has reappointed Ernst & Young LLP as independent
accountants to audit the financial statements of the Bank and the Corporation
and to report to the Ohio Superintendent of Banks and the Boards of Directors of
the Bank and the Corporation as provided by Section 1115.12 of the Ohio Revised
Code. One or more members of the firm of Ernst & Young LLP are expected to be
present at the Annual Meeting, will have an opportunity to make a statement if
desired, and will be available to respond to questions. This appointment is
presented to the shareholders for ratification. No determination has been made
as to what action the Board of Directors would take if the shareholders do not
ratify the appointment.

RATIFICATION OF ERNST & YOUNG LLP 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.

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/ John S. Kreighbaum
- ------------------------
John S. Kreighbaum
Chairman, President and
Chief Executive Officer

/s/ Timothy W. Esson
- ------------------------
Timothy W. Esson
Executive Vice President
and Treasurer

Elyria, Ohio
March 14, 1997

21
23

/ X / PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE COBANCORP INC.

FOR ALL
FOR WITHHOLD EXCEPT
ANNUAL MEETING OF SHAREHOLDERS 1. The election of four (4) | | | | | |
APRIL 16, 1997 Class I Directors | | | | | |
(except as marked to the
contrary below):
The undersigned hereby appoints Maureen M. Cromling, Garis F.
Distelhorst and Larry D. Jones as Proxies, each with the power THEODORE S. ALTFELD, ROBERT S. COOK,
to appoint his or her substitute, and hereby authorizes them MICHAEL B. DUFFIN AND THOMAS R. MIKLICH
to represent and to vote as designated below, all the shares
of stock of COBANCORP INC. held of record by the undersigned INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
on March 12, 1997, at the Annual Meeting of Shareholders to INDIVIDUAL NOMINEE, MARK "FOR ALL EXCEPT" AND WRITE THAT
be held on April 16, 1997, or any adjournments thereof. NOMINEE'S NAME IN THE SPACE PROVIDED.

--------------------------------------------------------------
- --------------------------------------------------------------
| | FOR AGAINST ABSTAIN
| | 2. To ratify the appointment of | | | | | |
| | the firm of Ernst & Young LLP | | | | | |
| | to serve as independent
| | auditors for the Corporation
| | for the year 1997.
| |
| | 3. To act upon such other matters | | | | | |
| | as may properly come before | | | | | |
| | the Annual Meeting or any
- -------------------------------------------------------------- adjournments thereof.
-----------------------
Please be sure to sign and date | Date |
this Proxy in the box below. | | Please sign exactly as your
- -------------------------------------------------------------| name appears on this card. When
| | shares are held by joint tenants,
| | both should sign. When signing as
| | attorney, executor, administrator,
| | trustee or guardian, please so
| | indicate.
- ---Shareholder sign above-----Co-holder (if any) sign above---

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.

COBANCORP INC.
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PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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