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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB/A



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

For the fiscal year ended December 31, 2002

Commission File No. 333-65066



FCB FINANCIAL CORP.  (Name of Small Business Issuer in Its Charter)


|                                                                                       |  |                                                   
|-------------------------------------------------------------------------------------- |  | --------------------------------------------------
|Georgia
(State of Incorporation)                                                       |  | 58-2606457
(I.R.S. Employer Identification Number)
|                                                                                       |  |                                                   
|7401 Hodgson Memorial Drive
Savannah, Georgia
(Address of Principal Executive Offices) |  | 31406
(Zip Code)                                  

(912) 629-2900
(Issuers Telephone Number, Including Area Code)



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Securities registered under Section 12(b) of the Exchange Act:

|                    |  |                                      |     | 
|------------------- |  | ------------------------------------ | --- | 
|Title of Each Class |  | Name of Exchange on Which Registered
|                    |  |                                     
|None                |  |                                      | N/A | 

Securities registered under Section 12(g) of the Exchange Act:None

Check whether the issuer: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past
90 days.  Yes þ  No o

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the issuers knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. þ

The issuers revenues for its most recent fiscal year were $2,968,923.

The aggregate market value of the common stock held by non-affiliates of
the issuer on March 1, 2003 was $10,625,000. As of such date, no organized
trading market existed for the Common Stock of the issuer. The aggregate
market value was computed by reference to the fair market value of the Common
Stock of the issuer based on the most recent sale of the Common Stock known to
the Company. For the purpose of this response, directors, officers and holders
of 5% or more of the issuers common stock are considered the affiliates of the
issuer at that date. Although directors and executive officers of the
registrant were assumed to be affiliates of the issuer for purposes of this
calculation, the classification is not to be interpreted as an admission of
such status.

As of March 1, 2003, 1,500,000 shares of the issuers common stock were
outstanding.

Transitional Small Business Disclosure Format (check
one): Yes o   No þ



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EXPLANATORY NOTE

This Amendment No. 1 to Annual Report
on Form 10-KSB/A for the year ended December 31, 2002 is being filed
by the Registrant solely for the purpose of correcting typographical
errors in the balance sheet. Otherwise, no other changes have been
made to the Annual Report.



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Item 7. Financial Statements

The consolidated financial statements of the Company, including notes
thereto, and the report of independent certified public accountants are
included in this Report beginning at page F-1 and are incorporated herein by
reference.



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FCB FINANCIAL CORP.
AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002 AND 2001

AND ACCOUNTANTS REPORT

F-1



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REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS

To the Board of Directors of
FCB Financial Corp.

We
have audited the accompanying consolidated balance sheets of FCB
Financial Corp. (a Georgia Corporation) and its subsidiary,
First Chatham Bank, as of December 31, 2002 and 2001, and the related
consolidated statements of operations, changes in stockholders
equity and comprehensive loss and cash flows for the two years ended
December 31, 2002. These consolidated financial statements are the
responsibility of FCB Financial Corp.s management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We
conducted our audits in accordance with generally accepted auditing
standards in the United States of America. Those standards require
that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
 provides a reasonable basis for our opinion.

In our
opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of FCB Financial Corp. and its subsidiary, First
Chatham Bank, as of December 31, 2002 and 2001, and the results of
their operations and their cash flows for the two years ended
December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America.

Respectfully submitted,

| | /s/ Hancock, Askew & Co.
| | ------------------------

Savannah, Georgia
March 27, 2003

F-2



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FCB FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Operations
For the Years Ended December 31, 2002 and 2001

|                                            |                                          |                                                     |                       |           |            |           |      |         |          |        | 
|------------------------------------------- | ---------------------------------------- | --------------------------------------------------- | --------------------- | --------- | ---------- | --------- | ---- | ------- | -------- | ------ | 
|                                            |                                          |                                                     |                       |           | 2002       |           | 2001
|                                            |                                          |                                                     |                       |           |            |           |     
|Interest income:                            |                                          |                                                     |                       |           |            |           |      |        
|                                            | Loans, including fees                    |                                                     | $                     | 2,172,577 |            |           | $    |        |         
|                                            | Investment securities                    |                                                     |                       | 362,365   |            |           |      |        |         
|                                            | Federal funds sold and deposits in banks |                                                     |                       | 112,875   |            |           |      | 30,074  |         
|                                            |                                          |                                                     |                       |           |            |           |      |         |         
|                                            |                                          |                                                     | Total interest income |           |            | 2,647,817 |      |         |          | 30,074 | 
|                                            |                                          |                                                     |                       |           |            |           |      |         |         
|Interest expense:                           |                                          |                                                     |                       |           |            |           |      |        
|                                            | Deposits                                 |                                                     |                       | 1,073,814 |            |           |      |        |         
|                                            | FHLB advances and other borrowings       |                                                     |                       | 15,630    |            |           |      | 55,535  |         
|                                            |                                          |                                                     |                       |           |            |           |      |         |         
|                                            |                                          | Total interest expense                              |                       |           | 1,089,444  |           |      |         | 55,535   |       
|                                            |                                          |                                                     |                       |           |            |           |      |         |         
|                                            |                                          | Net interest income                                 |                       |           | 1,558,373  |           |      |         | (25,461  | )     
|Provision for loan losses                   |                                          |                                                     | 732,000               |           |            |           |     |        
|                                            |                                          |                                                     |                       |           |            |           |      |         |         
|                                            |                                          | Net interest income after provision for loan losses |                       |           | 826,373    |           |      |         | (25,461  | )     
|Non-interest income:                        |                                          |                                                     |                       |           |            |           |      |        
|                                            | Service charges and fees                 |                                                     |                       | 48,569    |            |           |      |        |         
|                                            | Securities gains, net                    |                                                     |                       | 35,608    |            |           |      |        |         
|                                            | Other                                    |                                                     |                       | 236,929   |            |           |      |        |         
|                                            |                                          |                                                     |                       |           |            |           |      |         |         
|                                            |                                          | Total non-interest income                           |                       |           | 321,106    |           |      |         |         |       
|                                            |                                          |                                                     |                       |           |            |           |      |         |         
|Non-interest expense:                       |                                          |                                                     |                       |           |            |           |      |        
|                                            | Salaries and employee benefits           |                                                     |                       | 1,458,771 |            |           |      | 510,538 |         
|                                            | Occupancy                                |                                                     |                       | 393,205   |            |           |      | 1,407   |         
|                                            | Other                                    |                                                     |                       | 1,192,850 |            |           |      |        |         
|                                            |                                          |                                                     |                       |           |            |           |      |         |         
|                                            |                                          | Total non-interest expense                          |                       |           | 3,044,826  |           |      |         | (511,945 | )     
|                                            |                                          |                                                     |                       |           |            |           |      |         |         
|                                            |                                          | Loss before income taxes                            |                       |           | (1,897,347 | )         |      |         | (537,406 | )     
|Income taxes                                |                                          |                                                     |                      |           |            |           |     |        
|                                            |                                          |                                                     |                       |           |            |           |      |         |         
|                                            |                                          | Net loss                                            |                       | $         | (1,897,347 | )         |      | $       | (537,406 | )     
|                                            |                                          |                                                     |                       |           |            |           |      |         |         
|Loss per common share:                      |                                          |                                                     |                       |           |            |           |      |        
|                                            |                                          | Basic                                               |                       | $         | (1.33      | )         |      | NA     
|                                            |                                          | Diluted                                             |                       |           | (1.33      | )         |      | NA     
|Weighted average common shares outstanding: |                                          |                                                     |                       |           |            |           |      |        
|                                            |                                          | Basic                                               |                       |           | 1,422,852  |           |      | NA     
|                                            |                                          | Diluted                                             |                       |           | 1,422,852  |           |      | NA     

See accompanying notes to consolidated financial statements.

F-3



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FCB FINANCIAL CORP. AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 2002 and 2001

|                                     |                                                                                                                                                        |                                            |            |            |            |      |            |            |            | 
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ---------- | ---------- | ---------- | ---- | ---------- | ---------- | ---------- | 
|                                     |                                                                                                                                                        |                                            |            | 2002       |            | 2001
|                                     |                                                                                                                                                        |                                            |            |            |            |     
|Assets                              
|Cash and due from banks              |                                                                                                                                                        | $                                          | 10,338,426 |            |            | $    | 12,433,432 |           
|Federal funds sold                   |                                                                                                                                                        |                                            | 950,000    |            |            |      |           |           
|                                     |                                                                                                                                                        |                                            |            |            |            |      |            |           
|                                     | Cash and cash equivalents                                                                                                                              |                                            |            | 11,288,426 |            |      |            | 12,433,432 |           
|Securities available for sale        |                                                                                                                                                        |                                            | 15,592,782 |            |            |      |           |           
|Loans, net of allowance of $732,000  |                                                                                                                                                        |                                            | 65,370,403 |            |            |      |           |           
|Premises and equipment, net          |                                                                                                                                                        |                                            | 4,250,690  |            |            |      | 2,034,465  |           
|Interest receivable                  |                                                                                                                                                        |                                            | 325,668    |            |            |      |           |           
|Other assets                         |                                                                                                                                                        |                                            | 430,830    |            |            |      | 477,423    |           
|                                     |                                                                                                                                                        |                                            |            |            |            |      |            |           
|                                     |                                                                                                                                                        | Total assets                               |            | $          | 97,258,799 |      |            | $          | 14,945,320 | 
|                                     |                                                                                                                                                        |                                            |            |            |            |      |            |           
|Liabilities and Stockholders Equity
|Liabilities:                         |                                                                                                                                                        |                                            |            |            |            |      |            |           
|                                     | Deposits:                                                                                                                                              |                                            |            |            |            |      |            |            |           
|                                     |                                                                                                                                                        | Non-interest bearing                       |            | $          | 4,151,919  |      |            | $          |           | 
|                                     |                                                                                                                                                        | Interest-bearing                           |            |            | 78,694,822 |      |            |            |           | 
|                                     |                                                                                                                                                        |                                            |            |            |            |      |            |           
|                                     |                                                                                                                                                        | Total deposits                             |            |            | 82,846,741 |      |            |            |           | 
|                                     | Accrued expenses and other liabilities                                                                                                                 |                                            |            | 418,381    |            |      |            | 113,666    |           
|                                     | Federal Home Loan Bank advances                                                                                                                        |                                            |            | 1,500,000  |            |      |            |           |           
|                                     | Other borrowings                                                                                                                                       |                                            |            |           |            |      |            | 3,015,000  |           
|                                     |                                                                                                                                                        |                                            |            |            |            |      |            |           
|                                     |                                                                                                                                                        | Total liabilities                          |            |            | 84,765,122 |      |            |            | 3,128,666  | 
|                                     |                                                                                                                                                        |                                            |            |            |            |      |            |           
|Stockholders equity:                |                                                                                                                                                        |                                            |            |            |            |      |            |           
|                                     | Common stock, $1 par value; 100,000,000 shares
authorized; 1,500,000 and 100 shares issued and
outstanding at December 31, 2002 and 2001,
respectively |                                            |            | 1,500,000  |            |      |            | 100        |           
|                                     | Capital surplus                                                                                                                                        |                                            |            | 13,332,193 |            |      |            | 900        |           
|                                     | Accumulated deficit                                                                                                                                    |                                            |            | (2,434,753 | )          |      |            | 11,815,654 |           
|                                     | Accumulated other comprehensive income                                                                                                                 |                                            |            | 96,237     |            |      |            |           |           
|                                     |                                                                                                                                                        |                                            |            |            |            |      |            |           
|                                     |                                                                                                                                                        | Total stockholders equity                 |            |            | 12,493,677 |      |            |            | 11,816,654 | 
|                                     |                                                                                                                                                        |                                            |            |            |            |      |            |           
|                                     |                                                                                                                                                        | Total liabilities and stockholders equity |            | $          | 97,258,799 |      |            | $          | 14,945,320 | 
|                                     |                                                                                                                                                        |                                            |            |            |            |      |            |           

See accompanying notes to consolidated financial statements.

F-4



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FCB FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders Equity and Comprehensive Loss
For the Years Ended December 31, 2002 and 2001

|                           |                                                            |                                                                                     |                          |           |        |  |            |            |             |  |               |   |              |   |        |   |             |  |            |            |   |  |             |            |            |            |  
|-------------------------- | ---------------------------------------------------------- | ----------------------------------------------------------------------------------- | ------------------------ | --------- | ------ |  | ---------- | ---------- | ----------- |  | ------------- | - | ------------ | - | ------ | - | ----------- |  | ---------- | ---------- | - |  | ----------- | ---------- | ---------- | ---------- | -
|                           |                                                            |                                                                                     |                          |           |        |  |            |            |             |  |               |   |              |   |        |   | Accumulated |  |            |            |   |  |             |            |           
|                           |                                                            |                                                                                     |                          |           |        |  |            |            |             |  |               |   |              |   |        |   | Other       |  |            |            |   |  |             |            |           
|                           |                                                            |                                                                                     |                          |           | Common |  | Capital    |            | Accumulated |  | Comprehensive |   | Common Stock |   |        |   |            
|                           |                                                            |                                                                                     |                          |           | Stock  |  | Surplus    |            | Deficit     |  | Income (loss) |   | Subscribed   |   | Total 
|                           |                                                            |                                                                                     |                          |           |        |  |            |            |             |  |               |   |              |   |       
|Balance, December 31, 2000 |                                                            |                                                                                     |                         |           |        |  |           |            |             |  |              |   |              |   |       |   |             |  |           |            |   |  |            |           
|                           | Comprehensive
income (loss):                               |                                                                                     |                          |           |        |  |            |            |             |  |               |   |              |   |        |   |             |  |            |            |   |  |             |            |           
|                           |                                                            | Net loss                                                                            |                          |           |       |  |            |            |            |  |               |   | (537,406     | ) |        |   |            |  |            |            |  |  |             |            | (537,406   | )         
|                           |                                                            |                                                                                     |                          |           |        |  |            |            |             |  |               |   |              |   |        |   |             |  |            |            |   |  |             |           
|                           |                                                            |                                                                                     | Total comprehensive loss |           |        |  |            |            |             |  |               |   |              |   |        |   |             |  |            |            |   |  |             |            |            | (537,406   | )
|                           | Proceeds from sale of stock to organizers                  |                                                                                     |                          | 100       |        |  |            | 900        |             |  |               |  |              |   |        |  |             |  |            |           |   |  |             | 1,000      |           
|                           | Proceeds from sale of common
stock (subscribed)            |                                                                                     |                          |          |        |  |            |           |             |  |               |  |              |   |        |  |             |  |            | 12,353,060 |   |  |             | 12,353,060 |           
|                           |                                                            |                                                                                     |                          |           |        |  |            |            |             |  |               |   |              |   |        |   |             |  |            |            |   |  |             |           
|Balance, December 31, 2001 |                                                            |                                                                                     | 100                      |           |        |  | 900        |            |             |  | (537,406      | ) |              |   |       |   |             |  | 12,353,060 |            |   |  | (11,816,654 | )         
|                           | Comprehensive income:                                      |                                                                                     |                          |           |        |  |            |            |             |  |               |   |              |   |        |   |             |  |            |            |   |  |             |            |           
|                           |                                                            | Net loss                                                                            |                          |           |       |  |            |            |            |  |               |   | (1,897,347   | ) |        |   |            |  |            |            |  |  |             |            | (1,897,347 | )         
|                           |                                                            | Change in unrealized holding gain
on investment
securities, net of taxes of $49,600 |                          |           |       |  |            |            |            |  |               |   |             |   |        |   | 96,237      |  |            |            |  |  |             |            | 96,237     |           
|                           |                                                            |                                                                                     |                          |           |        |  |            |            |             |  |               |   |              |   |        |   |             |  |            |            |   |  |             |           
|                           |                                                            |                                                                                     | Total comprehensive loss |           |        |  |            |            |             |  |               |   |              |   |        |   |             |  |            |            |   |  |             |            |            | (1,801,110 | )
|                           |                                                            |                                                                                     |                          |           |        |  |            |            |             |  |               |   |              |   |        |   |             |  |            |            |   |  |             |           
|                           | Reimbursement of initial stock to organizers               |                                                                                     |                          | (100      | )      |  |            | (900       | )           |  |               |  |              |   |        |  |             |  |            |           |   |  |             | (1,000     | )         
|                           | Reclassification of common stock
subscribed to outstanding |                                                                                     |                          | 1,235,306 |        |  |            | 11,117,754 |             |  |               |  |              |   |        |  |             |  |            | 12,353,060 |   |  |             |           |           
|                           | Proceeds from sale of common stock, net of costs           |                                                                                     |                          | 264,694   |        |  |            | 2,214,439  |             |  |               |  |              |   |        |  |             |  |            |           |   |  |             | 2,479,133  |           
|                           |                                                            |                                                                                     |                          |           |        |  |            |            |             |  |               |   |              |   |        |   |             |  |            |            |   |  |             |           
|Balance, December 31, 2002 |                                                            | $                                                                                   | 1,500,000                |           |        |  | 13,332,193 |            |             |  | (2,434,753    | ) |              |   | 96,237 |   |             |  |           |            |   |  | 12,493,677  |           
|                           |                                                            |                                                                                     |                          |           |        |  |            |            |             |  |               |   |              |   |        |   |             |  |            |            |   |  |             |           

See accompanying notes to consolidated financial statements.

F-5



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FCB FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2002 and 2001

|                                           |                                                                             |                                                |             |             |            |      |            |            |            |  
|------------------------------------------ | --------------------------------------------------------------------------- | ---------------------------------------------- | ----------- | ----------- | ---------- | ---- | ---------- | ---------- | ---------- | -
|                                           |                                                                             |                                                |             | 2002        |            | 2001
|                                           |                                                                             |                                                |             |             |            |     
|Operating activities:                      |                                                                             |                                                |             |             |            |      |            |           
|                                           | Net loss                                                                    |                                                | $           | (1,897,347  | )          |      | $          | (537,406   | )         
|                                           | Adjustments to reconcile net loss to net cash used in
operating activities: |                                                |             |             |            |      |            |            |           
|                                           | Depreciation, amortization and accretion                                    |                                                |             | 110,715     |            |      |            | 600        |           
|                                           | Provision for loan losses                                                   |                                                |             | 732,000     |            |      |            |           |           
|                                           | Gain on sale of securities available for sale                               |                                                |             | (35,608     | )          |      |            |           |           
|                                           | Change in assets and liabilities, net of effects of purchase
transaction:   |                                                |             |             |            |      |            |            |           
|                                           |                                                                             | Other assets and accrued interest receivable   |             |             | (360,764   | )    |            |            | (477,423   | )
|                                           |                                                                             | Accrued expenses and other liabilities         |             |             | 304,715    |      |            |            | 113,666    |  
|                                           |                                                                             |                                                |             |             |            |      |            |            |           
|Net cash used in operating activities      |                                                                             |                                                | (1,146,289  | )           |            |      | (900,563   | )         
|                                           |                                                                             |                                                |             |             |            |      |            |            |           
|Investing activities:                      |                                                                             |                                                |             |             |            |      |            |           
|                                           | Purchases of securities available for sale                                  |                                                |             | (23,422,672 | )          |      |            |           |           
|                                           | Proceeds from maturities and calls of securities available for
sale         |                                                |             | 6,989,147   |            |      |            |           |           
|                                           | Proceeds from sales of securities available for sale                        |                                                |             | 960,305     |            |      |            |           |           
|                                           | Net increase in loans                                                       |                                                |             | (66,102,403 | )          |      |            |           |           
|                                           | Purchases of premises and equipment                                         |                                                |             | (2,232,968  | )          |      |            | (2,035,065 | )         
|                                           |                                                                             |                                                |             |             |            |      |            |            |           
|Net cash used in investing activities      |                                                                             |                                                | (83,808,591 | )           |            |      | (2,035,065 | )         
|                                           |                                                                             |                                                |             |             |            |      |            |            |           
|Financing activities:                      |                                                                             |                                                |             |             |            |      |            |           
|                                           |                                                                             | Net increase in deposits                       |             |             | 82,846,741 |      |            |            |           |  
|                                           |                                                                             | Proceeds from FHLB advances                    |             |             | 1,500,000  |      |            |            |           |  
|                                           |                                                                             | Proceeds
(Repayments) of short term borrowings |             |             | (3,015,000 | )    |            |            | 3,015,000  |  
|                                           |                                                                             | Proceeds from common stock offering            |             |             | 2,478,133  |      |            |            | 12,354,060 |  
|                                           |                                                                             |                                                |             |             |            |      |            |            |           
|Net cash provided by financing activities  |                                                                             |                                                | 83,809,874  |             |            |      | 15,369,060 |           
|                                           |                                                                             |                                                |             |             |            |      |            |            |           
|Net change in cash and cash equivalents    |                                                                             |                                                | (1,145,006  | )           |            |      | 12,433,432 |           
|                                           | Cash and cash equivalents at beginning of period                            |                                                |             | 12,433,432  |            |      |            |           |           
|                                           |                                                                             |                                                |             |             |            |      |            |            |           
|Cash and cash equivalents at end of period |                                                                             | $                                              | 11,288,426  |             |            | $    | 12,433,432 |           
|                                           |                                                                             |                                                |             |             |            |      |            |            |           

See accompanying notes to consolidated financial statements.

F-6



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(1) Summary of Significant Accounting Policies

The accounting principles followed by FCB Financial Corp. (the Parent) and
its wholly owned subsidiary First Chatham Bank (the Bank) and the methods of
applying these principles conform with accounting principles generally accepted
in the United States of America and with general practices within the banking
industry. The following is a description of the more significant of those
policies.

Organization

The Parent was incorporated as a Georgia corporation on February 13, 2001, and
owns all of the outstanding capital stock of the Bank. In an initial public
offering completed on January 11, 2002 (the Offering), the Parent sold and
issued an aggregate of 1,500,000 shares of common stock, par value $1.00 per
share, at a price of $10.00 per share. On January 22, 2002, FCB received
approval from the Board of Governors of the Federal Reserve System (the
Federal Reserve) and the Georgia Department of Banking and Finance (the
Georgia Department) to become a bank holding company. Accordingly, on
January 22, 2002, FCB used $10,000,000 of the net proceeds of Offering to
purchase all of the common stock of the Bank

The Bank currently serves Chatham county and surrounding areas through two full
service banking offices. As a state chartered bank which is not a member of the
Federal Reserve, the Bank is subject to regulation by the State of Georgia
Department of Banking & Finance and the Federal Deposit Insurance Corporation.

The Parent is a bank holding company whose business is conducted by its
wholly-owned subsidiary, First Chatham Bank (the Bank). The Parent and the
Bank are collectively referred to as FCB. The Bank is a commercial bank located
in Savannah, Georgia and provides a full range of banking services in its
primary market area of Chatham County and surrounding counties. The Banks
deposits are insured and subject to the regulation of the Federal Deposit
Insurance Corporation (FDIC).

Organization and Basis of Presentation

The Bank provides a full range of retail and commercial banking services for
consumers and small to medium size businesses primarily in coastal Georgia.
Lending and investing activities are funded primarily by deposits gathered
through its retail branch office network. Lending is concentrated in mortgage,
commercial and consumer loans to local borrowers. The Bank has a high
concentration of real estate loans; however, these loans are well
collateralized and, in managements opinion, do not pose an unacceptable level
of credit risk. In addition, the balance of the loan portfolio is sufficiently
diversified to avoid significant concentration of credit risk. Although the
Bank has a diversified loan portfolio, a substantial portion of borrowers
ability to honor their contracts is dependent upon the viability of the real
estate economic sector.

The success of FCB is dependent, to a certain extent, upon the economic
conditions in the geographic markets it serves. No assurance can be given that
the current economic conditions will continue. Adverse changes in the economic
conditions in these geographic markets would likely have a material adverse
effect on FCBs results of operations and financial condition. The operating
results of FCB depend primarily on its net interest income. Accordingly,
operations are subject to risks and uncertainties surrounding the exposure to
changes in the interest rate environment.

Use of Estimates

In preparing the financial statements, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities as
of the dates of the balance sheet and revenue and expenses for the years then
ended. Actual results could differ significantly from those estimates. Material
estimates that are particularly susceptible to significant change relate to the
determination of the allowance for loan losses and the valuation of real estate
that is used as collateral for a substantial portion of FCBs loans and real
estate acquired in connection with foreclosures or in satisfaction of loans. In
connection with these valuations, management obtains independent appraisals for
significant properties.

F-7



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Cash and Cash Equivalents

Cash equivalents include amounts due from banks, interest bearing deposits in
banks, and federal funds sold. Generally, federal funds are sold for one-day
periods and interest bearing deposits in banks mature within a period less than
90 days.

Investment Securities

FCB classifies its securities in one of three categories: held to maturity,
available for sale, or trading. Trading securities are bought and held
principally for the purpose of selling them in the near term. FCB does not have
investments classified in the held to maturity or the trading categories. Held
to maturity securities are those securities for which FCB has the ability and
intent to hold until maturity. All other securities are classified as available
for sale. At December 31, 2002 all securities were available for sale.

Available for sale securities are recorded at fair value. Unrealized holding
gains and losses, net of the related tax effect, on securities available for
sale are excluded from earnings and are reported in other comprehensive income
as a separate component of stockholders equity until realized. These
unrealized holding gains or losses are amortized into earnings over the
remaining life of the security as an adjustment to the yield in a manner
consistent with the amortization or accretion of the original purchase premium
or discount on the associated security.

A decline in the fair value of investments below cost that is deemed other than
temporary is charged to earnings and establishes a new cost basis for the
security.

Premiums and discounts are amortized or accreted over the life of the related
security as an adjustment to the yield. Realized gains and losses for
securities classified as available for sale and held to maturity securities are
included in earnings and are derived using the specific identification method
for determining the cost of the securities sold.

Loans and Allowance for Loan Losses

All loans are stated at principal amount outstanding, net of any unearned
revenue. Interest on loans is primarily calculated by using the simple interest
method on daily balances of the principal amount outstanding.

Except for installment and revolving credit loans, accrual of interest is
discontinued on a loan when a loan becomes 90 days past due and is not both
well collateralized and in the process of collection, or when management
believes, after considering economic and business conditions and collection
efforts, that the principal or interest will not be collectible in the normal
course of business. When a loan is placed on nonaccrual status, previously
accrued and uncollected interest is charged to interest revenue on loans.
Generally, payments received on nonaccrual loans are applied to principal.
Interest is accrued on revolving credit loans until payments become 180 days
past due, at which time the outstanding principal balance and accrued interest
is charged off. For installment loans and other closed-end consumer loans, the
accrual of interest is discontinued when the loan becomes 120 days past due, at
which time the outstanding principal and accrued interest is charged off.

A loan is impaired when, based on current information and events, it is
probable that all amounts due, according to the contractual terms of the loan,
will not be collected. Impaired loans are measured based on the present value
of expected future cash flows, discounted at the loans effective interest
rate, or at the loans observable market price, or the fair value of the
collateral if the loan is collateral dependent. Interest revenue on impaired
loans is recognized using the cash-basis method of accounting during the time
within the period in which the loans were impaired.

The allowance for loan losses is established through a provision for loan
losses charged to earnings. Loans are charged against the allowance for loan
losses when available information confirms that the collectibility of the
principal is unlikely. The allowance represents an amount, which, in
managements judgment, is adequate to absorb probable losses on existing loans
as of the date of the balance sheet.

Managements judgment in determining the adequacy of the allowance is based on
evaluations of the collectibility of loans. These evaluations take into
consideration such factors as changes in the nature and volume of the loan
portfolio, historical loss experience as adjusted for current economic
conditions that may affect the borrowers ability to pay, overall portfolio
quality, and review of specific problem loans. In determining the adequacy of
the
allowance for loan losses, management uses a loan grading system consistent
with those applied by bank regulatory agencies. Management prepares a quarterly
analysis of the allowance for loan losses and material deficiencies are
adjusted by

F-8



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increasing the provision for loan losses. Management has an
internal loan review department that is independent of the lending function to
challenge and corroborate the loan grading system and provide additional
analysis in determining the adequacy of the allowance for loan losses.

Management believes the allowance for loan losses is adequate at December 31,
2002. While management uses available information to recognize losses on loans,
future additions to the allowance may be necessary based on changes in economic
conditions. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review FCBs allowance for loan losses.
Such agencies may require FCB to recognize additions to the allowance based on
their judgment of information available to them at the time of their
examination.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation.
Depreciation is computed primarily using the straight-line method over the
estimated useful lives of the related assets. Costs incurred for maintenance
and repairs are expensed as incurred. The range of estimated useful lives for
buildings and improvements is 15 to 40 years, and for furniture and equipment,
3 to 10 years.

Income Taxes

Deferred tax assets and liabilities are recorded for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Future tax benefits, such as net operating loss carry forwards, are
recognized to the extent that realization of such benefits is more likely than
not. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which the assets and
liabilities are expected to be recovered or settled. The effect of a change in
tax rates on deferred tax assets and liabilities is recognized in income taxes
during the period that includes the enactment date.

In the event the future tax consequences of differences between the financial
reporting bases and the tax bases of FCBs assets and liabilities results in
deferred tax assets, an evaluation of the probability of being able to realize
the future benefits indicated by such asset is required. A valuation allowance
is provided for the portion of the deferred tax asset when it is more likely
than not that some or all of the deferred tax asset will not be realized. In
assessing the realizability of the deferred tax assets, management considers
the scheduled reversals of deferred tax liabilities, projected future taxable
earnings and tax planning strategies.

Reclassifications

Certain 2001 amounts have been reclassified to conform to the 2002
presentation.

Accumulated Other Comprehensive Loss

Accounting principles generally accepted in the United States of America
normally require that recognized revenues, expenses, gains and losses be
included in net income. Although certain changes in assets and liabilities,
such as unrealized gains and losses on available for sale securities, are
reported as a separate component of the equity section of the consolidated
balance sheets, such items with net income, are components of comprehensive
income. FCB presents comprehensive income as a component of the statement of
changes in stockholders equity.

Earnings (Loss) Per Share

FCB is required to report on the face of the
statement of operations, earnings per
common share with and without the dilutive effects of potential common stock
issuances from instruments such as options, convertible securities and
warrants. Basic earnings per common share is based on the weighted average
number of common shares
outstanding during the period while the effects of potential common shares
outstanding during the period are included in diluted earnings per common
share.

F-9



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The following table sets forth the computation of basic and diluted loss per
common share for the year ended December 31:

|                                          |         |         |            |           |       |      |           | 
|----------------------------------------- | ------- | ------- | ---------- | --------- | ----- | ---- | --------- | 
|                                          |         |         |            |           |       | 2002
|                                          |         |         |            |           |       |     
|Net loss available to common shareholders |         | $       | (1,897,347 | )        
|                                          |         |         |            |          
|Diluted net earnings                      |         | $       | (1,897,347 | )        
|                                          |         |         |            |          
|Loss per common share:                    |         |         |            |          
|                                          |         | Basic   |            | $         | (1.33 | )   
|                                          |         | Diluted |            |           | (1.33 | )   
|Weighted average common shares            |         |         |            |          
|                                          |         |         |            | Basic     |       |      | 1,422,852 | 
|Effect of dilutive securities:            |         |         |            |          
|                                          |         |         |            |          
|                                          | Diluted |         |            | 1,422,852 |      
|                                          |         |         |            |          

(2) Recent Accounting Pronouncements

Accounting for Business Combinations

In July 2001, the FASB issued SFAS No. 141, Business Combinationsand SFAS No.
142, Goodwill and Other Intangible Assets. These standards change the
accounting for business combinations by, among other things, prohibiting the
prospective use of pooling-of-interests accounting and requiring companies to
stop amortizing goodwill, which is the excess of the purchase price over the
fair value of the net identifiable assets of the acquired company. Instead,
goodwill and intangible assets deemed to have an indefinite useful life will be
subject to an annual review for impairment. The new standards generally were
effective for FCB in the first quarter of 2002 and have been effective for
business combinations consummated after June 30, 2001. Deposit premiums
associated with business combinations and branch acquisitions will continue to
be amortized over the estimated useful life of the deposit base, generally not
more than 15 years.

F-10



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(3) Investment Securities

Debt and equity securities have been classified in the balance sheets according
to managements intent. The carrying amounts of securities (all available for
sale) and their approximate fair values at December 31, 2002 were as follows:

|                               |                              |           |   |            |            |            |  |        |         |       |  |        |        |  |  |           |            | 
|------------------------------ | ---------------------------- | --------- | - | ---------- | ---------- | ---------- |  | ------ | ------- | ----- |  | ------ | ------ |  |  | --------- | ---------- | 
|                               |                              |           |   |            |            |            |  | Gross  |         | Gross |  |        |        | 
|                               |                              |           |   | Unrealized |            | Unrealized |  | Fair  
|As of December 31, 2002        |                              | Amortized |   | Gains      |            | Losses     |  | Value 
|                               |                              |           |   |            |            |            |  |       
|Available for sale securities: |                              |           |   |            |            |            |  |        |         |       |  |        |        |  |  |          
|                               | U.S. Government agencies     |           | $ | 5,104,459  |            |            |  | 99,720 |         |       |  |       |        |  |  | 5,204,179 |           
|                               | Mortgage-backed securities   |           |   | 8,513,650  |            |            |  | 54,957 |         |       |  | 17,323 |        |  |  | 8,551,284 |           
|                               | Other                        |           |   | 1,500,000  |            |            |  |       |         |       |  |       |        |  |  | 1,500,000 |           
|                               | Restricted equity securities |           |   | 328,860    |            |            |  | 8,459  |         |       |  |       |        |  |  | 337,319   |           
|                               |                              |           |   |            |            |            |  |        |         |       |  |        |        |  |  |           |           
|                               |                              | Total     |   | $          | 15,446,969 |            |  |        | 163,136 |       |  |        | 17,323 |  |  |           | 15,592,782 | 
|                               |                              |           |   |            |            |            |  |        |         |       |  |        |        |  |  |           |           

Restricted equity securities consist of investments in stock of the Federal
Home Loan Bank of Atlanta (FHLB) and Community Financial Services, Inc.
(Parent of The Bankers Bank, Atlanta, Georgia). Both of these entities are
upstream correspondents of the Bank. The FHLB requires financial institutions
to make equity investments in the FHLB in order to borrow from it. The Bank is
required to hold FHLB stock so long as it borrows funds from the FHLB. The
Banks investment in Community Financial Services is restricted only in the
fact that the stock may only be purchased by Community Financial Services or
sold to another of its member banks.

The scheduled maturities of investment securities at December 31, 2002 were as
follows:

|                                       |  |           |            |       |  |   |            | 
|-------------------------------------- |  | --------- | ---------- | ----- |  | - | ---------- | 
|                                       |  | Amortized |            | Fair 
|                                       |  | Cost      |            | Value
|                                       |  |           |            |      
|Due in one year or less                |  | $         | 1,001,434  |       |  | $ | 1,003,751  | 
|Due after one year through five years  |  |           | 6,205,078  |       |  |   | 6,294,186  | 
|Due after five years through ten years |  |           | 6,407,032  |       |  |   | 6,456,132  | 
|Due after ten years                    |  |           | 1,504,563  |       |  |   | 1,501,394  | 
|Restricted equity securities           |  |           | 328,860    |       |  |   | 337,319    | 
|                                       |  |           |            |       |  |   |            | 
|                                       |  | $         | 15,446,967 |       |  | $ | 15,592,782 | 
|                                       |  |           |            |       |  |   |            | 

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(4) Loans

The major components of loans in the balance sheet at December 31, 2002 are as
follows:

|                          |                                 |   |            |           | 
|------------------------- | ------------------------------- | - | ---------- | --------- | 
|                          |                                 |   | 2002      
|                          |                                 |   |           
|Commercial                |                                 | $ | 34,803,074 |          
|Real estate:              |                                 |   |            |          
|                          | Commercial and land development |   |            | 4,395,116 | 
|                          | Residential, 1-4 families       |   |            | 8,575,105 | 
|                          | Residential, 5 or more families |   |            | 2,135,224 | 
|                          | Farmland                        |   |            | 287,885   | 
|                          | Nonfarm, nonresidential         |   |            | 5,088,008 | 
|Agricultural              |                                 |   |           |          
|Consumer                  |                                 |   | 10,217,870 |          
|Other                     |                                 |   | 600,121    |          
|                          |                                 |   |            |          
|                          |                                 |   | 66,102,403 |          
|Allowance for loan losses |                                 |   | (732,000   | )        
|                          |                                 |   |            |          
|Loans, net                |                                 | $ | 65,370,403 |          
|                          |                                 |   |            |          

As there were no loans charged off or balances recovered since inception, the
ending balance of $732,000 is consistent with the provision charged to
operations for the year ended December 31, 2002.

(5) Premises and Equipment

Premises and equipment at December 31, 2002 and 2001:

|                                |                             |   |           |           |      |   |           |           | 
|------------------------------- | --------------------------- | - | --------- | --------- | ---- | - | --------- | --------- | 
|                                |                             |   | 2002      |           | 2001
|                                |                             |   |           |           |     
|Land and land improvements      |                             | $ | 1,923,949 |           |      | $ | 1,783,513 |          
|Buildings                       |                             |   | 2,096,757 |           |      |   |          |          
|Furniture and equipment         |                             |   | 240,338   |           |      |   | 2,791     |          
|Construction in progress        |                             |   | 6,389     |           |      |   | 248,761   |          
|                                |                             |   |           |           |      |   |           |          
|                                |                             |   | 4,267,433 |           |      |   | 2,035,065 |          
|Less  accumulated depreciation |                             |   | 16,743    |           |      |   | 600       |          
|                                |                             |   |           |           |      |   |           |          
|                                | Premises and equipment, net |   | $         | 4,250,690 |      |   | $         | 2,034,465 | 
|                                |                             |   |           |           |      |   |           |          

Depreciation expense was approximately $16,100 and $600 for 2002 and 2001,
respectively. The Bank leases certain of its furniture and equipment under
agreements accounted for as operating leases. These leases will expire between
January 2005 and January 2006. Rental expense under operating leases was
$85,800 for 2002. Future minimum commitments under non-cancelable leases are as
follows:

F-12



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|     |  |   |         | 
|---- |  | - | ------- | 
|2003 |  | $ | 334,100 | 
|2004 |  |   | 352,100 | 
|2005 |  |   | 266,300 | 
|2006 |  |   | 18,000  | 
|     |  |   |         | 
|     |  | $ | 970,500 | 
|     |  |   |         | 

(6) Time Deposits

The aggregate amount of time deposit accounts with a minimum denomination of
$100,000 was approximately $13.7 million at December 31, 2002. At December 31,
2002, the scheduled maturities of time deposits are as follows:

|                              |  |   |        | 
|----------------------------- |  | - | ------ | 
|Maturing In                   |  |   |        | 
|                              |  |   |        | 
|Zero to three months          |  | $ | 5,968  | 
|Four to six months            |  |   | 1,531  | 
|Seven to twelve months        |  |   | 8,314  | 
|Thirteen to thirty-six months |  |   | 8,377  | 
|Thereafter                    |  |   | 4,625  | 
|                              |  |   |        | 
|                              |  | $ | 28,815 | 
|                              |  |   |        | 

(7) Federal Home Loan Bank Advances

FCB has an advance from the Federal Home Loan Bank (FHLB) with monthly
interest payments and principal due at maturity and a fixed interest rate of
3.32% for the first twelve months, convertible to 3 month LIBOR for the
remaining term, callable quarterly. The FHLB advance is collateralized by
first mortgage loans, mortgage-backed securities and FHLB stock.

(8) Branch Acquisition

On January 23, 2002, pursuant to a Purchase and Assumption Agreement, dated
October 22, 2001, the Bank acquired the performing loans and assumed certain
deposit and other liabilities of the Savannah branch office of The Tattnall
Bank (the Branch Acquisition). In the Branch Acquisition, the Bank assumed
approximately $10,924,000 in deposit and other liabilities and acquired
approximately $9,869,000 in loans and other assets. The Bank paid a premium of
$370,000 on the deposit liabilities it assumed from The Tattnall Bank. Pursuant
to the terms of the Purchase and Assumption Agreement, the Bank received a cash
payment of approximately $413,000 at closing, the amount by which the deposit
and other liabilities assumed by the Bank exceeded the amount of the deposit
premium and the loans and other assets (including an additional amount of
approximately $272,000 representing vault cash and ATM cash) acquired by the
Bank.

(9) Stock Offering

In an initial public offering completed on January 11, 2002 (the Offering),
FCB sold and issued an aggregate of 1,500,000 shares of common stock, par value
$1.00 per share, at a price of $10.00 per share. The proceeds were used to
purchase 100% of the outstanding common stock of First Chatham Bank and for
other corporate purposes.

(10) Stock Option Plan

The Company sponsors various stock option plans
covering certain key personnel. There are 119,500 incentive stock
options under this plan at December 31, 2002 with an exercise
price of $10.00 per share. The grant price, exercise period and
vesting schedule for each option is determined at the date of grant
by the Board of Directors. There were no options exercised or
forfeited at December 31, 2002. The weighted-average fair value
of all options grant is $.95.

(11) Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by
federal banking agencies. Failure to

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meet minimum capital requirements can
initiate certain mandatory (and possibly additional discretionary) actions by
regulators that, if undertaken, could have a direct material effect on the
Banks financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of the Banks assets,
liabilities, and certain off-balance-sheet items as calculated under regulatory
accounting practices. The Banks capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk
weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios (set forth in the table
below) of total and Tier I capital to risk-weighted assets, and of Tier I
capital to average assets, as all those terms are defined in the regulations.
Management believes, as of December 31, 2002, that the Bank meets all capital
adequacy requirements to which it is subject.

As of December 31, 2002, the Bank met the criteria to be considered adequately
capitalized under the regulatory framework for prompt corrective action. To be
categorized as well capitalized the Bank must maintain minimum total
risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the
following table.

FCB and Banks actual capital amounts and ratios are also presented in the
following table (in thousands).

|                   |                                          |                    |  |        |        |                   |  |                   |      |       |  |                      |       |                         |  |  |      |   |  |                        |       |  |  |  |       |  
|------------------ | ---------------------------------------- | ------------------ |  | ------ | ------ | ----------------- |  | ----------------- | ---- | ----- |  | -------------------- | ----- | ----------------------- |  |  | ---- | - |  | ---------------------- | ----- |  |  |  | ----- | -
|                   |                                          |                    |  |        |        |                   |  |                   |      |       |  |                      |       |                         |  |  |      |   |  | To Be Well Capitalized
|                   |                                          |                    |  |        |        |                   |  |                   |      |       |  | Required For Capital |       | Under Prompt Corrective
|                   |                                          |                    |  | Actual |        | Adequacy Purposes |  | Action Provisions
|                   |                                          |                    |  |        |        |                   |  |                  
|                   |                                          |                    |  | Amount |        | Ratio             |  | Amount            |      | Ratio |  | Amount               |       | Ratio                  
|                   |                                          |                    |  |        |        |                   |  |                   |      |       |  |                      |       |                        
|December 31, 2002: |                                          |                    |  |        |        |                   |  |                   |      |       |  |                      |       |                         |  |  |      |   |  |                        |       |  |  | 
|                   | Total Capital (to Risk Weighted Assets)  |                    |  |        |        |                   |  |                   |      |       |  |                      |       |                         |  |  |      |   |  |                        |       |  |  |  |      
|                   |                                          | Consolidated       |  | $      | 12,582 |                   |  |                   | 16.7 | %     |  | $                    | 6,023 |                         |  |  | >8.0 | % |  | $                      | 7,530 |  |  |  | >10.0 | %
|                   |                                          | First Chatham Bank |  | $      | 11,135 |                   |  |                   | 14.8 | %     |  | $                    | 6,023 |                         |  |  | >8.0 | % |  | $                      | 7,530 |  |  |  | >10.0 | %
|                   | Tier 1 Capital (to Risk Weighted Assets) |                    |  |        |        |                   |  |                   |      |       |  |                      |       |                         |  |  |      |   |  |                        |       |  |  |  |      
|                   |                                          | Consolidated       |  | $      | 11,850 |                   |  |                   | 15.7 | %     |  | $                    | 3,011 |                         |  |  | >4.0 | % |  | $                      | 4,518 |  |  |  | >6.0  | %
|                   |                                          | First Chatham Bank |  | $      | 10,403 |                   |  |                   | 13.8 | %     |  | $                    | 3,011 |                         |  |  | >4.0 | % |  | $                      | 4,518 |  |  |  | >6.0  | %
|                   | Tier 1 Capital (to Average Assets)       |                    |  |        |        |                   |  |                   |      |       |  |                      |       |                         |  |  |      |   |  |                        |       |  |  |  |      
|                   |                                          | Consolidated       |  | $      | 11,850 |                   |  |                   | 14.5 | %     |  | $                    | 3,269 |                         |  |  | >4.0 | % |  | $                      | 4,086 |  |  |  | >5.0  | %
|                   |                                          | First Chatham Bank |  | $      | 10,403 |                   |  |                   | 12.7 | %     |  | $                    | 3,269 |                         |  |  | >4.0 | % |  | $                      | 4,086 |  |  |  | >5.0  | %



|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | The regulatory designation of well capitalized under prompt corrective action regulations is not applicable
to FCB (a bank holding company). However, Regulation Y defines well capitalized for a bank holding company
for the purpose of determining eligibility for a streamlined review process for acquisition proposals. For
such purposes; well capitalized requires FCB to maintain a minimum Tier I risk-based capital ratio of 6%
and a minimum total risk-based capital ratio of 10%.

Cash, Dividend, Loan and Other Restrictions

At December 31, 2002, the Bank was not required by the Federal Reserve Bank to
maintain reserve balances. Federal and state banking regulations place certain
restrictions on dividends paid by the Bank to the Parent.

The Federal Reserve Act requires that extensions of credit by the Parent to
certain affiliates, including the Bank, be secured by specific collateral, that
the extension of credit to any one affiliate be limited to 10% of capital and
surplus (as defined), and that extensions of credit to all such affiliates be
limited to 20% of capital and surplus.

(12) Commitments and Contingencies

The Parent and the Bank are parties to financial instruments with
off-balance-sheet risk in the normal course of business to meet the financing
needs of their customers. These financial instruments include commitments to
extend credit, letters of credit and financial guarantees. These instruments
involve, to varying degrees, elements of credit

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##### 



risk in excess of the amount
recognized in the balance sheet. The contract amounts of these instruments
reflect the extent of involvement FCB have in particular classes of financial
instruments.

The exposure to credit loss in the event of nonperformance by the other party
to the financial instrument for commitments to extend credit, letters of credit
and financial guarantees written is represented by the contractual amount of
these instruments. FCB uses the same credit policies in making commitments and
conditional obligations as for on-balance-sheet instruments. In most cases,
collateral or other security is required to support financial instruments with
credit risk.

The following table summarizes, as of December 31, 2002, the contract amount of
off-balance sheet instruments:

|                                                                    |                              |  |      |            | 
|------------------------------------------------------------------- | ---------------------------- |  | ---- | ---------- | 
|                                                                    |                              |  | 2002
|                                                                    |                              |  |     
|Financial instruments whose contract amounts
represent credit risk: |                              |  |      |           
|                                                                    | Commitments to extend credit |  | $    | 11,501,000 | 
|                                                                    | Standby letters of credit    |  |      | 1,117,000  | 

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments may expire without
being drawn upon, the total commitment amounts do not necessarily represent
future cash requirements. FCB evaluates each customers creditworthiness on a
case-by-case basis. The amount of collateral obtained, if deemed necessary,
upon extension of credit is based on managements credit evaluation. Collateral
held varies, but may include unimproved and improved real estate, certificates
of deposit, personal property or other acceptable collateral.

Standby letters of credit and financial guarantees written are conditional
commitments issued by FCB to guarantee the performance of a customer to a third
party. Those guarantees are primarily issued to local businesses. The credit
risk involved in issuing letters of credit is essentially the same as that
involved in extending loan facilities to customers. FCB hold real estate,
certificates of deposit, equipment and automobiles as collateral supporting
those commitments for which collateral is deemed necessary. The extent of
collateral held for those commitments varies.

(13) Fair Value of Financial Instruments

FCB uses the following methods to estimate the fair value of financial
instruments:

For financial instruments that have quoted market prices, those quotes are used
to determine fair value. Financial instruments that have no defined maturity,
have a remaining maturity of 180 days or less, or reprice frequently to a
market rate, are assumed to have a fair value that approximates reported book
value, after taking into consideration any applicable credit risk. If no
market quotes are available, financial instruments are valued by discounting
the expected cash flows using an estimated current market interest rate for the
financial instrument. For off-balance sheet derivative instruments, fair value
is estimated as the amount that FCB would receive or pay to terminate the
contracts at the reporting date, taking into account the current unrealized
gains or losses on open contracts.

The short maturity of FCBs assets and liabilities results in having a
significant number of financial instruments whose fair value equals or closely
approximates reported balance sheet value. Such financial instruments are
reported in the following balance sheet captions: cash and cash equivalents,
mortgage loans held for sale, securities sold under repurchase agreements, and
federal funds purchased. Fair value of securities available for sale equals
the balance sheet value.

Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument. These
estimates do not reflect the premium or discount on any particular financial
instrument that could result from the sale of FCBs entire holdings. Because no
market exists for a significant portion

F-15



---



##### 



of FCBs financial instruments, fair
value estimates are based on many judgments. These estimates are subjective in
nature and involve uncertainties and matters of significant judgment and
therefore cannot be determined with precision. Changes in assumptions could
significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial
instruments without attempting to estimate the value of anticipated future
business and the value of assets and liabilities that are not considered
financial instruments. Significant assets and liabilities that are not
considered financial instruments include the mortgage banking operation,
brokerage network, deferred income taxes, premises and equipment and goodwill.
In addition, the tax ramifications related to the realization of the unrealized
gains and losses can have a significant effect on fair value estimates and have
not been considered in the estimates.

The carrying amount and fair values for other balance sheet options at December
31, 2002 are as follows

|                                        |                                |  |          |            |       |  |   |            | 
|--------------------------------------- | ------------------------------ |  | -------- | ---------- | ----- |  | - | ---------- | 
|                                        |                                |  | Carrying |            | Fair 
|                                        |                                |  | Amount   |            | Value
|                                        |                                |  |          |            |      
|Financial assets:                       |                                |  |          |            |       |  |   |           
|                                        | Cash and cash equivalents      |  | $        | 11,288,426 |       |  | $ | 11,288,426 | 
|                                        | Federal funds sold             |  |          | 950,000    |       |  |   | 950,000    | 
|                                        | Securities, available for sale |  |          | 15,255,463 |       |  |   | 15,255,463 | 
|                                        | Restricted equity securities   |  |          | 337,319    |       |  |   | 337,319    | 
|                                        | Loans, net                     |  |          | 65,370,403 |       |  |   | 65,930,000 | 
|Financial liabilities:                  |                                |  |          |            |       |  |   |           
|                                        | Deposits                       |  | $        | 82,846,741 |       |  | $ | 84,712,000 | 
|                                        | FHLB Advances                  |  |          | 1,500,000  |       |  |   | 1,500,000  | 
|Off-balance sheet assets (liabilities): |                                |  |          |            |       |  |   |           

F-16



---



##### 



(14) Condensed Financial Statements of FCB Financial Corp. (Parent Only)

Statements of Operations
For the Years Ended December 31, 2002 and 2001

|                                           |                                                        |   |            |            |      |   |         |          |  
|------------------------------------------ | ------------------------------------------------------ | - | ---------- | ---------- | ---- | - | ------- | -------- | -
|                                           |                                                        |   | 2002       |            | 2001
|                                           |                                                        |   |            |            |     
|Dividends
from Subsidiary                  |                                                        | $ |           |            |      | $ |        |         
|Other                                      |                                                        |   | 110,754    |            |      |   | 30,074  |         
|                                           |                                                        |   |            |            |      |   |         |         
|                                           | Total income                                           |   |            | 110,754    |      |   |         | 30,074   |  
|Interest                                   |                                                        |   |           |            |      |   | 55,535  |         
|Other                                      |                                                        |   | 496,156    |            |      |   | 511,945 |         
|                                           |                                                        |   |            |            |      |   |         |         
|                                           | Total expense                                          |   |            | 496,156    |      |   |         | 567,480  |  
|Income tax benefit                         |                                                        |   |           |            |      |   |        |         
|                                           |                                                        |   |            |            |      |   |         |         
|                                           | Loss before equity in undistributed loss of subsidiary |   |            | (385,402   | )    |   |         | (537,406 | )
|Equity in undistributed loss of subsidiary |                                                        |   | (1,511,945 | )          |      |   |        |         
|                                           |                                                        |   |            |            |      |   |         |         
|                                           | Net loss                                               |   | $          | (1,897,347 | )    |   | $       | (537,406 | )
|                                           |                                                        |   |            |            |      |   |         |         

F-17



---



##### 



Balance Sheets
As of December 31, 2002 and 2001

|                                     |                                            |   |            |            |      |  |            |            | 
|------------------------------------ | ------------------------------------------ | - | ---------- | ---------- | ---- |  | ---------- | ---------- | 
|                                     |                                            |   | 2002       |            | 2001
|                                     |                                            |   |            |            |     
|Assets                              
|Cash                                 |                                            | $ | 1,368,957  |            |      |  | 12,433,432 |           
|Investment in subsidiary             |                                            |   | 11,046,886 |            |      |  |           |           
|Other assets                         |                                            |   | 77,834     |            |      |  | 2,511,888  |           
|                                     |                                            |   |            |            |      |  |            |           
|                                     | Total assets                               |   | $          | 12,493,677 |      |  |            | 14,945,320 | 
|                                     |                                            |   |            |            |      |  |            |           
|Liabilities and Stockholders Equity
|Other liabilities                    |                                            | $ |           |            |      |  | 113,666    |           
|Other borrowings                     |                                            |   |           |            |      |  | 3,015,000  |           
|                                     |                                            |   |            |            |      |  |            |           
|                                     | Total liabilities                          |   |            |           |      |  |            | 3,128,666  | 
|Stockholders equity                  |                                            |   | 12,493,677 |            |      |  | 11,816,654 |           
|                                     |                                            |   |            |            |      |  |            |           
|                                     | Total liabilities and stockholders equity |   | $          | 12,493,677 |      |  |            | 14,945,320 | 
|                                     |                                            |   |            |            |      |  |            |           

F-18



---



##### 



(14) Condensed Financial Statements of FCB Financial Corp. (Parent Only), continued

Statements of Cash Flows
For the Years Ended December 31, 2002 and 2001

|                          |                                                     |                                                 |            |                                                  |            |      |             |            |          |   |            |  
|------------------------- | --------------------------------------------------- | ----------------------------------------------- | ---------- | ------------------------------------------------ | ---------- | ---- | ----------- | ---------- | -------- | - | ---------- | -
|                          |                                                     |                                                 |            |                                                  |            | 2002 |             | 2001      
|                          |                                                     |                                                 |            |                                                  |            |      |             |           
|Operating activities:     |                                                     |                                                 |            |                                                  |            |      |             |           
|                          |                                                     | Net loss                                        |            | $                                                | (1,897,347 | )    |             | $          | (537,406 | )
|                          |                                                     | Adjustments to reconcile net income to net cash |            |                                                  |            |      |             |            |          |  
|                          |                                                     | Provided (used) by operating activities:        |            |                                                  |            |      |             |            |          |  
|                          |                                                     | Equity in undistributed loss of subsidiary      |            |                                                  | 1,511,945  |      |             |            |         |  
|                          |                                                     | Depreciation, amortization and accretion        |            |                                                  |           |      |             |            | 600      |  
|                          |                                                     |                                                 | Change in: |                                                  |            |      |             |            |          |   |           
|                          |                                                     |                                                 |            | Other assets                                     |            |      | 436,995     |            |          |   | (477,423   | )
|                          |                                                     |                                                 |            | Other liabilities                                |            |      | (113,666    | )          |          |   | 113,666    |  
|                          |                                                     |                                                 |            |                                                  |            |      |             |            |          |  
|                          |                                                     |                                                 |            | Net cash used by operating
activities            |            |      | (62,073     | )          |          |   | (900,563   | )
|                          |                                                     |                                                 |            |                                                  |            |      |             |            |          |  
|Investing activities:     |                                                     |                                                 |            |                                                  |            |      |             |           
|                          | Transfer (Purchase) of premises and equipment       |                                                 |            | 2,034,465                                        |            |      |             | (2,035,065 | )       
|                          | Investment in subsidiary                            |                                                 |            | (12,500,000                                      | )          |      |             |           |         
|                          |                                                     |                                                 |            |                                                  |            |      |             |            |          |  
|                          |                                                     |                                                 |            | Net cash used in investing activities            |            |      | (10,465,535 | )          |          |   | (2,035,065 | )
|                          |                                                     |                                                 |            |                                                  |            |      |             |            |          |  
|Financing activities:     |                                                     |                                                 |            |                                                  |            |      |             |           
|                          | Proceeds from (repayments of) short term borrowings |                                                 |            | (3,015,000                                       | )          |      |             | 3,015,000  |         
|                          | Proceeds from common stock offering                 |                                                 |            | 2,478,133                                        |            |      |             | 12,354,060 |         
|                          |                                                     |                                                 |            |                                                  |            |      |             |            |          |  
|                          |                                                     |                                                 |            | Net cash (used) provided by financing
activities |            |      | (536,867    | )          |          |   | 15,369,060 |  
|                          |                                                     |                                                 |            |                                                  |            |      |             |            |          |  
|                          |                                                     |                                                 |            | Net change in cash                               |            |      | (11,064,475 | )          |          |   | 12,433,432 |  
|Cash at beginning of year |                                                     |                                                 | 12,433,432 |                                                  |            |      |            |           
|                          |                                                     |                                                 |            |                                                  |            |      |             |            |          |  
|                          |                                                     |                                                 |            | Cash at end of year                              |            | $    | 1,368,957   |            |          | $ | 12,433,432 |  
|                          |                                                     |                                                 |            |                                                  |            |      |             |            |          |  

F-19



---



##### 



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                    |  |                     |  |                                                                                              
|------------------- |  | ------------------- |  | ---------------------------------------------------------------------------------------------
|                    |  | FCB FINANCIAL CORP.
|                    |  |                     |  |                                                                                              
|Dated: May 30, 2003 |  | By:                 |  | /s/ Brian R. Foster                                                                          
|                    |  |                     |  |                                                                                              
|                    |  |                     |  | Brian R. Foster                                                                              
|                    |  |                     |  | President and Chief Executive Officer
(Principal Executive, Financial and Accounting
Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf
of the Registrant, in the capacities and on the dates indicated.

|                                   |  |                                                                                                         |  |             
|---------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | ------------
|Signature                          |  | Title                                                                                                   |  | Date        
|                                   |  |                                                                                                         |  |             
|*Jack L. Forehand                  |  | Director                                                                                                |  | May 30, 2003
|                                  
|/s/ Brian R. FosterBrian R. Foster |  | Director, President and Chief
Executive Officer
(principal executive, financial
and accounting officer) |  | May 30, 2003
|                                  
|*Stephen S. Green                  |  | Director                                                                                                |  | May 30, 2003
|                                  
|*G. Edison Holland                 |  | Director                                                                                                |  | May 30, 2003
|                                  
|*
Walter N. Lewis                  |  | Director                                                                                                |  | May 30, 2003

|     |                                     | 
|---- | ----------------------------------- | 
|*By: | /s/ Brian R. FosterAttorney-in-fact | 





---



##### 



CERTIFICATIONS

I, Brian R. Foster, certify that:



|1. |  | I have reviewed this annual report on Form 10-KSB of FCB Financial Corp.;                                                                                                                                                                                                                                               
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this annual
report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial information included in this
annual report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this annual report;                   
|  
|4. |  | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:                                                                                                                                                



| | a) |  | designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report my conclusions about the effectiveness of the
disclosure controls and procedures based on my evaluation as of the Evaluation
Date;                                                                                                                          



|5. |  | I have disclosed, based on the registrants most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons performing the equivalent function):
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and                                                                                                                                        



|6. |  | I have indicated in this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls subsequent to the date
of the registrants most recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |     |  |                                                                                                        
|------------------ |  | --- |  | -------------------------------------------------------------------------------------------------------
|Date: May 30, 2003 |  | By: |  | /s/ Brian R. Foster                                                                                    
|                   |  |     |  |                                                                                                        
|                   |  |     |  | Brian R. Foster                                                                                        
|                   |  |     |  | Director, President and Chief
Executive Officer
(principal executive,
financial and accounting
officer)