Wood Bancorp Inc – ‘8-K’ for 12/16/98

As of:  Thursday, 12/31/98   ·   For:  12/16/98   ·   Accession #:  914317-98-759   ·   File #:  0-22034

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        53    197K 
 2: EX-10       Material Contract                                     18     62K 
 3: EX-99       Miscellaneous Exhibit                                  4     11K 

8-K   —   Current Report
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
 Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 1998 

WOOD BANCORP, INC.
--------------------------------------------------------------------------------

(Exact name of registrant as specified in its charter)

Delaware                         0-22034                     34-1742860 
--------------------------------------------------------------------------------

(State or other               (Commission File Number)         (IRS Employer    
jurisdiction of                                               Identification    
incorporation)                                                     No.)         

124 East Court, Bowling Green, Ohio                         43402-2259          
--------------------------------------------------------------------------------

(Address of principal executive offices)                     (Zip Code)         

Registrant's telephone number, including area code (419) 352-3502               

 N/A
--------------------------------------------------------------------------------

(Former name or former address, if changed since last report.)

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Forward-Looking Statements                                    

         Statements contained in Exhibit 99 that are not historical facts may be
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange  Act of 1934 and Section 27A of the  Securities  Act of 1933.  Further,
such statements are subject to important factors that could cause actual results
to differ materially from those in Exhibit 99, including the following: regional
and national  economic  conditions;  changes in levels of market interest rates;
credit risks of real estate,  consumer and other lending activities;  regulatory
factors (including  regulatory approval of the acquisition);  and the ability to
achieve synergies in the acquisition.                                           

Item 5.           Other Events.                                                 

         On December 17, 1998,  Wood Bancorp,  Inc., a Delaware  corporation and
Sky Financial  Group,  Inc., an Ohio  corporation,  issued a joint press release
announcing the execution of an Agreement and Plan of Merger dated as of December
16, 1998 by and between Sky Financial and the Company (the "Merger Agreement"). 

         Attached  hereto as  Exhibit 2 is the  Merger  Agreement,  the terms of
which are incorporated by reference.                                            

         Attached  hereto as  Exhibit  10 is the Stock  Option  Agreement  dated
December 16, 1998, the terms of which are incorporated by reference.            

         Attached hereto as Exhibit 99 is the joint press release announcing the
Merger Agreement, the terms of which are incorporated by reference.             

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Item 7.           Financial Statements and Exhibits                             

(c) Exhibits                                                  

Exhibit                                                                         
Number                                      Description                         
------                                      -----------                         

2         Agreement  and Plan of Merger,  dated as of December 16, 1998,  by and
between Sky Financial Group, Inc. and Wood Bancorp, Inc.    

10        Stock Option Agreement, dated as of December 16, 1998.                

99        Joint Press Release, dated December 17, 1998.                         

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                                  SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.                                           

                          WOOD BANCORP, INC.

Date: December 30, 1998                By: /s/ Richard L. Gordley               
                              ----------------------
                        Richard L. Gordley
                                           President and Chief Executive Officer

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WOOD BANCORP, INC.

 EXHIBIT INDEX

Exhibit                                                                         
Number                                      Description                         
------                                      -----------                         

2         Agreement  and Plan of Merger,  dated as of December 16, 1998,  by and
between Sky Financial Group, Inc. and Wood Bancorp, Inc.    

10        Stock Option Agreement, dated as of December 16, 1998.                

99        Joint Press release, dated December 17, 1998.                         

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 EXHIBIT 2

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AGREEMENT AND PLAN OF MERGER

 dated as of

 December 16, 1998

by and between

 SKY FINANCIAL GROUP, INC.

 and

WOOD BANCORP, INC.

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 TABLE OF CONTENTS

                                                                            Page
                                                                            ----

RECITALS ...............................................................     1  

 ARTICLE I Certain Definitions
   1.01 Certain Definitions ..........................................     1

 ARTICLE II The Merger
   2.01 The Parent Merger ............................................     7
   2.02 The Subsidiary Merger ........................................     7
   2.03 Certificate of Merger ........................................     7
   2.04 Effective Date and Effective Time ............................     7

ARTICLE III Consideration; Exchange Procedures
   3.01 Merger Consideration .........................................     8
   3.02 Rights as Stockholders; Stock Transfers ......................     8
   3.03 Fractional Shares ............................................     9
   3.04 Exchange Procedures ..........................................     9
   3.05 Anti-Dilution Provisions .....................................    10
   3.06 Options ......................................................    10

ARTICLE IV Actions Pending Acquisition
   4.01 Forebearances of WBI. ........................................    11
   4.02 Forebearances of SFG. ........................................    13

ARTICLE V Representations and Warranties
   5.01 Disclosure Schedules .........................................    14
   5.02 Standard .....................................................    15
   5.03 Representations and Warranties of WBI ........................    15
   5.04 Representations and Warranties of SFG ........................    25

ARTICLE VI Covenants
   6.01 Reasonable Best Efforts ......................................    31
   6.02 Stockholder Approvals ........................................    31
   6.03 Registration Statement .......................................    32
   6.04 Press Releases ...............................................    33
   6.05 Access; Information ..........................................    33

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   6.06 Acquisition Proposals ........................................    34
   6.07 Affiliate Agreements .........................................    34
   6.08 Takeover Laws ................................................    34
   6.09 Certain Policies .............................................    34
   6.10 NASDAQ  Listing ..............................................    35
   6.11 Regulatory Applications ......................................    35
   6.12 Indemnification ..............................................    35
   6.13 Benefit Plans  ...............................................    36
   6.14 Notification of Certain Matters ..............................    38
   6.15 Dividend Coordination ........................................    38
   6.16 Board Representation .........................................    38
   6.17 Separate Division ............................................    38

ARTICLE VII Conditions to Consummation of the Merger
   7.01 Conditions to Each Party's Obligation to Effect the Merger....    38
   7.02 Conditions to Obligation of WBI ..............................    39
   7.03 Conditions to Obligation of SFG ..............................    40

ARTICLE VIII Termination
   8.01 Termination ..................................................    41
   8.02 Effect of Termination and Abandonment ........................    42

ARTICLE IX Miscellaneous
   9.01 Survival  ....................................................    43
   9.02 Waiver; Amendment  ...........................................    43
   9.03 Counterparts .................................................    43
   9.04 Governing Law ................................................    43
   9.05 Expenses .....................................................    43
   9.06 Notices ......................................................    43
   9.07 Entire Understanding; No Third Party Beneficiaries ...........    44
   9.08 Interpretation; Effect .......................................    45
   9.09 Waiver of Jury Trial .........................................    45

EXHIBIT A     Form of Stock Option Agreement                                    
EXHIBIT B     Form of WBI Affiliate Agreement                                   

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         AGREEMENT  AND PLAN OF  MERGER,  dated as of  December  16,  1998 (this
"Agreement"),  by and  between Sky  Financial  Group,  Inc.  ("SFG")  and,  Wood
Bancorp, Inc.                                                                   
("WBI").                                                                        

RECITALS

         A. WBI. WBI is a Delaware  corporation,  having its principal  place of
business in Bowling Green, Ohio.                                                

         B. SFG.  SFG is an Ohio  corporation,  having  its  principal  place of
business in Bowling Green, Ohio.                                                

         C. Stock Option  Agreement.  As an inducement to the willingness of SFG
to continue  to pursue the  transactions  contemplated  by this  Agreement,  WBI
intends  to grant to SFG an option  pursuant  to a stock  option  agreement,  in
substantially the form of Exhibit A.                                            

         D.  Intentions  of the Parties.  It is the  intention of the parties to
this Agreement that the business  combinations  contemplated hereby be accounted
for under the "pooling-of-interests"  accounting method and that each be treated
as a  "reorganization"  under  Section 368 of the Internal  Revenue Code of 1986
(the "Code").                                                                   

         E. Board Action.  The respective Boards of Directors of each of SFG and
WBI  have  determined  that it is in the  best  interests  of  their  respective
companies  and  their   stockholders   to  consummate  the  strategic   business
combinations provided for herein.                                               

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants,  representations,  warranties  and  agreements  contained  herein the
parties agree as follows:                                                       

 ARTICLE I

 Certain Definitions

         1.01  Certain  Definitions.  The  following  terms  are  used  in  this
Agreement with the meanings set forth below:                                    

          "Acquisition  Proposal" means any tender or exchange  offer,  proposal
     for a merger,  consolidation or other business combination involving WBI or
     any of its Subsidiaries or any proposal or offer to acquire in any manner a
     substantial  equity interest in, or a substantial  portion of the assets or
     deposits of, WBI or any of its  Subsidiaries,  other than the  transactions
contemplated by this Agreement.                                       

          "Agreement" means this Agreement,  as amended or modified from time to
time in accordance with Section 9.02.                                 

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 "Agreement to Merge" has the meaning set forth in Section 2.02.

         "Average  NASDAQ  Closing  Price" has the  meaning set forth in Section
8.01(e)l                                                                        

"Code" means the Internal Revenue Code of 1986, as amended.   

         "Compensation  and Benefit  Plans" has the meaning set forth in Section
5.03(m).                                                                        

"Consultants" has the meaning set forth in Section 5.03(m).   

"Costs" has the meaning set forth in Section 6.12(a).         

"DGCL" means the Delaware General Corporation Law.            

"DSS" means the Delaware Secretary of State.                  

"Directors" has the meaning set forth in Section 5.03(m).     

  "Disclosure Schedule" has the meaning set forth in Section 5.01.

         "Dissenting  Shares"  means any  shares of WBI  Common  Stock held by a
holder who properly  demands and perfects  appraisal rights with respect to such
shares in accordance with Section 262 of the DGCL.                              

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.                                                                        

 "ERISA Affiliate" has the meaning set forth in Section 5.03(m).

     "Effective Date" means the date on which the Effective Time occurs.

         "Effective  Time" means the effective  time of the Merger,  as provided
for in Section 2.04.                                                            

"Employees" has the meaning set forth in Section 5.03(m).     

         "Environmental  Laws"  means all  applicable  local,  state and federal
environmental,  health  and  safety  laws and  regulations,  including,  without
limitation,  the  Resource  Conservation  and Recovery  Act,  the  Comprehensive
Environmental  Response,  Compensation,  and Liability Act, the Clean Water Act,
the Federal Clean Air Act, and the  Occupational  Safety and Health Act, each as
amended, regulations promulgated thereunder, and state counterparts.            

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
and the rules and regulations thereunder.                                       

"Exchange Agent" has the meaning set forth in Section 3.04.   

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"Exchange Fund" has the meaning set forth in Section 3.04.  

"Exchange Ratio" has the meaning set forth in Section 3.01. 

          "FFB" means First  Federal  Bank, a federal  savings  association  and
wholly-owned subsidiary of WBI.                                                 

     "FFIEC" means Federal Financial Institutions Examination Committee.

          "Governmental  Authority"  means any court,  administrative  agency or
commission  or  other  federal,   state  or  local  governmental   authority  or
instrumentality.                                                                

"IRS" has the meaning set forth in Section 5.03(m).         

     "Indemnified Party" has the meaning set forth in Section 6.12(a).

    "Insurance Amount" has the meaning set forth in Section 6.12(b).

          "Lien"  means  any  charge,   mortgage,   pledge,  security  interest,
restriction, claim, lien, or encumbrance.                                       

          "MAB" means Mid American  National  Bank & Trust  Company,  a national
banking association and wholly-owned subsidiary of SFG.                         

"MAB Board" means the Board of Directors of MAB.            

          "Material  Adverse  Effect"  means,  with  respect to SFG or WBI,  any
effect that (i) is material and adverse to the  financial  position,  results of
operations or business of SFG and its  Subsidiaries  taken as a whole or WBI and
its Subsidiaries taken as a whole, respectively, or (ii) would materially impair
the ability of either SFG or WBI to perform its obligations under this Agreement
or otherwise  materially  threaten or materially  impede the consummation of the
Merger and the other  transactions  contemplated  by this  Agreement;  provided,
however,  that Material Adverse Effect shall not be deemed to include the impact
of (a) changes in thrift,  banking and similar laws of general  applicability or
interpretations  thereof by courts or governmental  authorities or other changes
affecting  depository  institutions  generally,  including  changes  in  general
economic  conditions and changes in prevailing  interest and deposit rates,  (b)
any  modifications or changes to valuation  policies and practices in connection
with the Merger or restructuring charges taken in connection with the Merger, in
each case in accordance  with  generally  accepted  accounting  principles,  (c)
changes  resulting  from  expenses  (such as legal,  accounting  and  investment
bankers'  fees) incurred in connection  with this Agreement or the  transactions
contemplated  herein,  and (d) actions or  omissions  of a party which have been
waived in accordance with Section 9.02 hereof.                                  

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"Merger" has the meaning  set forth in Section 2.02.        

     "Merger Consideration" has the meaning set forth in Section 2.01.

      "Multiemployer Plan" has the meaning set forth in Section 5.03(m).

"NASD" means The National Association of Securities Dealers.

          "NASDAQ" means The NASDAQ Stock Market, Inc.'s National Market System.

          "New  Certificate"  has the meaning  set forth in Section  3.04."OGCL"
means the Ohio General Corporation Law.                                         

          "OSS " means  the  Office  of the  Secretary  of State of the State of
Ohio.                                                                           

"Old Certificate" has the meaning set forth in Section 3.04.

"PBGC" means the Pension Benefit Guaranty Corporation.      

"Parent Merger" has the meaning set forth in Section 2.01.  

"Pension Plan" has the meaning set forth in Section 5.03(m).

          "Person"  means  any  individual,   bank,  corporation,   partnership,
association, joint-stock company, business trust or unincorporated organization.

"Plans" has the meaning set forth in Section 5.03(m).       

          "Previously  Disclosed" by a party shall mean information set forth in
its Disclosure Schedule.                                                        

 "Proxy/Prospectus" has the meaning set forth in Section 6.03.

"Proxy Statement" has the meaning set forth in Section 6.03.

       "Registration Statement" has the meaning set forth in Section 6.03.

        "Regulatory Authority" has the meaning set forth in Section 5.03(i).

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   "Replacement Option" has the meaning set forth in Section 3.06.

          "Representatives"  means,  with respect to any Person,  such  Person's
     directors,   officers,  employees,  legal  or  financial  advisors  or  any
representatives of such legal or financial advisors.                  

"Resulting Bank" has the meaning set forth in Section 2.02. 

          "Rights" means, with respect to any Person,  securities or obligations
convertible  into or exercisable or  exchangeable  for, or giving any person any
right to subscribe for or acquire, or any options, calls or commitments relating
to, or any stock  appreciation  right or other  instrument the value of which is
determined  in whole or in part by  reference  to the market  price or value of,
shares of capital stock of such person.                                         

"SEC" means the Securities and Exchange Commission.         

      "SFG" has the meaning set forth in the preamble to this Agreement.

"SFG Board" means the Board of Directors of SFG.            

          "SFG  Common  Stock"  means the common  stock,  without  par value per
share, of SFG.                                                                  

   "SFG SEC Documents" has the meaning set forth in Section 5.04(g).

        "SFG Stock" means the SFG Common Stock and SFG serial preferred stock.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations thereunder.                                               

    "Stock Option Agreement" has the meaning set forth in Recital C.

          "Subsidiary" and "Significant  Subsidiary" have the meanings  ascribed
to them in Rule 1-02 of Regulation S-X of the SEC.                              

  "Subsidiary Merger" has the meaning set forth in Section 2.02.

  "Takeover Laws" has the meaning set forth in Section 5.03 (o).

          "Tax" and "Taxes" means all federal,  state,  local or foreign  taxes,
charges,  fees, levies or other  assessments,  however  denominated,  including,
without limitation,  all net income, gross income, gains, gross receipts, sales,
use, ad valorem, goods and services, capital, production,  transfer,  franchise,
windfall  profits,  license,  withholding,   payroll,  employment,   disability,
employer health, excise,  estimated,  severance,  stamp,  occupation,  property,
environmental,  unemployment or other taxes, custom duties, fees, assessments or
charges of any kind                                                             

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whatsoever,  together with any interest and any  penalties,  additions to tax or
additional amounts imposed by any taxing authority whether arising before, on or
after the Effective Date.                                                       

          "Tax  Returns"  means  any  return,  amended  return  or other  report
(including  elections,  declarations,   disclosures,  schedules,  estimates  and
information returns) required to be filed with respect to any Tax.              

          "Treasury  Stock" shall mean shares of WBI Stock held by WBI or any of
its Subsidiaries or by SFG or any of its  Subsidiaries,  in each case other than
in a fiduciary  capacity or as a result of debts  previously  contracted in good
faith.                                                                          

      "WBI" has the meaning set forth in the preamble to this Agreement.

 "WBI Affiliate" has the meaning set forth in Section 6.07(a).

"WBI Board" means the Board of Directors of WBI.            

"WBI By-Laws" means the By-Laws of WBI.                     

    "WBI Certificate" means the Certificate of Incorporation of WBI.

          "WBI Common Stock" means the common  stock,  par value $.01 per share,
of WBI.                                                                         

 "WBI Employees" has the meaning set forth in Section 6.13(b).

"WBI Meeting" has the meaning set forth in Section 6.02.    

          "WBI Preferred  Stock" means the preferred  stock,  par value $.01 per
share, of WBI.                                                                  

     "WBI SEC Documents" has the meaning set forth in Section 5.03(g).

"WBI Stock" means WBI Common Stock and WBI Preferred Stock. 

  "WBI Stock Option"  has the meaning set forth in Section 3.06.

          "WBI Stock Plans" means the option plans and agreements of WBI and its
Subsidiaries  pursuant  to  which  rights  to  purchase  WBI  common  stock  are
outstanding immediately prior to the Effective Time.                            

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ARTICLE II

The Merger

         2.01 The Parent Merger. At the Effective Time, WBI shall merge with and
into SFG (the "Parent Merger"),  the separate  corporate  existence of WBI shall
cease and SFG shall  survive and continue to exist as an Ohio  corporation.  SFG
may at any time prior to the  Effective  Time change the method of effecting the
Merger (including, without limitation, the provisions of this Article II) if and
to the extent it deems such change to be  necessary,  appropriate  or desirable;
provided,  however,  that no such change shall (i) alter or change the amount or
kind of  consideration  to be issued to holders of WBI Stock as provided  for in
this  Agreement (the "Merger  Consider  ation"),  (ii) adversely  affect the tax
treatment  of  WBI's   stockholders   as  a  result  of  receiving   the  Merger
Consideration  or the Merger  qualifying for  "pooling-of-interests"  accounting
treatment or (iii) materially  impede or delay  consummation of the transactions
contemplated by this Agreement.                                                 

         2.02 The Subsidiary  Merger. At the time specified by WBI or MAB in its
notice of  consummation  to the  Comptroller of the Currency (which shall not be
earlier  than  the  Effective  Time),  FFB  shall  merge  with and into MAB (the
"Subsidiary  Merger")  pursuant  to an  agreement  to merge (the  "Agreement  to
Merge")  to be  executed  by FFB  and MAB  and  filed  with  the  Office  of the
Comptroller of the Currency.  Upon  consummation of the Subsidiary  Merger,  the
separate  corporate  existence  of FFB shall  cease and MAB  shall  survive  and
continue to exist as a national banking  association (MAB, as the resulting bank
in the Subsidiary  Merger,  sometimes being referred to herein as the "Resulting
Bank"). SFG may, at any time prior to the Effective Date, convert the charter of
MAB to an Ohio state-chartered bank, in its sole discretion.  In such event, the
Subsidiary Merger will be implemented in accordance with applicable Ohio banking
laws. (The Parent Merger and the Subsidiary Merger shall sometimes  collectively
be referred to as the "Merger".)                                                

        2.03 Certificate of Parent Merger. Subject to the satisfaction or waiver
of the  conditions  set forth in Article  VII,  the Parent  Merger  shall become
effective upon the occurrence of the filing in the office of the DSS and the OSS
of a  certificate  of  merger in  accordance  with  Section  252 of the DGCL and
Section  1701.81  of the OGCL or such later date and time as may be set forth in
such  certificate.  The Parent  Merger shall have the effects  prescribed in the
DGCL and the OGCL.                                                              

         2.04 Effective Date and Effective Time.  Subject to the satisfaction or
waiver of the  conditions  set forth in Article VII, the parties shall cause the
effective date of the Parent Merger (the  "Effective  Date") to occur on (i) the
fifth  business  day to occur  after  the last of the  conditions  set  forth in
Article VII shall have been satisfied or waived in accordance  with the terms of
this  Agreement  (or, at the  election of SFG, on the last  business  day of the
month in which such fifth  business  day occurs or, if such fifth  business  day
occurs within the last five  business  days of such month,  on the last business
day of the  succeeding  month;  provided,  no  such  election  shall  cause  the
Effective  Date to fall after the date  specified  in Section 8.01 (c) hereof or
after  the date or  dates on which  any  Regulatory  Authority  approval  or any
extension  thereof  expires,  or (ii) such other date to which the  parties  may
agree in writing. In no event will the Effective Date occur earlier than May    

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1, 1999.  The time on the  Effective  Date when the Parent  Merger  shall become
effective is referred to as the "Effective Time."                               

 ARTICLE III

Consideration; Exchange Procedures

         3.01 Merger Consideration. Subject to the provisions of this Agreement,
at the Effective Time,  automatically by virtue of the Parent Merger and without
any action on the part of any Person:                                           

          (a) Outstanding WBI Common Stock and WBI Rights. Each share, excluding
     Treasury  Stock and  Dissenting  Shares,  of WBI  Common  Stock  issued and
     outstanding  immediately  prior to the  Effective  Time shall become and be
     converted into .7315 of a share of SFG Common Stock (the "Exchange Ratio").
     The Exchange  Ratio shall be subject to  adjustment as set forth in Section
3.05.                                                                 

          (b) Treasury  Shares.  Each share of WBI Common Stock held as Treasury
     Stock immediately prior to the Effective Time shall be canceled and retired
     at the  Effective  Time and no  consideration  shall be issued in  exchange
therefor.                                                             

          (c) Dissenting  Shares.  Dissenting  Shares shall not be exchanged for
     SFG Common  Stock but rather  shall be  entitled to the rights set forth in
     Section  262 of the  DGCL.  Notwithstanding  any  other  provision  of this
     Agreement,  any Dissenting  Shares shall not, after the Effective  Time, be
     entitled  to vote  for any  purpose  or  receive  any  dividends  or  other
     distributions   (except  dividends  or  other   distributions   payable  to
     stockholders  of  record of WBI at a date  which is prior to the  Effective
     Date) and shall be entitled  only to such rights as are afforded in respect
of Dissenting Shares pursuant to the DGCL.                            

          (d) Outstanding  SFG Stock.  Each share of SFG Common Stock issued and
     outstanding immediately prior to the Effective Time shall remain issued and
outstanding and unaffected by the Parent Merger.                      

         3.02 Rights as Stockholders;  Stock  Transfers.  At the Effective Time,
holders  of WBI  Common  Stock  shall  cease to be, and shall have no rights as,
stockholders  of WBI,  other than to receive any dividend or other  distribution
with respect to such WBI Common Stock with a record date occurring  prior to the
Effective  Time and the  consideration  provided  under this  Article  III,  and
appraisal  rights in the case of Dissenting  Shares.  After the Effective  Time,
there shall be no transfers on the stock  transfer books of WBI of shares of WBI
Stock.                                                                          

         3.03 Fractional Shares.  Notwithstanding any other provision hereof, no
fractional shares of SFG Common Stock and no certificates or scrip therefor,  or
other  evidence  of  ownership  thereof,  will be issued in the  Parent  Merger;
instead, SFG shall pay to each holder of WBI Common                             

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Stock who would otherwise be entitled to a fractional  share of SFG Common Stock
(after  taking into  account all Old  Certificates  delivered by such holder) an
amount in cash (without  interest)  determined by  multiplying  such  fractional
share of SFG Common Stock to which the holder would be entitled by the last sale
price of SFG Common  Stock,  as reported by the NASDAQ (as  reported in The Wall
Street Journal or, if not reported therein,  in another  authoritative  source),
for the NASDAQ trading day immediately preceding the Effective Date.            

         3.04 Exchange  Procedures.  (a) At or prior to the Effective  Time, SFG
shall  deposit,  or shall cause to be deposited,  with Bank of New York (in such
capacity,  the "Exchange Agent"), for the benefit of the holders of certificates
formerly  representing  shares of WBI Common  Stock  ("Old  Certificates"),  for
exchange in  accordance  with this Article III,  certificates  representing  the
shares of SFG Common Stock ("New  Certificates") and an estimated amount of cash
(such cash and New  Certificates,  together with any dividends or  distributions
with a record date occurring on or after the Effective Date with respect thereto
(without  any  interest on any such cash,  dividends  or  distributions),  being
hereinafter  referred  to as the  "Exchange  Fund") to be paid  pursuant to this
Article III in exchange for outstanding shares of WBI Common Stock.             

          (b) As promptly as  practicable  after the Effective  Date,  SFG shall
     send or cause to be sent to each  former  holder of record of shares of WBI
     Common Stock immediately prior to the Effective Time transmittal  materials
     for  use  in  exchanging  such   stockholder's  Old  Certificates  for  the
     consideration  set  forth in this  Article  III.  SFG  shall  cause the New
     Certificates  into which  shares of a  stockholder's  WBI Common  Stock are
     converted  on the  Effective  Date  and/or  any  check  in  respect  of any
     fractional share interests or dividends or distributions  which such person
     shall be  entitled  to receive to be  delivered  to such  stockholder  upon
     delivery to the Exchange Agent of Old Certificates representing such shares
     of WBI Common Stock (or indemnity  reasonably  satisfactory  to SFG and the
     Exchange Agent, if any of such  certificates are lost, stolen or destroyed)
     owned by such stockholder.  No interest will be paid on any such cash to be
     paid in lieu of  fractional  share  interests or in respect of dividends or
     distributions  which any such person shall be entitled to receive  pursuant
to this Article III upon such delivery.                               

          (c) Notwithstanding the foregoing, neither the Exchange Agent, if any,
     nor any party hereto shall be liable to any former  holder of WBI Stock for
     any amount properly  delivered to a public official  pursuant to applicable
abandoned property, escheat or similar laws.                          

          (d) No  dividends  or other  distributions  with respect to SFG Common
     Stock with a record date  occurring on or after the Effective Date shall be
     paid to the holder of any unsurrendered Old Certificate representing shares
     of WBI  Common  Stock  converted  in the  Parent  Merger  into the right to
     receive  shares of such SFG Common Stock until the holder  thereof shall be
     entitled to receive New  Certificates  in exchange  therefor in  accordance
     with the  procedures  set forth in this  Section  3.04.  After  becoming so
     entitled in accordance  with this Section 3.04,  the record holder  thereof
     also  shall  be   entitled  to  receive   any  such   dividends   or  other
     distributions,  without any interest  thereon,  which theretofor had become
     payable  with  respect  to shares of SFG Common  Stock such  holder had the
right to receive upon surrender of                                    

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the Old Certificates.                                                 

          (e) Any portion of the  Exchange  Fund that  remains  unclaimed by the
     stockholders  of WBI for six months after the Effective  Time shall be paid
     to SFG. Any stockholders of WBI who have not theretofor  complied with this
     Article III shall  thereafter look only to SFG for payment of the shares of
     SFG  Common  Stock,  cash in  lieu  of any  fractional  shares  and  unpaid
     dividends and  distributions on SFG Common Stock  deliverable in respect of
     each  share of WBI  Common  Stock  such  stockholder  holds  as  determined
 pursuant to this Agreement, in each case, without any interest thereon.

         3.05 Anti-Dilution Provisions. In the event SFG changes (or establishes
a record date for  changing) the number of shares of SFG Common Stock issued and
outstanding  between  the date  hereof and the  Effective  Date as a result of a
stock  split,  stock  dividend,  recapitalization,  reclassification,  split up,
combination,  exchange  of  shares,  readjustment  or similar  transaction  with
respect to the  outstanding  SFG Common Stock and the record date therefor shall
be prior to the  Effective  Date,  the Exchange  Ratio shall be  proportionately
adjusted.                                                                       

         3.06 Options.  (a) At the Effective  Time, each  outstanding  option to
purchase  shares of WBI Common  Stock  under the WBI Stock Plans  (each,  a "WBI
Stock Option"), whether vested or unvested, shall be converted into an option to
acquire,  on the same terms and  conditions  as were  applicable  under such WBI
Stock  Option,  the number of shares of SFG Common Stock equal to (a) the number
of shares of WBI Common Stock subject to the WBI Stock Option, multiplied by (b)
the  Exchange  Ratio  (such  product  rounded to the  nearest  whole  number) (a
"Replacement  Option"),  at an exercise  price per share (rounded to the nearest
whole  cent)  equal to (y) the  aggregate  exercise  price for the shares of WBI
Common Stock which were purchasable pursuant to such WBI Stock Option divided by
(z) the number of full shares of SFG Common  Stock  subject to such  Replacement
Option in accordance with the foregoing. Notwithstanding the foregoing, each WBI
Stock Option which is intended to be an "incentive  stock option" (as defined in
Section 422 of the Code) shall be adjusted in accordance  with the  requirements
of Section 424 of the Code. At or prior to the Effective Time, WBI shall use its
best efforts,  including using its best efforts to obtain any necessary consents
from optionees, with respect to the WBI Stock Plans to permit the replacement of
the  outstanding WBI Stock Options by SFG pursuant to this Section and to permit
SFG to assume the WBI Stock Plans.  WBI shall further take all action  necessary
to amend the WBI Stock Plans to eliminate  automatic grants or awards thereunder
following the Effective  Time. At the Effective  Time,  SFG shall assume the WBI
Stock  Plans;  provided,  that such  assumption  shall be only in respect of the
Replacement  Options and that SFG shall have no  obligation  with respect to any
awards  under the WBI Stock Plans other than the  Replacement  Options and shall
have no  obligation to make any  additional  grants or awards under such assumed
WBI Stock Plans.                                                                

                               (b) At all times after the  Effective  Time,  SFG
     shall  reserve for  issuance  such number of shares of SFG Common  Stock as
     necessary  so as to permit the exercise of the  Replacement  Options in the
     manner contemplated by this Agreement and the instruments pursuant to which
     the  corresponding  WBI Stock  Options  were  granted.  SFG shall  make all
filings required under                                                

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     federal and state securities laws no later than the Effective Time so as to
     permit the exercise of such options and the sale of the shares  received by
     the optionee  upon such  exercise at and after the  Effective  Time and SFG
     shall  continue to make such  filings  thereafter  as may be  necessary  to
     permit the  continued  exercise  of  options  and  subsequent  sale of such
shares.                                                               

ARTICLE IV

 Actions Pending Acquisition

         4.01  Forebearances  of WBI.  From the date hereof until the  Effective
Time, except as expressly contemplated by this Agreement or a separate agreement
entered  into by the  parties  on the date  hereof,  without  the prior  written
consent of SFG, WBI will not, and will cause each of its Subsidiaries not to:   

          (a) Ordinary Course.  Conduct the business of WBI and its Subsidiaries
     other  than in the  ordinary  and usual  course  or fail to use  reasonable
     efforts to preserve  intact  their  business  organizations  and assets and
     maintain their rights,  franchises and existing  relations with  customers,
     suppliers,  employees  and business  associates,  or  voluntarily  take any
     action which,  at the time taken,  is reasonably  likely to have an adverse
     affect upon WBI's ability to perform any of its material  obligations under
this Agreement.                                                       

          (b) Capital Stock. Other than pursuant to Rights Previously  Disclosed
     and outstanding on the date hereof,  (i) issue, sell or otherwise permit to
     become outstanding,  or authorize the creation of, any additional shares of
     WBI Stock or any Rights,  (ii) enter into any agreement with respect to the
     foregoing,  or (iii)  permit any  additional  shares of WBI Stock to become
     subject to new grants of employee or director stock  options,  other Rights
or similar stock-based employee rights.                               

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          (c) Dividends,  Etc. (a) Make,  declare,  pay or set aside for payment
     any dividend,  other than (A) quarterly  cash  dividends on WBI Stock in an
     amount not to exceed  the per share  amount  declared  and paid in its most
     recent  quarterly cash dividend,  with record and payment dates  consistent
     with past  practice,  and (B) dividends from wholly owned  Subsidiaries  to
     WBI,  or  (b)  directly  or  indirectly  adjust,  split,  combine,  redeem,
     reclassify, purchase or otherwise acquire, any shares of its capital stock.

          (d) Compensation;  Employment Agreements;  Etc. Enter into or amend or
     renew any  employment,  consulting,  severance  or  similar  agreements  or
     arrangements  with  any  director,  officer  or  employee  of  WBI  or  its
     Subsidiaries, or grant any salary or wage increase or increase any employee
     benefit,  (including  incentive  or bonus  payments)  except (i) for normal
     individual increases in compensation to employees in the ordinary course of
     business  consistent  with past  practice,  (ii) for other changes that are
     required  by  applicable  law,  (iii)  to  satisfy   Previously   Disclosed
     contractual  obligations existing as of the date hereof, or (iv) for grants
of awards to newly hired employees consistent with past practice.     

          (e) Benefit Plans. Enter into,  establish,  adopt or amend (except (i)
     as may be required by applicable law, (ii) to satisfy Previously  Disclosed
     contractual obligations existing as of the date hereof or (iii) the regular
     annual  renewal of  insurance  contracts)  any pension,  retirement,  stock
     option, stock purchase,  savings,  profit sharing,  deferred  compensation,
     consulting,  bonus, group insurance or other employee benefit, incentive or
     welfare contract,  plan or arrangement,  or any trust agreement (or similar
     arrangement)  related  thereto,  in  respect  of any  director,  officer or
     employee of WBI or its  Subsidiaries,  or take any action to accelerate the
     vesting  or  exercisability  of stock  options,  restricted  stock or other
compensation or benefits payable thereunder.                          

          (f)  Dispositions.  Sell,  transfer,  mortgage,  encumber or otherwise
     dispose  of or  discontinue  any  of  its  assets,  deposits,  business  or
properties except in the ordinary course of business.                 

          (g)  Acquisitions.  Acquire  (other  than  by way of  foreclosures  or
     acquisitions   of  control  in  a  bona  fide  fiduciary   capacity  or  in
     satisfaction of debts previously  contracted in good faith, in each case in
     the ordinary and usual course of business  consistent  with past  practice)
     all or any portion of, the assets, business,  deposits or properties of any
other entity.                                                         

          (h) Governing Documents. Amend the WBI Certificate, WBI By-Laws or the
     articles of  incorporation or by-laws (or similar  governing  documents) of
any of WBI's Subsidiaries.                                            

          (i)  Accounting  Methods.   Implement  or  adopt  any  change  in  its
     accounting principles,  practices or methods, other than as may be required
by generally accepted accounting principles.                          

          (j) Contracts.  Except in the ordinary  course of business  consistent
     with past  practice,  enter into or  terminate  any  material  contract (as
defined in Section 5.03(k)) or amend or modify                        

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in any material respect any of its existing material contracts.       

          (k) Claims.  Except in the ordinary course of business consistent with
     past  practice,  settle any  claim,  action or  proceeding,  except for any
     claim,  action or  proceeding  which does not involve  precedent  for other
     material  claims,  actions or  proceedings  and which involve  solely money
     damages  in an  amount,  individually  or in the  aggregate  for  all  such
     settlements,  that is not material to WBI and its Subsidiaries,  taken as a
whole.                                                                

          (l)  Adverse  Actions.  (a) Take any action  while  knowing  that such
     action would, or is reasonably likely to, prevent or impede the Merger from
     qualifying (i) for "pooling-of-interests" accounting treatment or (ii) as a
     reorganization  within  the  meaning  of  Section  368 of the Code;  or (b)
     knowingly  take any action  that is  intended  or is  reasonably  likely to
     result in (i) any of its  representations  and warranties set forth in this
     Agreement being or becoming  untrue in any material  respect at any time at
     or prior to the Effective  Time,  (ii) any of the  conditions to the Merger
     set forth in Article VII not being satisfied or (iii) a material  violation
     of any provision of this Agreement except, in each case, as may be required
by applicable law or regulation.                                      

          (m) Risk Management.  Except pursuant to applicable law or regulation,
     (i)  implement or adopt any material  change in its interest rate and other
     risk management policies,  procedures or practices; (ii) fail to follow its
     existing  policies or  practices  with  respect to managing its exposure to
     interest rate and other risk; or (iii) fail to use commercially  reasonable
     means to avoid any material increase in its aggregate  exposure to interest
rate risk.                                                            

          (n) Indebtedness. Incur any indebtedness for borrowed money other than
in the ordinary course of business.                                   

(o) Commitments. Agree or commit to do any of the foregoing.

         4.02  Forebearances  of SFG.  From the date hereof until the  Effective
Time,  except as expressly  contemplated  by this  Agreement,  without the prior
written  consent of WBI, SFG will not,  and will cause each of its  Subsidiaries
not to:                                                                         

          (a) Preservation. Fail to use reasonable efforts to preserve intact in
     any material respect their business  organizations  and assets and maintain
     their rights, franchises and existing relations with customers,  suppliers,
employees and business associates.                                    

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          (b)  Extraordinary  Dividends.  Make,  declare,  pay or set  aside for
payment any extraordinary dividend.                                   

          (c)  Adverse  Actions.  (a) Take any action  while  knowing  that such
     action would, or is reasonably likely to, prevent or impede the Merger from
     qualifying (i) for "pooling-of-interests" accounting treatment or (ii) as a
     reorganization  within  the  meaning  of  Section  368 of the Code;  or (b)
     knowingly  take any action  that is  intended  or is  reasonably  likely to
     result in (i) any of its  representations  and warranties set forth in this
     Agreement being or becoming  untrue in any material  respect at any time at
     or prior to the Effective  Time,  (ii) any of the  conditions to the Merger
     set forth in Article VII not being satisfied or (iii) a material  violation
     of any provision of this Agreement except, in each case, as may be required
     by applicable law or regulation;  provided, however, that nothing contained
     herein  shall  limit the ability of SFG to  exercise  its rights  under the
Stock Option Agreement.                                               

          (d) Risk Management.  Except pursuant to applicable law or regulation,
     (I) fail to follow its  existing  policies  or  practices  with  respect to
     managing its exposure to interest  rate and other risk, or (ii) fail to use
     commercially  reasonable  means  to  avoid  any  material  increase  in its
aggregate exposure to interest rate risk.                             

(e) Commitments. Agree or commit to do any of the foregoing.

 ARTICLE V

Representations and Warranties

         5.01  Disclosure  Schedules.  On or prior to the date  hereof,  SFG has
delivered  to  WBI  a  schedule  and  WBI  has   delivered  to  SFG  a  schedule
(respectively,  its "Disclosure  Schedule")  setting forth,  among other things,
items the disclosure of which is necessary or appropriate  either in response to
an express  disclosure  requirement  contained  in a  provision  hereof or as an
exception to one or more representations or warranties contained in Section 5.03
or 5.04 or to one or more of its  covenants  contained in Article IV;  provided,
that (a) no such item is required to be set forth in a Disclosure Schedule as an
exception to a representation or warranty if its absence would not be reasonably
likely to result in the related  representation  or warranty being deemed untrue
or incorrect  under the standard  established  by Section 5.02, and (b) the mere
inclusion  of  an  item  in  a   Disclosure   Schedule  as  an  exception  to  a
representation or warranty shall not be deemed an admission by a party that such
item represents a material exception or fact, event or circumstance or that such
item is reasonably  likely to result in a Material  Adverse  Effect on the party
making the  representation.  WBI's  representations,  warranties  and  covenants
contained  in this  Agreement  shall not be deemed to be untrue or breached as a
result of effects arising solely from actions taken in compliance with a written
request of SFG.                                                                 

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         5.02 Standard. No representation or warranty of WBI or SFG contained in
Section 5.03 or 5.04 shall be deemed  untrue or  incorrect,  and no party hereto
shall be deemed to have breached a representation or warranty,  as a consequence
of  the  existence  of  any  fact,  event  or  circumstance  unless  such  fact,
circumstance  or event,  individually  or taken  together  with all other facts,
events  or  circumstances  inconsistent  with  any  representation  or  warranty
contained  in Section 5.03 or 5.04 has had, or is  reasonably  likely to have, a
Material Adverse Effect. For purposes of this Agreement, "knowledge" shall mean,
with respect to a party  hereto,  actual  knowledge of any officer of that party
with the title of not less than senior vice president and that party's  in-house
counsel, if any.                                                                

         5.03  Representations  and Warranties of WBI.  Subject to Sections 5.01
and 5.02 and except as  Previously  Disclosed in a paragraph  of its  Disclosure
Schedule  corresponding to the relevant  paragraph below, WBI hereby  represents
and warrants to SFG:                                                            

          (a)  Organization,  Standing and Authority.  WBI is a corporation duly
     organized,  validly  existing  and in good  standing  under the laws of the
     state of  Delaware.  WBI is duly  qualified  to do business  and is in good
     standing  in the  state of Ohio and any  foreign  jurisdictions  where  its
     ownership  or leasing of property or assets or the conduct of its  business
     requires it to be so qualified.  FFB is a federal savings  association duly
     organized,  validly  existing  and in good  standing  under the laws of the
     United  States of America.  FFB is duly  qualified to do business and is in
     good standing in the State of Ohio and any foreign  jurisdictions where its
     ownership  or leasing of property or assets or the conduct of its  business
requires it to be so qualified.                                       

          (b) WBI Stock. As of the date hereof,  the authorized capital stock of
     WBI  consists  solely of  5,000,000  shares of WBI Common  Stock,  of which
     2,818,722 shares are outstanding as of the date hereof,  and 500,000 shares
     of WBI  Preferred  Stock,  of which  none were  outstanding  as of the date
     hereof.  As of the date hereof,  288,343 shares of Treasury Stock were held
     by WBI or  otherwise  owned by WBI or its  Subsidiaries  . The  outstanding
     shares of WBI Common Stock have been duly authorized and are validly issued
     and outstanding, fully paid and nonassessable, and subject to no preemptive
     rights (and were not issued in violation of any preemptive  rights).  As of
     the date hereof, except as Previously Disclosed in its Disclosure Schedule,
     there  are no  shares of WBI  Common  Stock  authorized  and  reserved  for
     issuance,  WBI does not have any Rights issued or outstanding  with respect
     to WBI Common  Stock,  and WBI does not have any  commitment  to authorize,
     issue or sell any WBI  Common  Stock or  Rights,  except  pursuant  to this
     Agreement  and the  Stock  Option  Agreement.  The  number of shares of WBI
     Common Stock which are issuable and reserved for issuance  upon exercise of
     WBI Stock Options as of the date hereof are  Previously  Disclosed in WBI's
Disclosure Schedule.                                                  

          (c) Subsidiaries. (i)(A) WBI has Previously Disclosed a list of all of
     its  Subsidiaries  together with the  jurisdiction  of organization of each
     such Subsidiary,  (B) except as Previously Disclosed,  it owns, directly or
     indirectly, all the issued and outstanding equity securities of each of its
     Subsidiaries,  (C) no equity  securities of any of its  Subsidiaries are or
     may become  required  to be issued  (other  than to it or its  wholly-owned
Subsidiaries) by reason of any Right or                               

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     otherwise,  (D)  there are no  contracts,  commitments,  understandings  or
     arrangements  by which any of such  Subsidiaries is or may be bound to sell
     or otherwise transfer any equity securities of any such Subsidiaries (other
     than to it or its wholly-owned  Subsidiaries),  (E) there are no contracts,
     commitments, understandings, or arrangements relating to its rights to vote
     or to dispose of such securities and (F) all the equity  securities of each
     Subsidiary held by WBI or its Subsidiaries are fully paid and nonassessable
     (except  pursuant  to 12  U.S.C.  Section  55) and are  owned by WBI or its
Subsidiaries free and clear of any Liens.                             

           (ii) WBI does  not own  beneficially,  directly  or  indirectly,  any
         equity  securities or similar  interests of any Person, or any interest
         in a  partnership  or  joint  venture  of  any  kind,  other  than  its
Subsidiaries.                                                 

           (iii)  Each of WBI's  Subsidiaries  has been  duly  organized  and is
         validly existing in good standing under the laws of the jurisdiction of
         its  organization,  and is duly  qualified  to do business  and in good
         standing  in the  jurisdictions  where  its  ownership  or  leasing  of
         property or the conduct of its business requires it to be so qualified.

          (d)  Corporate  Power.  Each  of WBI  and  its  Subsidiaries  has  the
     corporate  power and  authority to carry on its business as it is now being
     conducted and to own all its properties  and assets;  WBI has the corporate
     power and authority to execute,  deliver and perform its obligations  under
     this  Agreement and the Stock Option  Agreement;  and FFB has the corporate
     power and authority to consummate the Subsidiary  Merger in accordance with
the terms of this Agreement.                                          

          (e)  Corporate  Authority.  Subject in the case of this  Agreement  to
     receipt of the  requisite  adoption of this  Agreement  by the holders of a
     majority of the  outstanding  shares of WBI Common  Stock  entitled to vote
     thereon  (which  is the  only  stockholder  vote  required  thereon),  this
     Agreement,  the Stock Option  Agreement and the  transactions  contemplated
     hereby and thereby have been authorized by all necessary  corporate  action
     of WBI and the WBI Board prior to the date hereof.  The Agreement to Merge,
     when executed by FFB, shall have been approved by the Board of Directors of
     FFB and by the WBI Board, as the sole stockholder of FFB. This Agreement is
     a valid and legally  binding  obligation of WBI,  enforceable in accordance
     with its terms  (except as  enforceability  may be  limited  by  applicable
     bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
     similar laws of general  applicability  relating to or affecting creditors'
     rights or by general  equity  principles).  The WBI Board has  received the
     written opinion of Stifel, Nicholaus & Company,  Incorporated to the effect
     that as of the date hereof the  consideration to be received by the holders
     of WBI  Common  Stock in the  Parent  Merger is fair to the  holders of WBI
Common Stock from a financial point of view.                          

          (f) Regulatory Filings; No Defaults.  (i) No consents or approvals of,
     or filings or registrations  with, any  Governmental  Authority or with any
     third  party  are  required  to be  made or  obtained  by WBI or any of its
Subsidiaries in connection with the execution, delivery or            

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     performance  by WBI of this  Agreement or the Stock Option  Agreement or to
     consummate the Merger except for (A) filings of  applications,  notices and
     the Agreement to Merge,  as  applicable,  with federal and state thrift and
     banking  authorities,  (B)  filings  with  the  SEC  and  state  securities
     authorities,  and (C) the filing of the  certificate of merger with the DSS
     pursuant  to the  DGCL and the OSS  pursuant  to the  OGCL.  As of the date
     hereof,  WBI is not  aware of any  reason  why the  approvals  set forth in
     Section 7.01(b) will not be received without the imposition of a condition,
restriction or requirement of the type described in Section 7.01(b).  

           (ii) Subject to receipt of the regulatory and  stockholder  approvals
         referred to above and expiration of related regulatory waiting periods,
         and required  filings  under  federal and state  securities  laws,  the
         execution,  delivery and  performance  of this  Agreement and the Stock
         Option Agreement and the consummation of the transactions  contemplated
         hereby  and  thereby  do not and will not (A)  constitute  a breach  or
         violation  of,  or a  default  under,  or give  rise to any  Lien,  any
         acceleration  of remedies or any right of termination  under,  any law,
         rule or regulation or any judgment,  decree, order, governmental permit
         or license,  or agreement,  indenture or instrument of WBI or of any of
         its  Subsidiaries  or to  which  WBI  or any  of  its  Subsidiaries  or
         properties  is subject or bound,  (B)  constitute a breach or violation
         of, or a default under, the WBI Certificate or the WBI By-Laws,  or (C)
         require any consent or approval under any such law,  rule,  regulation,
         judgment,  decree,  order,  governmental permit or license,  agreement,
indenture or instrument.                                      

          (g) Financial  Reports and SEC Documents.  (i) WBI's Annual Reports on
     Form 10- KSB for the fiscal  years ended June 30,  1996,  1997 and 1998 and
     all other reports, registration statements,  definitive proxy statements or
     information  statements  filed  or  to  be  filed  by  it  or  any  of  its
     Subsidiaries subsequent to June 30, 1996 under the Securities Act, or under
     Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or
     to be filed  (collectively,  "WBI SEC  Documents")  with the SEC, as of the
     date filed,  (A) complied or will comply in all material  respects with the
     applicable  requirements  under the  Securities Act or the Exchange Act, as
     the case may be, and (B) did not and will not contain any untrue  statement
     of a material  fact or omit to state a material  fact required to be stated
     therein  or  necessary  to make  the  statements  therein,  in light of the
     circumstances  under which they were made, not misleading;  and each of the
     balance sheets or statements of condition  contained in or  incorporated by
     reference  into any such WBI SEC Document  (including the related notes and
     schedules thereto) fairly presents,  or will fairly present,  the financial
     position  of WBI and  its  Subsidiaries  as of its  date,  and  each of the
     statements of income and changes in stockholders'  equity and cash flows or
     equivalent  statements  in such WBI SEC  Documents  (including  any related
     notes and schedules thereto) fairly presents,  or will fairly present,  the
     results of operations,  changes in stockholders'  equity and cash flows, as
     the case may be, of WBI and its  Subsidiaries for the periods to which they
     relate,  in each case in  accordance  with  generally  accepted  accounting
     principles consistently applied during the periods involved, except in each
     case as may be noted therein,  subject to normal year-end audit adjustments
and the absence of footnotes in the case of unaudited statements.     

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           (ii) Since June 30, 1998, WBI and its Subsidiaries  have not incurred
         any material liability not disclosed in any WBI SEC Document other than
   in the ordinary course of business consistent with past practice.

           (iii)  Since  June  30,  1998,  (A)  WBI and  its  Subsidiaries  have
         conducted their respective  businesses in the ordinary and usual course
         consistent  with  past  practice  (excluding  matters  related  to this
         Agreement and the  transactions  contemplated  hereby) and (B) no event
         has  occurred  or  circumstance  arisen  that,  individually  or  taken
         together with all other facts,  circumstances  and events (described in
         any paragraph of Section 5.03 or  otherwise),  is reasonably  likely to
have a Material Adverse Effect with respect to WBI.           

          (h) Litigation.  No litigation,  claim or other proceeding  before any
     court  or  governmental  agency  is  pending  against  WBI  or  any  of its
     Subsidiaries  and, to WBI's knowledge,  no such litigation,  claim or other
proceeding has been threatened.                                       

(i)                        Regulatory Matters.                

           (i) Neither WBI nor any of its  Subsidiaries or properties is a party
         to or is  subject  to  any  order,  decree,  agreement,  memorandum  of
         understanding or similar  arrangement  with, or a commitment  letter or
         similar  submission to, or extraordinary  supervisory  letter from, any
         federal or state  governmental  agency or  authority  charged  with the
         supervision or regulation of financial  institutions  (or their holding
         companies)  or issuers of  securities  or engaged in the  insurance  of
         deposits (including,  without limitation, the Office of the Comptroller
         of the Currency, the Office of Thrift Supervision,  the Federal Reserve
         System and the FDIC) or the  supervision  or regulation of it or any of
its Subsidiaries (collectively, the "Regulatory Authorities").

           (ii) Neither it nor any of its  Subsidiaries  has been advised by any
         Regulatory  Authority that such Regulatory  Authority is  contemplating
         issuing or requesting (or is considering the appropriateness of issuing
         or  requesting)  any  such  order,  decree,  agreement,  memorandum  of
         understanding,   commitment  letter,   supervisory  letter  or  similar
submission.                                                   

(j) Compliance with Laws. Each of WBI and its Subsidiaries:   

           (i) is in compliance with all applicable  federal,  state,  local and
         foreign statutes,  laws,  regulations,  ordinances,  rules,  judgments,
         orders or decrees  applicable  thereto or to the  employees  conducting
         such  businesses,  including,  without  limitation,  the  Equal  Credit
         Opportunity Act, the Fair Housing Act, the Community  Reinvestment Act,
         the Home Mortgage  Disclosure Act and all other applicable fair lending
    laws and other laws relating to discriminatory business practices;

           (ii) has all permits, licenses, authorizations,  orders and approvals
         of, and has made all filings,  applications and registrations with, all
Governmental Authorities that are required                    

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         in order to permit them to own or lease their properties and to conduct
         their businesses as presently  conducted;  all such permits,  licenses,
         certificates  of authority,  orders and approvals are in full force and
         effect and, to WBI's knowledge, no suspension or cancellation of any of
them is threatened; and                                       

           (iii)  has  received,   since  June  30,  1998,  no  notification  or
         communication from any Governmental Authority (A) asserting that WBI or
         any of its  Subsidiaries is not in compliance with any of the statutes,
         regulations,  or ordinances which such Governmental  Authority enforces
         or (B)  threatening  to  revoke  any  license,  franchise,  permit,  or
         governmental authorization (nor, to WBI's knowledge, do any grounds for
any of the foregoing exist).                                  

          (k) Material Contracts; Defaults. Except for this Agreement, the Stock
     Option Agreement, those agreements and other documents filed as exhibits to
     the WBI SEC Documents,  neither it nor any of its  Subsidiaries  is a party
     to, bound by or subject to any agreement, contract, arrangement, commitment
     or  understanding  (whether  written  or  oral)  (i)  that  is a  "material
     contract" within the meaning of Item 601(b)(10) of the SEC's Regulation S-K
     or (ii) that  restricts  or limits in any way the conduct of business by it
     or any of its Subsidiaries  (including  without limitation a non-compete or
     similar  provision).  Neither it nor any of its  Subsidiaries is in default
     under any contract, agreement,  commitment,  arrangement,  lease, insurance
     policy or other  instrument to which it is a party, by which its respective
     assets,  business,  or  operations  may be bound or affected in any way, or
     under which it or its respective  assets,  business,  or operations receive
     benefits, and there has not occurred any event that, with the lapse of time
or the giving of notice or both, would constitute such a default.     

          (l) No  Brokers.  No action has been taken by WBI that would give rise
     to any valid  claim  against any party  hereto for a brokerage  commission,
     finder's  fee or  other  like  payment  with  respect  to the  transactions
     contemplated by this Agreement,  excluding a Previously Disclosed fee to be
paid to Stifel, Nicolaus & Company, Incorporated.                     

          (m) Employee Benefit Plans. (i) Section 5.03(m)(i) of WBI's Disclosure
     Schedule  contains a complete  and  accurate  list of all  existing  bonus,
     incentive,  deferred  compensation,  pension,  retirement,  profit-sharing,
     thrift,  savings,  employee stock ownership,  stock bonus,  stock purchase,
     restricted  stock,  stock  option,  severance,  welfare and fringe  benefit
     plans,  employment  or  severance  agreements  and all  similar  practices,
     policies and  arrangements  in which any employee or former  employee  (the
     "Employees"),  consultant  or  former  consultant  (the  "Consultants")  or
     director  or  former  director  (the  "Directors")  of  WBI  or  any of its
     Subsidiaries  participates or to which any such  Employees,  Consultants or
     Directors are a party (the  "Compensation and Benefit Plans").  Neither WBI
     nor any of its  Subsidiaries  has any  commitment to create any  additional
     Compensation  and  Benefit  Plan  or  to  modify  or  change  any  existing
Compensation and Benefit Plan.                                        

          (ii)  Each  Compensation  and  Benefit  Plan  has  been  operated  and
administered in all                                                   

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         material respects in accordance with its terms and with applicable law,
         including, but not limited to, ERISA, the Code, the Securities Act, the
         Exchange  Act,  the  Age  Discrimination  in  Employment  Act,  or  any
         regulations  or  rules   promulgated   thereunder,   and  all  filings,
         disclosures  and notices  required by ERISA,  the Code,  the Securities
         Act, the Exchange Act, the Age Discrimination in Employment Act and any
         other  applicable  law have been timely  made.  Each  Compensation  and
         Benefit Plan which is an  "employee  pension  benefit  plan" within the
         meaning  of  Section  3(2) of ERISA (a  "Pension  Plan")  and  which is
         intended to be qualified  under Section 401(a) of the Code has received
         a favorable  determination  letter (including a determination  that the
         related trust under such  Compensation  and Benefit Plan is exempt from
         tax under Section 501(a) of the Code) from the Internal Revenue Service
         ("IRS"),  and WBI is not aware of any circumstances likely to result in
         revocation  of any such  favorable  determination  letter.  There is no
         material pending or, to the knowledge of WBI,  threatened legal action,
         suit or claim relating to the Compensation  and Benefit Plans.  Neither
         WBI  nor any of its  Subsidiaries  has  engaged  in a  transaction,  or
         omitted  to take any  action,  with  respect  to any  Compensation  and
         Benefit Plan that would reasonably be expected to subject WBI or any of
         its  Subsidiaries to a tax or penalty imposed by either Section 4975 of
         the Code or Section 502 of ERISA, assuming for purposes of Section 4975
         of the Code that the taxable period of any such transaction  expired as
of the date hereof.                                           

           (iii) No  liability  (other  than for payment of premiums to the PBGC
         which have been made or will be made on a timely  basis) under Title IV
         of ERISA has been or is  expected  to be  incurred by WBI or any of its
         Subsidiaries  with  respect  to  any  ongoing,   frozen  or  terminated
         "single-employer  plan",  within the meaning of Section  4001(a)(15) of
         ERISA,  currently  or  formerly  maintained  by  any  of  them,  or any
         single-employer  plan of any  entity (an  "ERISA  Affiliate")  which is
         considered one employer with WBI under Section  4001(a)(14) of ERISA or
         Section 414(b) or (c) of the Code (an "ERISA Affiliate Plan").  None of
         WBI, any of its Subsidiaries or any ERISA Affiliate has contributed, or
         has  been  obligated  to  contribute,  to a  multiemployer  plan  under
         Subtitle E of Title IV of ERISA at any time since  September  26, 1980.
         No notice of a "reportable  event",  within the meaning of Section 4043
         of ERISA  for  which  the  30-day  reporting  requirement  has not been
         waived,  has been required to be filed for any Compensation and Benefit
         Plan or by any ERISA  Affiliate Plan within the 12-month  period ending
         on the date hereof,  and no such notice will be required to be filed as
         a result of the transactions  contemplated by this Agreement.  The PBGC
         has not  instituted  proceedings to terminate any Pension Plan or ERISA
         Affiliate  Plan and,  to WBI's  knowledge,  no  condition  exists  that
         presents a material risk that such proceedings  will be instituted.  To
         the knowledge of WBI, there is no pending  investigation or enforcement
         action by the PBGC,  the  Department of Labor (the "DOL") or IRS or any
         other governmental  agency with respect to any Compensation and Benefit
         Plan.  Under each Pension Plan and ERISA Affiliate Plan, as of the date
         of the most recent actuarial  valuation  performed prior to the date of
         this  Agreement,  the  actuarially  determined  present  value  of  all
         "benefit  liabilities",  within the meaning of Section  4001(a)(16)  of
         ERISA  (as  determined  on  the  basis  of  the  actuarial  assumptions
         contained  in such  actuarial  valuation  of such Pension Plan or ERISA
         Affiliate Plan), did not exceed the then current value of the assets of
such                                                          

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         Pension Plan or ERISA Affiliate Plan and since such date there has been
         neither an adverse  change in the  financial  condition of such Pension
         Plan or ERISA  Affiliate Plan nor any amendment or other change to such
         Pension Plan or ERISA  Affiliate Plan that would increase the amount of
         benefits  thereunder  which reasonably could be expected to change such
result.                                                       

           (iv) All  contributions  required  to be made  under the terms of any
         Compensation  and Benefit Plan or ERISA  Affiliate Plan or any employee
         benefit arrangements under any collective bargaining agreement to which
         WBI or any of its Subsidiaries is a party have been timely made or have
         been reflected on WBI's financial statements.  Neither any Pension Plan
         nor any ERISA  Affiliate Plan has an "accumulated  funding  deficiency"
         (whether or not  waived)  within the meaning of Section 412 of the Code
         or  Section  302 of ERISA and all  required  payments  to the PBGC with
         respect to each Pension Plan or ERISA  Affiliate Plan have been made on
         or before their due dates.  None of WBI, any of its Subsidiaries or any
         ERISA Affiliate (x) has provided, or would reasonably be expected to be
         required  to  provide,  security  to any  Pension  Plan or to any ERISA
         Affiliate Plan pursuant to Section  401(a)(29) of the Code, and (y) has
         taken any action, or omitted to take any action, that has resulted,  or
         would  reasonably  be expected to result,  in the  imposition of a lien
under Section 412(n) of the Code or pursuant to ERISA.        

           (v) Neither WBI nor any of its  Subsidiaries  has any  obligations to
         provide  retiree  health  and life  insurance  or other  retiree  death
         benefits under any  Compensation  and Benefit Plan, other than benefits
         mandated by Section 4980B of the Code, and each such  Compensation  and
         Benefit Plan may be amended or terminated  without incurring  liability
         thereunder.  There has been no communication to Employees by WBI or any
         of its  Subsidiaries  that would  reasonably  be expected to promise or
         guarantee  such  Employees  retiree  health or life  insurance or other
retiree death benefits on a permanent basis.                  

           (vi) WBI and its  Subsidiaries do not maintain any  Compensation  and
Benefit Plans covering foreign Employees.                     

           (vii)  With  respect  to  each  Compensation  and  Benefit  Plan,  if
         applicable,  WBI has  provided  or made  available  to  SFG,  true  and
         complete  copies  of  existing:   (A)  Compensation  and  Benefit  Plan
         documents and amendments  thereto;  (B) trust instruments and insurance
         contracts;  (C) two most recent Forms 5500 filed with the IRS; (D) most
         recent  actuarial report and financial  statement;  (E) the most recent
         summary plan description; (F) forms filed with the PBGC (other than for
         premium payments);  (G) most recent  determination letter issued by the
         IRS;  (H) any Form 5310 or Form 5330 filed  with the IRS;  and (I) most
         recent  nondiscrimination  tests  performed  under  ERISA  and the Code
(including 401(k) and 401(m) tests).                          

           (viii)  Except  as  disclosed  on  Section   5.03(m)(viii)  of  WBI's
         Disclosure Schedule, the consummation of the transactions  contemplated
by this Agreement would not, directly or                      

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         indirectly  (including,   without  limitation,   as  a  result  of  any
         termination  of employment  prior to or following  the Effective  Time)
         reasonably  be  expected to (A) entitle  any  Employee,  Consultant  or
         Director  to  any   payment   (including   severance   pay  or  similar
         compensation)  or any  increase  in  compensation,  (B)  result  in the
         vesting or  acceleration  of any benefits  under any  Compensation  and
         Benefit Plan or (C) result in any material increase in benefits payable
under any Compensation and Benefit Plan.                      

           (ix) Except as disclosed on Section  5.03(m)(ix) of WBI's  Disclosure
         Schedule,  neither  WBI  nor  any of  its  Subsidiaries  maintains  any
         compensation  plans,  programs or arrangements the payments under which
         would not  reasonably  be expected to be  deductible as a result of the
         limitations under Section 162(m) of the Code and the regulations issued
thereunder.                                                   

           (x) Except as disclosed  on Section  5.03(m)(x)  of WBI's  Disclosure
         Schedule,  as a result,  directly or  indirectly,  of the  transactions
         contemplated by this Agreement  (including,  without  limitation,  as a
         result of any  termination  of  employment  prior to or  following  the
         Effective  Time),  none  of SFG or  WBI,  or  any of  their  respective
         Subsidiaries,  will  be  obligated  to make a  payment  that  would  be
         characterized as an "excess parachute  payment" to an individual who is
         a "disqualified  individual" (as such terms are defined in Section 280G
         of the Code)of WBI on a consolidated  basis,  without regard to whether
         such payment is reasonable compensation for personal services performed
or to be performed in the future.                             

          (n) Labor Matters.  Neither WBI nor any of its Subsidiaries is a party
     to or is bound by any collective  bargaining  agreement,  contract or other
     agreement or understanding with a labor union or labor organization, nor is
     WBI or any of its Subsidiaries  the subject of a proceeding  asserting that
     it or any such  Subsidiary has committed an unfair labor  practice  (within
     the meaning of the National  Labor  Relations Act) or seeking to compel WBI
     or any such  Subsidiary to bargain with any labor  organization as to wages
     or conditions of employment, nor is there any strike or other labor dispute
     involving  it or any of its  Subsidiaries  pending or, to WBI's  knowledge,
     threatened,  nor is WBI aware of any activity  involving  its or any of its
     Subsidiaries'  employees seeking to certify a collective bargaining unit or
engaging in other organizational activity.                            

          (o) Takeover Laws. WBI has taken all action required to be taken by it
     in order to exempt  this  Agreement,  the Stock  Option  Agreement  and the
     transactions  contemplated hereby and thereby from, and this Agreement, the
     Stock Option Agreement and the transactions contemplated hereby and thereby
     are exempt from, the  requirements of any  "moratorium",  "control  share",
     "fair price",  "affiliate  transaction",  "business  combination"  or other
     antitakeover  laws and  regulations of any state  (collectively,  "Takeover
     Laws")  applicable  to it,  including,  without  limitation,  the  State of
Delaware.                                                             

          (p) Environmental Matters. To WBI's knowledge, neither the conduct nor
     operation  of WBI or its  Subsidiaries  nor any  condition  of any property
     presently  or  previously  owned,   leased  or  operated  by  any  of  them
(including, without limitation, in a fiduciary or agency capacity), or

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     on which any of them holds a Lien, violates or violated  Environmental Laws
     and to WBI's knowledge, no condition has existed or event has occurred with
     respect  to any of them or any  such  property  that,  with  notice  or the
     passage of time, or both, is reasonably likely to result in liability under
     Environmental  Laws.  To  WBI's  knowledge,  neither  WBI  nor  any  of its
     Subsidiaries  has received any notice from any person or entity that WBI or
     its  Subsidiaries or the operation or condition of any property ever owned,
     leased,  operated,  or held as collateral or in a fiduciary capacity by any
     of them  are or were in  violation  of or  otherwise  are  alleged  to have
     liability  under any  Environmental  Law,  including,  but not  limited to,
     responsibility  (or  potential  responsibility)  for the  cleanup  or other
     remediation of any pollutants,  contaminants, or hazardous or toxic wastes,
     substances  or materials  at, on,  beneath,  or  originating  from any such
property.                                                             

          (q) Tax Matters.  (i) All Tax Returns that are required to be filed by
     or with respect to WBI and its Subsidiaries  have been duly filed, (ii) all
     Taxes  shown to be due on the Tax  Returns  referred  to in clause (i) have
     been paid in full,  (iii) the Tax  Returns  referred  to in clause (i) have
     been examined by the Internal  Revenue  Service or the  appropriate  state,
     local or foreign taxing authority or the period for assessment of the Taxes
     in respect of which such Tax Returns were required to be filed has expired,
     (iv) all  deficiencies  asserted  or  assessments  made as a result of such
     examinations have been paid in full, (v) no issues that have been raised by
     the relevant taxing  authority in connection with the examination of any of
     the Tax Returns referred to in clause (i) are currently  pending,  and (vi)
     no waivers of statutes of limitation  have been given by or requested  with
     respect to any Taxes of WBI or its Subsidiaries.  WBI has made available to
     SFG true and correct copies of the United States federal income Tax Returns
     filed by WBI and its  Subsidiaries for each of the three most recent fiscal
     years  ended  on or  before  June  30,  1997.  Neither  WBI  nor any of its
     Subsidiaries has any liability with respect to income, franchise or similar
     Taxes that accrued on or before the end of the most recent  period  covered
     by the WBI SEC  Documents  filed  prior to the date hereof in excess of the
     amounts  accrued with respect  thereto that are  reflected in the financial
     statements  included  in WBI' SEC  Documents  filed on or prior to the date
     hereof. As of the date hereof,  neither WBI nor any of its Subsidiaries has
     any  reason to believe  that any  conditions  exist  that might  prevent or
     impede the Parent  Merger from  qualifying as a  reorganization  within the
meaning of Section 368(a) of the Code.                                

           (ii) No Tax is required to be  withheld  pursuant to Section  1445 of
      the Code as a result of the transfer contemplated by this Agreement.

           (iii) WBI and its Subsidiaries  will not be liable for any taxes as a
result of any Covered Transaction.                            

          (r) Risk  Management  Instruments.  All material  interest rate swaps,
     caps, floors,  option  agreements,  futures and forward contracts and other
     similar risk  management  arrangements,  whether  entered into for WBI' own
     account,  or for the account of one or more of WBI'  Subsidiaries  or their
     customers  (all of which are  listed  on WBI'  Disclosure  Schedule),  were
     entered into (i) in  accordance  with prudent  business  practices  and all
     applicable laws, rules,  regulations and regulatory  policies and (ii) with
counterparties believed to be financially                             

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     responsible at the time; and each of them constitutes the valid and legally
     binding  obligation  of WBI or one  of  its  Subsidiaries,  enforceable  in
     accordance  with its terms  (except  as  enforceability  may be  limited by
     applicable bankruptcy, insolvency,  reorganization,  moratorium, fraudulent
     transfer and similar laws of general applicability relating to or affecting
     creditors'  rights or by general equity  principles),  and is in full force
     and effect.  Neither WBI nor its  Subsidiaries,  nor to WBI'  knowledge any
     other party thereto,  is in breach of any of its obligations under any such
agreement or arrangement.                                             

          (s)  Books  and  Records.  The  books  and  records  of  WBI  and  its
     Subsidiaries  have been fully,  properly and  accurately  maintained in all
     material respects,  and there are no material inaccuracies or discrepancies
     of any kind  contained  or  reflected  therein and they fairly  reflect the
substance of events and transactions included therein.                

          (t)  Insurance.  WBI's  Disclosure  Schedule  sets  forth  all  of the
     insurance   policies,   binders,   or  bonds   maintained  by  WBI  or  its
     Subsidiaries.  WBI and its Subsidiaries are insured with reputable insurers
     against such risks and in such amounts as the  management of WBI reasonably
     has  determined to be prudent in accordance  with industry  practices.  All
     such  insurance  policies  are in  full  force  and  effect;  WBI  and  its
     Subsidiaries  are  not in  material  default  thereunder;  and  all  claims
thereunder have been filed in due and timely fashion.                 

          (u) Accounting  Treatment.  As of the date hereof,  after due inquiry,
     WBI is  aware  of no  reason  why  the  Merger  will  fail to  qualify  for
"pooling-of-interests" accounting treatment.                          

          (v) Disclosure.  The representations and warranties  contained in this
     Section 5.03 do not contain any untrue statement of a material fact or omit
     to state any material fact  necessary in order to make the  statements  and
information contained in this Section 5.03 not misleading.            

          (w) Year 2000.  Neither WBI nor any of its  Subsidiaries has received,
     or has  reason  to  believe  that it will  receive,  a rating  of less than
     "satisfactory"  on any  Office of Thrift  Supervision  Year 2000  Report of
     Examination.  WBI has  disclosed to SFG a complete and accurate copy of its
     plan,  including  an  estimate of the  anticipated  associated  costs,  for
     addressing the issues set forth in the statements of the FFIEC dated May 5,
     1997,  entitled "Year 2000 Project Management  Awareness," and December 17,
     1997,  entitled "Safety and Soundness  Guidelines  Concerning the Year 2000
     Business Risk," as such issues affect it and its Subsidiaries and such plan
     is  in  material  compliance  with  the  schedule  set  for  in  the  FFIEC
statements.                                                           

         5.04  Representations  and Warranties of SFG.  Subject to Sections 5.01
and 5.02 and except as  Previously  Disclosed in a paragraph  of its  Disclosure
Schedule  corresponding to the relevant  paragraph below, SFG hereby  represents
and warrants to WBI as follows:                                                 

          (a)  Organization,  Standing and Authority.  SFG is a corporation duly
     organized,  validly  existing  and in good  standing  under the laws of the
     State of Ohio. SFG is duly qualified to do business and is in good standing
in the State of Ohio and any foreign jurisdictions where its          

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     ownership  or leasing of property or assets or the conduct of its  business
     requires it to be so qualified.  MAB is a national banking association duly
     organized,  validly  existing  and in good  standing  under the laws of the
     United  States of America.  MAB is duly  qualified to do business and is in
     good standing in the State of Ohio and any foreign  jurisdictions where its
     ownership  or leasing of property or assets or the conduct of its  business
requires it to be so qualified.                                       

          (b) SFG Stock. (i) As of the date hereof, the authorized capital stock
     of SFG consists of 160,000,000  shares, of which 150,000,000 shares are SFG
     Common Stock,  of which  45,045,733  shares are  outstanding as of the date
     hereof,  and 10,000,000  shares are SFG serial preferred stock, of which no
     shares are outstanding as of the date hereof. As of the date hereof, except
     as set  forth in its  Disclosure  Schedule,  SFG  does not have any  Rights
     issued or  outstanding  with  respect to SFG Common  Stock and SFG does not
     have any  commitment  to  authorize,  issue or sell any SFG Common Stock or
     Rights,  except pursuant to this Agreement.  The outstanding  shares of SFG
     Common  Stock  have  been  duly  authorized  and  are  validly  issued  and
     outstanding,  fully paid and  nonassessable,  and subject to no  preemptive
rights (and were not issued in violation of any preemptive rights).   

           (ii) The  shares of SFG  Common  Stock to be issued in  exchange  for
         shares  of WBI  Common  Stock in the  Parent  Merger,  when  issued  in
         accordance with the terms of this Agreement,  will be duly  authorized,
         validly  issued,  fully  paid  and  nonassessable  and  subject  to  no
preemptive rights.                                            

          (c) Subsidiaries.  Each of SFG's  Subsidiaries has been duly organized
     and is validly existing in good standing under the laws of the jurisdiction
     of its  organization,  and is duly  qualified to do business and is in good
     standing in the jurisdictions where its ownership or leasing of property or
     the conduct of its  business  requires it to be so  qualified  and it owns,
     directly or indirectly, all the issued and outstanding equity securities of
each of its Significant Subsidiaries.                                 

          (d)  Corporate  Power.  Each  of SFG  and  its  Subsidiaries  has  the
     corporate  power and  authority to carry on its business as it is now being
     conducted  and to own  all  its  properties  and  assets;  and  SFG has the
     corporate  power  and  authority  to  execute,   deliver  and  perform  its
     obligations  under this  Agreement  and the Stock Option  Agreement  and to
consummate the transactions contemplated hereby and thereby.          

          (e) Corporate  Authority.  This Agreement,  the Stock Option Agreement
     and the transactions  contemplated  hereby and thereby have been authorized
     by all  necessary  corporate  action of SFG and the SFG Board  prior to the
     date hereof and no stockholder approval is required on the part of SFG. The
     Agreement to Merge,  when executed by MAB,  shall have been approved by the
     Board of Directors of MAB and by the SFG Board, as the sole  stockholder of
     MAB.  This  Agreement  is a valid and  legally  binding  agreement  of SFG,
     enforceable in accordance with its terms (except as  enforceability  may be
     limited by applicable bankruptcy, insolvency,  reorganization,  moratorium,
fraudulent transfer and similar laws of general                       

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     applicability  relating to or  "affecting  creditors"  rights or by general
equity principles).                                                   

          (f) Regulatory  Approvals;  No Defaults.  (i) No consents or approvals
     of, or filings or registrations  with, any  Governmental  Authority or with
     any third  party are  required  to be made or obtained by SFG or any of its
     Subsidiaries in connection  with the execution,  delivery or performance by
     SFG of this Agreement or to consummate the Merger except for (A) the filing
     of applications,  notices,  or the Agreement to Merge, as applicable,  with
     the federal and state  thrift and banking  authorities;  (B) the filing and
     declaration of effectiveness of the Registration Statement;  (C) the filing
     of the certificate of merger with the DSS pursuant to the DGCL and with the
     OSS  pursuant to the OGCL;  (D) such  filings as are required to be made or
     approvals as are required to be obtained under the securities or "Blue Sky"
     laws of various states in connection  with the issuance of SFG Common Stock
     in the Parent Merger; and (E) receipt of the approvals set forth in Section
     7.01(b).  As of the date  hereof,  SFG is not aware of any  reason  why the
     approvals  set forth in Section  7.01(b)  will not be received  without the
     imposition of a condition, restriction or requirement of the type described
in Section 7.01(b).                                                   

           (ii) Subject to the satisfaction of the  requirements  referred to in
         the preceding  paragraph and expiration of the related waiting periods,
         and required  filings  under  federal and state  securities  laws,  the
         execution,   delivery  and   performance  of  this  Agreement  and  the
         consummation of the  transactions  contemplated  hereby do not and will
         not (A)  constitute a breach or violation  of, or a default  under,  or
         give rise to any Lien,  any  acceleration  of  remedies or any right of
         termination under, any law, rule or regulation or any judgment, decree,
         order,  governmental  permit or license,  or  agreement,  indenture  or
         instrument of SFG or of any of its  Subsidiaries or to which SFG or any
         of its Subsidiaries or properties is subject or bound, (B) constitute a
         breach  or  violation  of,  or  a  default   under,   the  articles  of
         incorporation or Code of Regulations (or similar  governing  documents)
         of SFG  or any of its  Subsidiaries,  or (C)  require  any  consent  or
         approval under any such law, rule, regulation, judgment, decree, order,
     governmental permit or license, agreement, indenture or instrument.

          (g) Financial Reports and SEC Documents;  Material Adverse Effect. (i)
     SFG's  supplemental  consolidated  financial  statements as of December 31,
     19976 and 1996 and for each of the three years in the period ended December
     31, 1998, as filed with the SEC on SFG's  Current  Report on Form 8-K dated
     October 15, 1998 (which  include the financial  statements of Mid Am, Inc.,
     Citizens Bancshares,  Inc., Century Financial Corporation and Unibank), and
     all other reports, registration statements,  definitive proxy statements or
     other statements filed or to be filed by it or any of its Subsidiaries with
     the SEC subsequent to December 31, 1997 under the Securities  Act, or under
     Section  13, 14 or 15(d) of the  Exchange  Act,  in the form filed or to be
     filed  (collectively,  "SFG  SEC  Documents")  as of the  date  filed,  (A)
     complied  or will  comply  in all  material  respects  with the  applicable
     requirements  under the Securities Act or the Exchange Act, as the case may
     be, and (B) did not and will not contain any untrue statement of a material
     fact or omit to state a  material  fact  required  to be stated  therein or
     necessary to make the  statements  therein,  in light of the  circumstances
     under which they were made, not misleading;  and each of the balance sheets
or statements of condition contained in or incorporated by            

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     reference  into any such SFG SEC Document  (including the related notes and
     schedules thereto) fairly presents,  or will fairly present,  the financial
     position  of SFG and  its  Subsidiaries  as of its  date,  and  each of the
     statements of income or results of operations and changes in  stockholders'
     equity and cash flows or  equivalent  statements  in such SFG SEC Documents
     (including any related notes and schedules  thereto)  fairly  presents,  or
     will fairly present,  the results of operations,  changes in  stockholders'
     equity and cash flows, as the case may be, of SFG and its  Subsidiaries for
     the periods to which they relate, in each case in accordance with generally
     accepted  accounting  principles  consistently  applied  during the periods
     involved,  except in each case as may be noted  therein,  subject to normal
year-end audit adjustments in the case of unaudited statements.       

           (ii) The Ohio Bank  financial  statements as of December 31, 1997 and
         1996 and for each of the three years in the period  ended  December 31,
         1997,  (A)  complied  or will  comply  in all  material  respects  with
         generally accepted accounting principles,  and (B) did not and will not
         contain  any untrue  statement  of a  material  fact or omit to state a
         material  fact  required to be stated  therein or necessary to make the
         statements therein, in light of the circumstances under which they were
made, not misleading.                                         

           (iii) Since December 31, 1997, no event has occurred or  circumstance
         arisen  that,  individually  or taken  together  with all other  facts,
         circumstances and events (described in any paragraph of Section 5.04 or
         otherwise), is reasonably likely to have a Material Adverse Effect with
respect to SFG.                                               

          (h) Litigation;  Regulatory Action. (i) No litigation,  claim or other
     proceeding before any Governmental  Authority is pending against SFG or any
     of  its  Subsidiaries  and,  to  the  best  of  SFG's  knowledge,  no  such
litigation, claim or other proceeding has been threatened.            

           (ii) Neither SFG nor any of its Subsidiaries or properties is a party
         to or is  subject  to  any  order,  decree,  agreement,  memorandum  of
         understanding or similar  arrangement  with, or a commitment  letter or
         similar  submission  to, or  extraordinary  supervisory  letter  from a
         Regulatory  Authority,  nor  has  SFG or any of its  Subsidiaries  been
         advised by a  Regulatory  Authority  that such agency is  contemplating
         issuing or requesting (or is considering the appropriateness of issuing
         or  requesting)  any  such  order,  decree,  agreement,  memorandum  of
         understanding,   commitment  letter,   supervisory  letter  or  similar
submission.                                                   

(i) Compliance with Laws. Each of SFG and its Subsidiaries: 

                (i) is in compliance with all applicable  federal,  state, local
         and foreign statutes, laws, regulations,  ordinances, rules, judgments,
         orders or decrees  applicable  thereto or to the  employees  conducting
         such  businesses,  including,  without  limitation,  the  Equal  Credit
         Opportunity Act, the Fair Housing Act, the Community  Reinvestment Act,
         the Home Mortgage  Disclosure Act and all other applicable fair lending
        laws and other laws relating to discriminatory business practices; and

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                (ii)  has all  permits,  licenses,  authorizations,  orders  and
         approvals of, and has made all filings,  applications and registrations
         with, all Governmental Authorities that are required in order to permit
         them to conduct their businesses  substantially as presently conducted;
         all such  permits,  licenses,  certificates  of  authority,  orders and
         approvals  are in  full  force  and  effect  and,  to the  best  of its
         knowledge,  no suspension or cancellation of any of them is threatened;
and                                                           

                (iii) has received,  since December 31, 1996, no notification or
         communication from any Governmental Authority (A) asserting that SFG or
         any of its  Subsidiaries is not in compliance with any of the statutes,
         regulations,  or ordinances which such Governmental  Authority enforces
         or (B)  threatening  to  revoke  any  license,  franchise,  permit,  or
         governmental authorization (nor, to SFG's knowledge, do any grounds for
any of the foregoing exist).                                  

          (j) No  Brokers.  No action has been taken by SFG that would give rise
     to any valid  claim  against any party  hereto for a brokerage  commission,
     finder's  fee or  other  like  payment  with  respect  to the  transactions
contemplated by this Agreement.                                       

          (k) Takeover Laws. SFG has taken all action required to be taken by it
     in order to exempt  this  Agreement,  the Stock  Option  Agreement  and the
     transactions  contemplated hereby and thereby from, and this Agreement, the
     Stock Option Agreement and the transactions contemplated hereby and thereby
   are exempt from, the requirements of any Takeover Laws applicable to SFG.

          (l) Environmental Matters. To SFG's knowledge, neither the conduct nor
     operation  of SFG or its  Subsidiaries  nor any  condition  of any property
     presently  or  previously  owned,   leased  or  operated  by  any  of  them
     (including,  without limitation,  in a fiduciary or agency capacity), or on
     which any of them holds a Lien,  violated  Environmental  Laws and to SFG's
     knowledge  no condition  has existed or event has occurred  with respect to
     any of them or any such property that,  with notice or the passage of time,
     or both, is reasonably  likely to result in liability  under  Environmental
     Laws.  To SFG's  knowledge,  neither  SFG nor any of its  Subsidiaries  has
     received any notice from any person or entity that SFG or its  Subsidiaries
     or the operation or condition of any property ever owned, leased, operated,
     or held as collateral or in a fiduciary capacity by any of them are or were
     in  violation  of or  otherwise  are  alleged to have  liability  under any
     Environmental  Law,  including,  but not  limited  to,  responsibility  (or
     potential  responsibility)  for the  cleanup  or other  remediation  of any
     pollutants,  contaminants,  or hazardous  or toxic  wastes,  substances  or
materials at, on, beneath, or originating from any such property.     

              (m) Tax Matters. (i) All Tax Returns that are required to be filed
     by or with respect to SFG and its Subsidiaries  have been duly filed,  (ii)
     all Taxes shown to be due on the Tax Returns referred to in clause (i) have
     been paid in full,  (iii) the Tax  Returns  referred  to in clause (i) have
been examined by the Internal Revenue Service or the appropriate      

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     state,  local or foreign  taxing  authority or the period for assessment of
     the Taxes in respect of which such Tax  Returns  were  required to be filed
     has expired, (iv) all deficiencies asserted or assessments made as a result
     of such  examinations  have been paid in full, (v) no issues that have been
     raised by the relevant taxing  authority in connection with the examination
     of any of the Tax Returns referred to in clause (i) are currently  pending,
     and (vi) no  waivers  of  statutes  of  limitation  have  been  given by or
     requested with respect to any Taxes of SFG or its Subsidiaries. Neither SFG
     nor any of its  Subsidiaries  has any  liability  with  respect  to income,
     franchise  or similar  Taxes that  accrued on or before the end of the most
     recent  period  covered by the SFG SEC  Documents  filed  prior to the date
     hereof in excess of the  amounts  accrued  with  respect  thereto  that are
     reflected in the financial statements included in SFG's SEC Documents filed
     on or prior to the date hereof. As of the date hereof, SFG has no reason to
     believe that any  conditions  exist that might prevent or impede the Parent
     Merger  from  qualifying  as a  reorganization  with the meaning of Section
368(a) of the Code.                                                   

          (n)  Books  and  Records.  The  books  and  records  of  SFG  and  its
     Subsidiaries  have been fully,  properly and  accurately  maintained in all
     material respects,  and there are no material inaccuracies or discrepancies
     of any kind  contained or reflected  therein,  and they fairly  present the
substance of events and transactions included therein.                

          (o)  Insurance.  SFG's  Disclosure  Schedule  sets  forth  all  of the
     insurance   policies,   binders,   or  bonds   maintained  by  SFG  or  its
     Subsidiaries.  SFG and its Subsidiaries are insured with reputable insurers
     against such risks and in such amounts as the  management of SFG reasonably
     has  determined to be prudent in accordance  with industry  practices.  All
     such  insurance  policies  are in  full  force  and  effect;  SFG  and  its
     Subsidiaries  are  not in  material  default  thereunder;  and  all  claims
thereunder have been filed in due and timely fashion.                 

         (p) Accounting Treatment. As of the date hereof, after due inquiry, SFG
is  aware  of  no   reason   why  the   Merger   will   fail  to   qualify   for
"pooling-of-interests" accounting treatment.                                    

          (q) Contracts.  Neither SFG nor any of its  Subsidiaries is in default
     under any contract, agreement,  commitment,  arrangement,  lease, insurance
     policy or other  instrument to which it is a party, by which its respective
     assets,  business,  or  operations  may be bound or affected in any way, or
     under which it or its respective  assets,  business,  or operations receive
     benefits, and there has not occurred any event that, with the lapse of time
or the giving of notice or both, would constitute such a default.     

          (r) Disclosure.  The representations and warranties  contained in this
     Section 5.04 do not contain any untrue statement of a material fact or omit
     to state any material fact  necessary in order to make the  statements  and
information contained in this Section 5.04 not misleading.            

         (s) Risk  Management  Instruments.  All material  interest  rate swaps,
     caps, floors,  option  agreements,  futures and forward contracts and other
     similar risk  management  arrangements,  whether entered into for SFG's own
account, or for the account of one or more of its Subsidiaries        

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     or their  customers,  were  entered  into (i) in  accordance  with  prudent
     business  practices  and  all  applicable  laws,  rules,   regulations  and
     regulatory  policies  and with  counterparties  believed to be  financially
     responsible at the time; and each of them constitutes the valid and legally
     binding  obligation  of SFG or one  of  its  Subsidiaries,  enforceable  in
     accordance  with its terms  (except  as  enforceability  may be  limited by
     applicable bankruptcy, insolvency,  reorganization,  moratorium, fraudulent
     transfer and similar laws of general applicability relating to or affecting
     creditors'  rights or by general equity  principles),  and is in full force
     and effect.  Neither SFG nor its  Subsidiaries,  nor to SFG's knowledge any
     other party thereto,  is in breach of any of its obligations under any such
agreement or arrangement in any material respect.                     

          (t) Year 2000.  Neither SFG nor any of its  Subsidiaries has received,
     or has  reason  to  believe  that it will  receive,  a rating  of less than
     "satisfactory"  on any Year 2000 Report of  Examination  of any  Regulatory
     Authority.  SFG has  disclosed to WBI a complete  and accurate  copy of its
     plan,  including  an  estimate of the  anticipated  associated  costs,  for
     addressing the issues set forth in the statements of the FFIEC dated May 5,
     1997,  entitled "Year 2000 Project Management  Awareness," and December 17,
     1997,  entitled "Safety and Soundness  Guidelines  Concerning the Year 2000
     Business  Risk," as such issues  affect it and its  Subsidiaries,  and such
     plan is in material  compliance  with the  schedule  set forth in the FFIEC
statements.                                                           

ARTICLE VI

 Covenants

         6.01  Reasonable  Best Efforts.  Subject to the terms and conditions of
this Agreement,  each of WBI and SFG agrees to use their reasonable best efforts
in good faith to take, or cause to be taken, all actions, and to do, or cause to
be  done,  all  things  necessary,  proper  or  desirable,  or  advisable  under
applicable  laws,  so as to permit  consummation  of the Merger as  promptly  as
practicable   and  otherwise  to  enable   consummation   of  the   transactions
contemplated  hereby and shall  cooperate  fully with the other party  hereto to
that end.                                                                       

         6.02  Stockholder  Approval.  WBI agrees to take,  in  accordance  with
applicable  law, the WBI Certificate  and WBI By-Laws,  all action  necessary to
convene an appropriate meeting of its stockholders to consider and vote upon the
adoption  of this  Agreement  and any other  matters  required to be approved or
adopted by WBI's  stockholders for consummation of the Parent Merger  (including
any adjournment or postponement,  the "WBI Meeting"), as promptly as practicable
after the  Registration  Statement  is declared  effective.  The WBI Board shall
recommend that its  stockholders  adopt this Agreement at the WBI Meeting unless
otherwise  necessary under the applicable  fiduciary duties of the WBI Board, as
determined by the WBI Board in good faith after consultation with and based upon
advice of independent legal counsel.                                            

         6.03 Registration Statement.  (a) SFG agrees to prepare pursuant to all
applicable laws, rules                                                          

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and  regulations  a  registration  statement  on  Form  S-4  (the  "Registration
Statement")  to be filed by SFG with the SEC in connection  with the issuance of
SFG  Common  Stock in the  Parent  Merger  (including  the proxy  statement  and
prospectus  and other proxy  solicitation  materials of WBI  constituting a part
thereof  (the  "Proxy  Statement")  and all  related  documents).  WBI agrees to
cooperate, and to cause its Subsidiaries to cooperate, with SFG, its counsel and
its  accountants,  in  preparation of the  Registration  Statement and the Proxy
Statement;  and  provided  that  WBI and its  Subsidiaries  have  cooperated  as
required  above,  SFG agrees to file the Proxy  Statement  and the  Registration
Statement  (together,  the  "Proxy/Prospectus")  with  the  SEC as  promptly  as
reasonably practicable. Each of WBI and SFG agrees to use all reasonable efforts
to cause the  Proxy/Prospectus to be declared effective under the Securities Act
as promptly as reasonably  practicable after filing thereof.  SFG also agrees to
use all  reasonable  efforts  to  obtain,  prior  to the  effective  date of the
Registration Statement, all necessary state securities law or "Blue Sky" permits
and  approvals  required  to carry  out the  transactions  contemplated  by this
Agreement.  WBI agrees to furnish to SFG all  information  concerning  WBI,  its
Subsidiaries,   officers,  directors  and  stockholders  as  may  be  reasonably
requested in connection with the foregoing.                                     

          (b) Each of WBI and SFG  agrees,  as to itself  and its  Subsidiaries,
     that none of the information supplied or to be supplied by it for inclusion
     or incorporation  by reference in (i) the  Registration  Statement will, at
     the time  the  Registration  Statement  and each  amendment  or  supplement
     thereto,  if any,  becomes  effective under the Securities Act, contain any
     untrue  statement  of a material  fact or omit to state any  material  fact
     required to be stated therein or necessary to make the  statements  therein
     not misleading, and (ii)the Proxy Statement and any amendment or supplement
     thereto  will,  at the date of mailing to the WBI  stockholders  and at the
     time of the WBI Meeting,  as the case may be, contain any untrue  statement
     of a material fact or omit to state any material fact required to be stated
     therein or necessary to make the  statements  therein not misleading or any
     statement  which,  in the  light  of the  circumstances  under  which  such
     statement is made, will be false or misleading with respect to any material
     fact, or which will omit to state any material  fact  necessary in order to
     make the statements therein not false or misleading or necessary to correct
     any  statement  in any  earlier  statement  in the Proxy  Statement  or any
     amendment or supplement thereto. Each of WBI and SFG further agrees that if
     it shall  become  aware  prior  to the  Effective  Date of any  information
     furnished  by it  that  would  cause  any of the  statements  in the  Proxy
     Statement to be false or misleading  with respect to any material  fact, or
     to omit to state any material fact necessary to make the statements therein
     not false or misleading,  to promptly inform the other party thereof and to
take the necessary steps to correct the Proxy Statement.              

          (c) SFG  agrees to advise  WBI,  promptly  after SFG  receives  notice
     thereof,  of the time when the Registration  Statement has become effective
     or any supplement or amendment has been filed,  of the issuance of any stop
     order or the suspension of the  qualification  of SFG Stock for offering or
     sale in any jurisdiction, of the initiation or threat of any proceeding for
     any  such  purpose,  or of any  request  by the SEC for  the  amendment  or
 supplement of the Registration Statement or for additional information.

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         6.04  Press  Releases.  Each of WBI and SFG  agrees  that it will  not,
without  the prior  approval  of the other  party,  issue any press  release  or
written  statement  for  general   circulation   relating  to  the  transactions
contemplated  hereby,   except  as  otherwise  required  by  applicable  law  or
regulation or NASDAQ rules.                                                     

         6.05  Access;  Information.  (a) Each of WBI and SFG  agrees  that upon
reasonable  notice and subject to  applicable  laws  relating to the exchange of
information,  it shall  afford the other party and the other  party's  officers,
employees,  counsel,  accountants  and other  authorized  representatives,  such
access during normal business hours throughout the period prior to the Effective
Time to the books, records (including,  without limitation, tax returns and work
papers  of  independent  auditors),  properties,  personnel  and to  such  other
information  as any party may  reasonably  request and,  during such period,  it
shall furnish  promptly to such other party (i) a copy of each material  report,
schedule and other document filed by it pursuant to federal or state  securities
or  banking  laws,  and (ii) all  other  information  concerning  the  business,
properties and personnel of it as the other may reasonably request.             

          (b) Each agrees that it will not,  and will cause its  representatives
     not to, use any information obtained pursuant to this Section 6.05 (as well
     as any other  information  obtained  prior to the date hereof in connection
     with the entering into of this Agreement) for any purpose  unrelated to the
     consummation of the transactions contemplated by this Agreement. Subject to
     the requirements of law, each party will keep confidential,  and will cause
     its  representatives  to keep  confidential,  all information and documents
     obtained  pursuant to this Section  6.05 (as well as any other  information
     obtained  prior to the date hereof in connection  with the entering into of
     this  Agreement)  unless such  information  (i) was  already  known to such
     party, (ii) becomes available to such party from other sources not known by
     such party to be bound by a confidentiality obligation,  (iii) is disclosed
     with the prior  written  approval  of the party to which  such  information
     pertains  or  (iv)  is or  becomes  readily  ascertainable  from  published
     information  or  trade  sources.  In  the  event  that  this  Agreement  is
     terminated  or  the  transactions  contemplated  by  this  Agreement  shall
     otherwise  fail to be  consummated,  each party  shall  promptly  cause all
     copies of documents or extracts thereof containing  information and data as
     to another  party  hereto to be returned to the party which  furnished  the
     same. No  investigation  by either party of the business and affairs of the
     other  shall  affect or be  deemed  to modify or waive any  representation,
     warranty,  covenant or agreement in this  Agreement,  or the  conditions to
     either party's  obligation to consummate the  transactions  contemplated by
this Agreement.                                                       

          (c) During the period from the date of this Agreement to the Effective
     Time, WBI shall  promptly  furnish SFG with copies of all monthly and other
     interim financial statements produced in the ordinary course of business as
the same shall become available.                                      

         6.06  Acquisition  Proposals.  WBI agrees that it shall not,  and shall
cause  its  Subsidiaries  and  its and its  Subsidiaries'  officers,  directors,
agents,  advisors  and  affiliates  not to,  solicit or  encourage  inquiries or
proposals with respect to, or engage in any negotiations concerning,  or provide
any  confidential  information  to, or have any  discussions  with,  any  person
relating to, any Acquisition                                                    

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Proposal.  It shall immediately cease and cause to be terminated any activities,
discussions or  negotiations  conducted prior to the date of this Agreement with
any parties  other than SFG with respect to any of the  foregoing  and shall use
its reasonable best efforts to enforce any  confidentiality or similar agreement
relating to an Acquisition Proposal. WBI shall promptly (within 24 hours) advise
SFG following the receipt by WBI of any  Acquisition  Proposal and the substance
thereof (including the identity of the person making such Acquisition Proposal),
and advise SFG of any material  developments  with  respect to such  Acquisition
Proposal immediately upon the occurrence thereof. Notwithstanding the foregoing,
but only after the  receipt  of an  Acquisition  Proposal  and during the period
prior to the WBI Meeting, WBI may provide information at the request of or enter
into  negotiations  with the party  presenting  the  Acquisition  Proposal  with
respect thereto,  if the WBI Board determines in good faith,  after consultation
with and based upon the advice of independent legal counsel, that the failure to
do so would result in a breach of the  fiduciary  duties of the WBI Board to the
WBI stockholders under applicable law.                                          

         6.07  Affiliate  Agreements.  Not later  than the 15th day prior to the
mailing of the Proxy  Statement,  WBI shall  deliver  to SFG a schedule  of each
person that, to the best of its knowledge,  is or is reasonably likely to be, as
of the date of the WBI Meeting, deemed to be an "affiliate" of WBI (each, a "WBI
Affiliate")  as that term is used in Rule 145 under  the  Securities  Act or SEC
Accounting  Series  Releases  130 and 135.  WBI  shall use its  reasonable  best
efforts to cause each  person  who may be deemed to be a WBI  Affiliate,  as the
case may be, to execute  and  deliver to SFG on or before the date of mailing of
the Proxy Statement an agreement in the form attached hereto as Exhibit B.      

         6.08  Takeover  Laws.  No party hereto shall take any action that would
cause the  transactions  contemplated  by this  Agreement  or the  Stock  Option
Agreement to be subject to requirements  imposed by any Takeover Law and each of
them shall take all necessary  steps within its control to exempt (or ensure the
continued exemption of) the transactions contemplated by this Agreement from, or
if necessary challenge the validity or applicability of, any applicable Takeover
Law, as now or hereafter in effect.                                             

         6.09  Certain  Policies.  Prior  to  the  Effective  Date,  WBI  shall,
consistent with generally accepted accounting principles and on a basis mutually
satisfactory  to it and SFG,  modify and change  its loan,  litigation  and real
estate  valuation  policies and practices  (including loan  classifications  and
levels of reserves) so as to be applied on a basis that is consistent  with that
of SFG;  provided,  however,  that WBI shall not be  obligated  to take any such
action pursuant to this Section 6.09 unless and until SFG acknowledges  that all
conditions to its  obligation to consummate  the Merger have been  satisfied and
certifies to WBI that SFG's  representations and warranties,  subject to Section
5.02, are true and correct as of such date and that SFG is otherwise material in
compliance with this Agreement. WBI's representations,  warranties and covenants
contained in this Agreement  shall not be deemed to be untrue or breached in any
respect  for any  purpose  as a  consequence  of any  modifications  or  changes
undertaken solely on account of this Section 6.09.                              

         6.10 NASDAQ Listing. SFG shall file a listing application,  or a NASDAQ
Notification Form                                                               

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for Change in the Number of Shares  Outstanding,  as  required  by NASDAQ,  with
respect  to the shares of SFG  Common  Stock to be issued to the  holders of WBI
Common Stock in the Merger.                                                     

         6.11  Regulatory  Applications.  (a) SFG and WBI and  their  respective
Subsidiaries shall cooperate and use their respective reasonable best efforts to
prepare  all  documentation,  to timely  effect  all  filings  and to obtain all
permits,  consents,  approvals  and  authorizations  of all  third  parties  and
Governmental  Authorities necessary to consummate the transactions  contemplated
by this  Agreement.  Each of SFG and WBI  shall  have  the  right to  review  in
advance, and to the extent practicable each will consult with the other, in each
case subject to applicable  laws relating to the exchange of  information,  with
respect to, and shall be provided in advance so as to  reasonably  exercise  its
right to review in advance,  all material written  information  submitted to any
third party or any  Governmental  Authority in connection with the  transactions
contemplated by this Agreement.  In exercising the foregoing right,  each of the
parties  hereto agrees to act reasonably  and as promptly as  practicable.  Each
party  hereto  agrees  that it will  consult  with the other  party  hereto with
respect to the  obtaining  of all  material  permits,  consents,  approvals  and
authorizations  of all third parties and Governmental  Authorities  necessary or
advisable to consummate the transactions contemplated by this Agreement and each
party  will keep the other  party  apprised  of the status of  material  matters
relating to completion of the transactions contemplated hereby.                 

          (b) Each party agrees,  upon request,  to furnish the other party with
     all information  concerning itself, its Subsidiaries,  directors,  officers
     and stockholders  and such other matters as may be reasonably  necessary or
     advisable in connection with any filing,  notice or application  made by or
     on behalf of such other party or any of its Subsidiaries to any third party
or Governmental Authority.                                            

         6.12 Indemnification. (a) Following the Effective Date and for a period
of six years  thereafter,  SFG shall  indemnify,  defend and hold  harmless  the
present directors,  officers and employees of WBI and its Subsidiaries (each, an
"Indemnified  Party")  against  all  costs  or  expenses  (including  reasonable
attorneys'  fees),  judgments,  fines,  losses,  claims,  damages or liabilities
(collectively,  "Costs")  incurred in connection with any claim,  action,  suit,
proceeding  or  investigation,   whether  civil,  criminal,   administrative  or
investigative,  arising out of actions or omissions occurring at or prior to the
Effective Time (including,  without limitation, the transactions contemplated by
this  Agreement) to the fullest  extent that WBI is permitted to indemnify  (and
advance  expenses to) its directors,  officers,  and employees under the laws of
the State of Delaware,  the WBI  Certificate and the WBI By-Laws as in effect on
the date  hereof;  provided  that any  determination  required  to be made  with
respect to whether an officer's,  director's or employee's conduct complies with
the standards  set forth under  Delaware  law, the WBI  Certificate  and the WBI
By-Laws shall be made by  independent  counsel  (which shall not be counsel that
provides material services to SFG) selected by SFG and reasonably  acceptable to
such officer, director or employee.                                             

          (b) For a period of three years from the Effective Time, SFG shall use
     its  reasonable  best  efforts to provide that  portion of  director's  and
     officer's  liability  insurance  that serves to  reimburse  the present and
former officers and directors of WBI or any of its Subsidiaries       

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     (determined  as of the Effective  Time) (as opposed to WBI) with respect to
     claims  against such  directors  and officers  arising from facts or events
     which occurred before the Effective Time,  which insurance shall contain at
     least the same coverage and amounts,  and contain  terms and  conditions no
     less  advantageous,  as that coverage  currently provided by WBI; provided,
     however,  that in no event  shall SFG be  required  to extend more than 200
     percent of the current amount expended by WBI (the  "Insurance  Amount") to
     maintain  or  procure  such  directors  and  officers  insurance  coverage;
     provided  ,  further  that if SFG is  unable  to  maintain  or  obtain  the
     insurance called for by this Section 6.12(b),  SFG shall use its reasonable
     best efforts to obtain as much comparable insurance or is available for the
     Insurance Amount; provided,  further, that officers and directors of WBI or
     any Subsidiary may be required to make  application  and provide  customary
     representations  and warranties to SFG's insurance  carrier for the purpose
of obtaining such insurance.                                          

          (c) Any  Indemnified  Party  wishing  to claim  indemnification  under
     Section 6.12(a),  upon learning of any claim, action,  suit,  proceeding or
     investigation described above, shall promptly notify SFG thereof;  provided
     that the failure so to notify shall not affect the obligations of SFG under
     Section 6.12(a) unless and to the extent that SFG is actually prejudiced as
a result of such failure.                                             

          (d) If SFG or any of its successors or assigns shall  consolidate with
     or merge into any other entity and shall not be the continuing or surviving
     entity  of  such   consolidation   or  merger  or  shall  transfer  all  or
     substantially  all of its  assets  to any  entity,  then and in each  case,
     proper  provision  shall be made so that the  successors and assigns of SFG
shall assume the obligations set forth in this Section 6.12.          

           6.13  Benefit  Plans.  (a)  Except  as  expressly  contemplated  by a
     separate  agreement  entered into by WBI and SFG on the date hereof, at the
     Effective  Time, SFG or an applicable SFG  Subsidiary,  as the case may be,
     shall be  substituted  for WBI and each WBI  Subsidiary  as the  sponsoring
     employer under those benefit and welfare plans with respect to which WBI or
     any of its Subsidiaries is a sponsoring  employer  immediately prior to the
     Effective  Time,  and shall  assume and be vested  with all of the  powers,
     rights, duties, obligations and liabilities previously vested in WBI and/or
     its  Subsidiaries  with  respect  to each such  plan.  Except as  expressly
     contemplated  by a separate  agreement  entered  into by WBI and SFG on the
     date  hereof,  each such  plan  shall be  continued  in effect by SFG or an
     applicable SFG Subsidiary after the Effective Time without a termination or
     discontinuance  thereof  as a result of the  Merger,  subject  to the power
     reserved to SFG or any applicable  SFG  Subsidiary  under each such plan to
     subsequently  amend or terminate the plan, which amendments or terminations
     shall comply with the terms of the plans and applicable  law. WBI, each WBI
     Subsidiary,  and SFG will use all  reasonable  efforts  (i) to effect  said
     substitutions and assumptions,  and such other actions  contemplated  under
     this Agreement,  and (ii) to amend such plans as to the extent necessary to
     provide for said  substitutions  and  assumptions,  and such other  actions
contemplated under this Agreement.                                    

           (b) At or as promptly as  practicable  after the Effective  Time, SFG
shall provide, or cause an                                                      

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     appropriate  SFG  Subsidiary  to provide,  to each employee of WBI, and its
     wholly-owned  subsidiaries  as of the Effective Time ("WBI  Employees") the
     opportunity  to  participate   in,  subject  to  eligibility   and  vesting
     provisions,  each employee benefit and welfare plan maintained by SFG or an
     appropriate SFG Subsidiary, whichever is applicable, for similarly-situated
     employees; provided that with respect to such plans maintained by SFG or an
     SFG Subsidiary,  whichever is applicable, WBI Employees shall be given full
     credit  for their  service  with WBI and its  Subsidiaries  in  determining
     participation  in,  eligibility for and vesting in benefits  thereunder and
     past years of service  will be fully taken into  account for  vacation  and
     severance  benefits to the extent  applicable;  provided  further  that WBI
     Employees  shall not be subject to any  pre-existing  condition  exclusions
     under the group health plan of SFG or any  applicable SFG  Subsidiary;  and
     provided further that to the extent that the initial period of coverage for
     WBI  Employees  under any plan of SFG or an SFG  Subsidiary,  whichever  is
     applicable,  that is an "employee  benefit plan" as defined in Section 3(1)
     of ERISA is not a full 12-month period of coverage,  WBI Employees shall be
     given credit under the  applicable  welfare  plan for any  deductibles  and
     co-insurance  payments made by such WBI Employees  under the  corresponding
     welfare plan of WBI or an applicable WBI  subsidiary  during the balance of
     such 12-month period of coverage.  Nothing in the preceding  sentence shall
     obligate SFG or any SFG  Subsidiary  to provide or cause to be provided any
     benefits duplicative to those provided under any benefit or welfare plan of
     WBI  or  any  applicable  WBI  Subsidiary   while  continued   pursuant  to
     subparagraph (a) above. Except as otherwise provided in this Agreement,  or
     in any applicable  plan, the power of SFG or any SFG Subsidiary to amend or
     terminate  any benefit or welfare plans of WBI and its  Subsidiaries  shall
     not be altered or affected.  Moreover,  this  subsection  6.13(b) shall not
     confer upon any WBI Employee any rights or remedies hereunder and shall not
     constitute a contract of employment or create any rights, to be retained or
otherwise, in employment at SFG or any SFG Subsidiary.                

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              (c) Any separate agreement entered into by WBI and SFG on the date
hereof  relating  to employee or  director  benefits is  incorporated  herein by
reference and shall be deemed a part of this Agreement.                         

         6.14  Notification of Certain  Matters.  Each of WBI and SFG shall give
prompt notice to the other of any fact,  event or circumstance  known to it that
(i) is reasonably  likely,  individually or taken together with all other facts,
events and  circumstances  known to it, to result in any Material Adverse Effect
with respect to it or (ii) would cause or constitute a material breach of any of
its representations, warranties, covenants or agreements contained herein.      

         6.15  Dividend  Coordination.  It is agreed by the parties  hereto that
they  will  cooperate  to  assure  that as a result of the  Merger,  during  any
applicable period, there shall not be a duplicating payment of both an SFG and a
WBI dividend. The parties further agree that if the Effective Date is at the end
of  a  fiscal  quarter,  then  they  will  cooperate  to  assure  that  the  WBI
shareholders  receive  the  dividend,  if any,  declared  by WBI rather than the
dividend for that period,  if any, by SFG. In no event will the selection of the
Effective Date cause the stockholders of WBI to lose a quarterly or a portion of
a quarterly dividend.                                                           

         6.16 Board  Representation.  SFG shall cause its Executive Committee to
nominate  for  election to the SFG Board one (1) member of the WBI Board,  which
nominee shall be recommended by WBI and reasonably  satisfactory  to SFG. At the
Effective Time, the nominee so selected shall be elected to fill a vacancy for a
term  ending at the  annual  meeting  of  stockholders  of SFG in 2001 and shall
thereafter serve as a member of the SFG Board until his successor is elected and
shall have  qualified.  SFG shall cause its Executive  Committee to nominate for
election to the MAB Board one (1) member of the FFB Board,  which  nominee shall
be recommended by WBI and reasonably satisfactory to SFG.                       

              6.17 Separate  Division of MAB. In  connection  with the merger of
     FFB into MAB,  MAB shall name a new  Community  Bank  Division,  which will
     include all of FFB's  offices  (with the  exception of the  Rossford,  Ohio
     branch) in addition to the MAB  branches in Bowling  Green,  Elmore,  North
Baltimore, Grand Rapids, Genoa, Stony Ridge, Weston and Bradner, Ohio.

 ARTICLE VII

Conditions to Consummation of the Merger

         7.01  Conditions to Each Party's  Obligation to Effect the Merger.  The
respective obligation of each of SFG and WBI to consummate the Merger is subject
to the  fulfillment or written waiver by SFG and WBI prior to the Effective Time
of each of the following conditions:                                            

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          (a) WBI  Stockholder  Approval.  This  Agreement  shall have been duly
adopted by the requisite vote of the stockholders of WBI.             

          (b)  Regulatory  Approvals.   All  regulatory  approvals  required  to
     consummate the  transactions  contemplated  hereby shall have been obtained
     and shall remain in full force and effect and all statutory waiting periods
     in respect  thereof shall have expired and no such approvals  shall contain
     (i) any  conditions,  restrictions  or  requirements  which  the SFG  Board
     reasonably  determines would either before or after the Effective Time have
     a Material Adverse Effect on SFG after giving effect to the consummation of
     the Merger,  or (ii) any conditions,  restrictions or requirements that are
     not  customary and usual for approvals of such type and which the SFG Board
     reasonably  determines  would either before or after the Effective  Date be
unduly burdensome.                                                    

          (c) No Injunction. No Governmental Authority of competent jurisdiction
     shall have enacted, issued,  promulgated,  enforced or entered any statute,
     rule,  regulation,  judgment,  decree,  injunction or other order  (whether
     temporary,  preliminary  or  permanent)  which is in effect  and  prohibits
consummation of the transactions contemplated by this Agreement.      

          (d)  Registration  Statement.  The  Registration  Statement shall have
     become  effective under the Securities Act and no stop order suspending the
     effectiveness of the  Registration  Statement shall have been issued and no
     proceedings for that purpose shall have been initiated or threatened by the
SEC.                                                                  

          (e) Blue Sky  Approvals.  All permits and other  authorizations  under
     state securities laws necessary to consummate the transactions contemplated
     hereby  and to issue  the  shares of SFG  Common  Stock to be issued in the
 Parent Merger shall have been received and be in full force and effect.

          (f) Accounting  Treatment.  SFG shall have received from Crowe, Chizek
     and Company,  LLP, SFG's independent  auditors, a letter, dated the date of
     or shortly prior to each of the mailing date of the Proxy Statement and the
     Effective  Date,  stating its  opinion  that the Merger  shall  qualify for
pooling-of-interests accounting treatment.                            

         7.02  Conditions  to  Obligation  of  WBI.  The  obligation  of  WBI to
consummate  the Merger is also subject to the  fulfillment  or written waiver by
WBI prior to the Effective Time of each of the following conditions:            

          (a) Representations and Warranties. The representations and warranties
     of SFG set forth in this  Agreement  shall be true and correct,  subject to
     Section 5.02, as of the date of this Agreement and as of the Effective Date
     as though made on and as of the Effective Date (except that representations
     and  warranties  that by their terms speak as of the date of this Agreement
     or some  other date shall be true and  correct  as of such  date),  and WBI
     shall have  received a  certificate,  dated the Effective  Date,  signed on
behalf of SFG by the Chief Executive Officer and                      

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the Chief Financial Officer of SFG to such effect.                    

          (b) Performance of Obligations of SFG. SFG shall have performed in all
     material  respects all  obligations  required to be performed by them under
     this  Agreement  at or prior to the  Effective  Time,  and WBI  shall  have
     received a certificate,  dated the Effective Date,  signed on behalf of SFG
     by the Chief Executive  Officer and the Chief  Financial  Officer of SFG to
such effect.                                                          

          (c) Tax Opinion.  WBI shall have received an opinion of counsel to SFG
     or SFG's  independent  auditors,  dated the  Effective  Date, to the effect
     that, on the basis of facts,  representations  and assumptions set forth in
     such opinion,  (i) the Parent Merger constitutes a "reorganization"  within
     the  meaning  of  Section  368 of the Code and (ii) no gain or loss will be
     recognized by stockholders of WBI who receive shares of SFG Common Stock in
     exchange  for shares of WBI Common  Stock,  and cash in lieu of  fractional
     share  interests,  other than the gain or loss to be  recognized as to cash
     received in lieu of fractional share  interests.  In rendering its opinion,
     counsel  to SFG or SFG's  independent  auditors,  as the  case may be,  may
     require and rely upon representations contained in letters from WBI and SFG

          (d) Opinion of SFG's  Counsel.  WBI shall have  received an opinion of
     counsel to SFG, dated the Effective  Date, to the effect that, on the basis
     of the facts, representations and assumptions set forth in the opinion, (i)
     SFG is a corporation  duly organized and in good standing under the laws of
     the State of Ohio,  (ii) this  Agreement  has been duly executed by SFG and
     constitutes  the  binding  obligation  of SFG,  enforceable  against SFG in
     accordance  with its  terms,  (iii)  the SFG  Common  Stock to be issued as
     Merger Consideration, when issued, shall be duly authorized, fully paid and
     non-assessable,  and (iv) that upon the filing of the certificate of merger
with the DSS, the Parent Merger shall become effective.               

          (e) Fairness Opinion.  WBI shall have received a fairness opinion from
     Stifel, Nicolaus & Company,  Incorporated,  financial advisor to WBI, dated
     as of a date  reasonably  proximate  to the  date of the  Proxy  Statement,
     stating that the Merger  Consideration  is fair to the  stockholders of WBI
from a financial point of view.                                       

         7.03  Conditions  to  Obligation  of  SFG.  The  obligation  of  SFG to
consummate  the Merger is also subject to the  fulfillment  or written waiver by
SFG prior to the Effective Time of each of the following conditions:            

          (a) Representations and Warranties. The representations and warranties
     of WBI set forth in this  Agreement  shall be true and correct,  subject to
     Section 5.02, as of the date of this Agreement and as of the Effective Date
     as though made on and as of the Effective Date (except that representations
     and  warranties  that by their terms speak as of the date of this Agreement
     or some other date shall be true and correct as of such date) and SFG shall
     have received a certificate,  dated the Effective Date, signed on behalf of
     WBI by the Chief Executive  Officer and the Chief Financial  Officer of WBI
to such effect.                                                       

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          (b) Performance of Obligations of WBI. WBI shall have performed in all
     material respects all obligations required to be performed by it under this
     Agreement at or prior to the Effective  Time, and SFG shall have received a
     certificate, dated the Effective Date, signed on behalf of WBI by the Chief
  Executive Officer and the Chief Financial Officer of WBI to such effect.

          (c) Opinion of WBI's  Counsel.  SFG shall have  received an opinion of
     Silver,  Freedman & Taff,  dated the Effective Date, to the effect that, on
     the basis of the facts,  representations  and  assumptions set forth in the
     opinion, (i) WBI is a corporation duly organized and in good standing under
     the laws of the  State of  Delaware,  (ii)  this  Agreement  has been  duly
     executed by WBI and constitutes a binding obligation on WBI, enforceable in
     accordance  with its terms  against  WBI, and (iii) that upon the filing of
     the  certificate  of merger with the DSS,  the Parent  Merger  shall become
effective.                                                            

          (d)  Dissenters.  Holders of not more than 7% of the WBI Common  Stock
     shall have  preserved  their  elections to perfect  appraisal  rights under
Section 262 of the DGCL.                                              

          (e)  Affiliate  Agreements.  SFG shall have  received  the  agreements
referred to in Section 6.07 from each affiliate of WBI.               

ARTICLE VIII

 Termination

         8.01 Termination. This Agreement may be terminated, and the Acquisition
may be abandoned:                                                               

          (a) Mutual  Consent.  At any time prior to the Effective  Time, by the
     mutual  consent  of SFG and  WBI,  if the  Board  of  Directors  of each so
determines by vote of a majority of the members of its entire Board.  

          (b) Breach. At any time prior to the Effective Time, by SFG or WBI, if
     its Board of Directors so  determines  by vote of a majority of the members
     of its  entire  Board,  in the event of  either:  (i) a breach by the other
     party of any  representation  or warranty  contained herein (subject to the
     standard set forth in Section 5.02), which breach cannot be or has not been
     cured  within 30 days after the giving of written  notice to the  breaching
     party of such  breach;  or (ii) a breach by the  other  party of any of the
     covenants or agreements contained herein, which breach cannot be or has not
     been  cured  within 30 days  after  the  giving  of  written  notice to the
     breaching  party of such breach,  provided that such breach  (whether under
     (i) or (ii)) would be reasonably  likely,  individually or in the aggregate
with other breaches, to result in a Material Adverse Effect.          

          (c) Delay.  At any time prior to the Effective Time, by SFG or WBI, if
     its Board of Directors so  determines  by vote of a majority of the members
of its entire Board, in the event                                     

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     that the Parent Merger is not consummated by September 30, 1999,  except to
     the extent  that the failure of the Parent  Merger  then to be  consummated
     arises out of or results  from the knowing  action or inaction of the party
seeking to terminate pursuant to this Section 8.01(c).                

          (d)  No  Approval.  By WBI  or  SFG,  if its  Board  of  Directors  so
     determines by a vote of a majority of the members of its entire  Board,  in
     the event (i) the  approval  of any  Governmental  Authority  required  for
     consummation of the Merger and the other transactions  contemplated by this
     Agreement  shall  have been  denied by final  nonappealable  action of such
     Governmental  Authority  or (ii) the WBI  stockholders  fail to adopt  this
Agreement at the WBI Meeting.                                         

          (e) By WBI, if the Average  NASDAQ Closing Price (as defined below) of
     SFG Common  Stock is less than  $24.25,  subject to  adjustment  for events
     occurring  under  Section  3.05,  provided  however,   that  prior  to  WBI
     exercising any right of termination  pursuant to this Section 8.01(e),  SFG
     may,  at its  option,  for a period of three (3)  business  days,  offer to
     distribute  to WBI  stockholders,  in  connection  with  Section  3.01,  an
     additional  number of shares of SFG  Common  Stock to offset  the amount by
     which  the  Average  NASDAQ  Closing  Price  is  below  $24.25  subject  to
     adjustment for events  occurring  under Section 3.05. In the event that SFG
     offers the  stockholders  of WBI  additional  shares of SFG Common Stock in
     accordance  herewith,  the right of WBI to terminate this  Agreement  under
     this Section 8.01 (e) shall be null and void, and the Merger  Consideration
     shall be adjusted in accordance herewith. For purposes of this Section 8.01
     (e), the Average NASDAQ Closing Price shall mean the arithmetic mean of the
     NASDAQ  closing  prices of SFG Common  Stock for the ten (10)  trading days
     immediately  preceding  the eighth (8th) trading day prior to the Effective
Date.                                                                 

         8.02 Effect of Termination and Abandonment,  Enforcement of Agreement..
In the event of termination of this Agreement and the  abandonment of the Merger
pursuant  to this  Article  VIII,  no party  to this  Agreement  shall  have any
liability or further  obligation to any other party hereunder  except (i) as set
forth in Section  9.01 and (ii) that  termination  will not  relieve a breaching
party from  liability for any willful  breach of this  Agreement  giving rise to
such termination. Notwithstanding anything contained herein to the contrary, the
parties  hereto  agree that  irreparable  damage  will occur in the event that a
party  breaches  any  of  its  obligations,  duties,  covenants  and  agreements
contained herein. It is accordingly agreed that the parties shall be entitled to
an injunction or injunctions to prevent breaches or threatened  breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement
in any court of the United States or any state having  jurisdiction,  this being
in addition to any other remedy to which they are entitled by law or in equity. 

ARTICLE IX

 Miscellaneous

         9.01 Survival. No representations, warranties, agreements and covenants
contained  in this  Agreement  shall  survive  the  Effective  Time  (other than
Sections 6.12,  6.13, 6.16, and 6.17 and this Article IX which shall survive the
Effective Time) or the termination of this Agreement if this                    

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Agreement  is  terminated  prior to the  Effective  Time  (other  than  Sections
6.03(b),  6.04,  6.05(b),  8.02,  and this  Article IX which shall  survive such
termination).                                                                   

         9.02 Waiver;  Amendment.  Prior to the Effective Time, any provision of
this  Agreement may be (i) waived by the party  benefited by the  provision,  or
(ii) amended or modified at any time,  by an  agreement  in writing  between the
parties hereto executed in the same manner as this Agreement,  except that after
the WBI Meeting,  this Agreement may not be amended if it would violate the DGCL
or the federal securities laws.                                                 

         9.03  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts, each of which shall be deemed to constitute an original.          

         9.04  Governing   Law.  This  Agreement   shall  be  governed  by,  and
interpreted  in  accordance  with,  the laws of the State of Ohio  applicable to
contracts  made and to be performed  entirely  within such State  (except to the
extent that mandatory provisions of Federal law are applicable).                

         9.05 Expenses.  Each party hereto will bear all expenses incurred by it
in connection  with this  Agreement and the  transactions  contemplated  hereby,
except that printing and mailing  expenses shall be shared  equally  between WBI
and SFG. All fees to be paid to Regulatory Authorities and the SEC in connection
with the transactions contemplated by this Agreement shall be borne by SFG.     

         9.06 Notices. All notices,  requests and other communications hereunder
to a party  shall  be in  writing  and  shall  be  deemed  given  if  personally
delivered,  telecopied (with  confirmation) or mailed by registered or certified
mail (return receipt  requested) to such party at its address set forth below or
such other address as such party may specify by notice to the parties hereto.   

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If to WBI, to:                                  

Wood Bancorp, Inc.                          
124 E. Court St.                            
Bowling Green, OH  43402                    
                 Attn: Robert E. Spitler, Chairman and Richard L. Gordley, CEO

With a copy to:                             

Silver, Freedman and Taff                   
1100 New York Avenue, NW                    
Floor Seven                                 
Washington, DC  20005                       
Attn: Jeffrey M. Werthan, Esq.              

If to SFG, to:                              

Sky Financial Group, Inc.                   
10 E. Main Street                           
Salineville, OH  43945                      
Attn: Marty E. Adams, President and COO     

With a copy to:                             

Sky Financial Group, Inc.                   
221 S. Church Street                        
Bowling Green, OH  43402                    
Attn: W. Granger Souder, General Counsel    

9.07                                                          
              9.7  Entire  Understanding;  No Third  Party  Beneficiaries.  This
     Agreement,  any separate agreement entered into by the parties on even date
     herewith,  and any Stock Option Agreement entered into represent the entire
     understanding  of the parties  hereto with  reference  to the  transactions
     contemplated  hereby and thereby and this Agreement  supersedes any and all
     other oral or  written  agreements  heretofore  made  (other  than any such
     separate  agreement or Stock Option  Agreement).  Except for Section  6.12,
     nothing in this Agreement, expressed or implied, is intended to confer upon
     any person,  other than the parties hereto or their respective  successors,
     any rights, remedies, obligations or liabilities under or by reason of this
Agreement.                                                            

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         9.08 Interpretation; Effect. When a reference is made in this Agreement
to Sections,  Exhibits or Schedules, such reference shall be to a Section of, or
Exhibit or Schedule to, this Agreement unless otherwise indicated.  The table of
contents and headings  contained in this  Agreement are for  reference  purposes
only  and  are not  part  of  this  Agreement.  Whenever  the  words  "include",
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation."                                     

         9.09  Waiver  of  Jury  Trial.   Each  of  the  parties  hereto  hereby
irrevocably  waives  any and all right to trial by jury in any legal  proceeding
arising out of or related to this  Agreement  or the  transactions  contemplated
hereby.                                                                         

 * * *

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed in counterparts by their duly  authorized  officers,  all as of the day
and year first above written.                                                   

                          Wood Bancorp, Inc.

                                       By:      /s/ Richard L. Gordley
                                                ----------------------
                                            Richard L. Gordley
                                                 Chief Executive Officer

                                 Sky Financial Group, Inc.

                                   By:      /s/ Marty E. Adams
                                            ------------------
                                        Marty E. Adams
                                           President and COO

44

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		9/30/99		50
Filed on:		12/31/98		35					10-Q
		12/30/98		4
		12/17/98		2		5
For Period End:		12/16/98		1		10			3
		10/15/98		35
		6/30/98		26		28			10KSB
		12/31/97		35		36			10QSB
		12/17/97		33		39
		6/30/97		26		32			10KSB
		5/5/97		33		39
		12/31/96		36		37			10QSB
		6/30/96		26
									List all Filings