Quarterly financial data (unaudited)

The following table represents summarized data for each of the quarters in fiscal 2000 and 1999 (in thousands, except earnings per share) . Such information has been restated from amounts previously reported in the Company’s Form 10-Q ’ to reflect the operations of Citizens Bankers, Inc. and Citizens Bankers Limited Partnership prior to December 29, 2000, the date on which they were merged into the Company in a transaction accounted for as a pooling-of-interests.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There have been no disagreements with accountants on any matter of accounting principles or practices or financial statement disclosures during the two year period ended December 31, 2000.

PART III

Item 10. Directors and Executive Officers of the Registrant

For information regarding the directors and persons nominated to become directors of the Company, reference is made to the information presented in the Company’s definitive Proxy Statement for its 2001 Annual Meeting of Shareholders to be filed with the Commission pursuant to Regulation 14A under the Securities and Exchange Act of 1934 (the ‘‘2001 Proxy Statement" . All of such information is incorporated herein by reference.

Item 11. Executive Compensation

For information concerning the compensation paid by the Company during the year ended December 31, 2000 to its executive officers, reference is made to the information presented in the Company’s 2001 Proxy Statement. Such information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

For information concerning the beneficial ownership of the common stock of the Company by its directors and officers and by certain other beneficial owners, reference is made to the information presented in the Company’s 2001 Proxy Statement. Such information is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

For information regarding certain business relationships and related transactions involving the Company’s officers and directors, reference is made to the information presented in the Company’s 2001 Proxy Statement. Such information is incorporated herein by reference.