SELECTED CONSOLIDATED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                           June 30,
                                                         ---------------------------------------------------------------------------
                                                           2002             2001             2000             1999           1998
                                                         ---------------------------------------------------------------------------
                                                                                        (In Thousands)
<S>                                                      <C>              <C>              <C>              <C>             <C>
Selected Financial Condition Data:
----------------------------------
Total assets ..................................          $71,011          $70,649          $68,840          $70,530         $70,541
Loans receivable, net .........................           61,073           64,713           65,224           56,840          62,042
Mortgage-backed securities ....................              109              146              174              217             284
Deposits ......................................           59,988           60,182           55,347           58,008          54,018
Total equity ..................................            9,363            8,681            8,607            8,029          14,266
</TABLE>


<TABLE>
<CAPTION>
                                                                                     Year Ended June 30,
                                                         ---------------------------------------------------------------------------
                                                            2002            2001             2000             1999            1998
                                                         ---------------------------------------------------------------------------
                                                                             (In Thousands, except per share data)
<S>                                                       <C>              <C>              <C>              <C>             <C>
Selected Operations Data:
-------------------------
Total interest income ................................    $4,706           $5,110           $4,779           $5,106          $5,081
Total interest expense ...............................     2,506            2,986            2,617            2,686           2,722
                                                          ------           ------           ------           ------          ------
    Net interest income ..............................     2,200            2,124            2,162            2,420           2,359
Provision for loan losses ............................        --               --                3                5               8
                                                          ------           ------           ------           ------          ------
Net interest income after provision for loan losses ..     2,200            2,124            2,159            2,415           2,351
                                                          ------           ------           ------           ------          ------
Fees and service charges .............................       109              106               87               69              60
Gain on sales of loans, mortgage-backed securities
    and investment securities ........................        33                9               --               49               6
Other non-interest income ............................        34               12               25               27              27
                                                          ------           ------           ------           ------          ------
Total non-interest income ............................       176              127              112              145              93
                                                          ------           ------           ------           ------          ------
Total non-interest expense ...........................     1,574            1,599            1,557            1,555           1,597
                                                          ------           ------           ------           ------          ------
Income before taxes ..................................       802              652              714            1,005             847
Income tax provision .................................       320              258              278              379             329
                                                          ------           ------           ------           ------          ------
Net income ...........................................    $  482           $  394           $  436           $  626          $  518
                                                          ======           ======           ======           ======          ======

Earnings Per Share, Basic ............................    $ 0.65           $ 0.54           $ 0.56           $ 0.70             n/a
                                                          ======           ======           ======           ======          ======
Earnings Per Share, Diluted ..........................    $ 0.61           $ 0.52           $ 0.54           $ 0.70             n/a
                                                          ======           ======           ======           ======          ======
</TABLE>

                                       2

<PAGE>

<TABLE>
<CAPTION>
                                                                                    Year Ended June 30,
                                                               --------------------------------------------------------------------
                                                                  2002          2001        2000         1999             1998
                                                               --------------------------------------------------------------------
<S>                                                              <C>          <C>          <C>          <C>              <C>
Selected Financial Ratios and Other Data:
-----------------------------------------
Performance Ratios:
    Return on assets (ratio of net income to average
       Total assets) ........................................      0.70%        0.57%        0.65%        0.87%            0.77%
    Return on equity (ratio of net income to average
       Equity) ..............................................      5.34         4.63         5.25         4.64             5.49
    Interest rate spread information:
        Average during period ...............................      2.66         2.46         2.64         2.49             2.75
        End of period .......................................      2.57         2.38         2.68         2.36             2.68
    Net interest margin(1) ..................................      3.23         3.13         3.28         3.40             3.55
    Ratio of operating expense to average total assets ......      2.27         2.32         2.34         2.15             2.37
    Ratio of average interest-earning assets to
        average interest-bearing liabilities ................    115.65       115.21       116.13       124.25           119.45
    Loans as a percentage of total assets ...................     86.00        91.60        94.75        80.59            87.95

Quality Ratios:
    Non-performing assets to total assets at end of
      Period ................................................      0.09         0.16        --           --                 .04
    Allowance for loan losses to non-performing loans .......    443.75       254.46        --           --            1,112.00
    Allowance for loan losses to loans receivable, net ......      0.47         0.44         0.44         0.50             0.45

Capital Ratios:
    Stockholders' equity to total assets at end of period ...     13.19        12.29        12.50        11.38(2)         20.28(3)
    Average stockholders' equity to average assets ..........     13.02        12.34        12.47        18.66            14.03

Other Data:
    Number of full-service offices ..........................         2            2            2            2                2

</TABLE>


-----------------------
(1)  Net interest income divided by average interest-earnig assets.
(2)  Stockholders'  equity at end of period  reflects  special return of capital
     distribution.
(3)  Increase from prior fiscal year reflects  Company's initial public offering
     consummated in January 1998 in which $10.1 million was raised.


                                       3
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                               PLAN OF OPERATIONS


Forward-Looking Statements

         When  used  in  this  filing  and  in  future  filings  by  Wyman  Park
Bancorporation,   Inc.  (the   "Company")   with  the  Securities  and  Exchange
Commission,  in the  Company's  press  releases or other  public or  shareholder
communications,  the words or phrases  "would be," "will  allow,"  "intends to,"
"will likely  result,"  "are expected to," "will  continue,"  "is  anticipated,"
"estimate,"   "project"  or  similar   expressions   are  intended  to  identify
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform  Act of 1995.  Such  statements  are  subject  to  risks  and
uncertainties,  including  but not limited to changes in economic  conditions in
the  Company's  market  area,  changes  in  policies  by  regulatory   agencies,
fluctuations  in interest rates,  demand for loans in the Company's  market area
and  competition,  all or some of which  could  cause  actual  results to differ
materially  from  historical   earnings  and  those  presently   anticipated  or
projected.

         The Company  wishes to caution  readers not to place undue  reliance on
any such forward-looking  statements,  which speak only as of the date made, and
advises readers that various factors,  including  regional and national economic
conditions,  substantial  changes in levels of market interest rates, credit and
other risks of lending and investment  activities and competitive and regulatory
factors,  could affect the Company's  financial  performance and could cause the
Company's  actual  results for future  periods to differ  materially  from those
anticipated or projected.

         The  Company  does  not  undertake,   and  specifically  disclaims  any
obligation,  to update any forward-looking  statements to reflect occurrences or
unanticipated events or circumstances after the date of such statements.

General

         Management's discussion and analysis of financial condition and results
of operations is intended to assist in understanding the financial condition and
results of operations of the Company. The information  contained in this section
should be read in conjunction  with the  consolidated  financial  statements and
accompanying  notes thereto.  The principal  business of the Company consists of
accepting  deposits from the general public and investing  these funds primarily
in loans, investment securities and short-term liquid investments. The Company's
loans consist  primarily of loans secured by residential  real estate located in
its market areas, commercial real estate loans and consumer loans.

         The  Company's  net income is  dependent  primarily on its net interest
income,  which is the difference  between  interest  earned on  interest-earning
assets and the  interest  paid on  interest-bearing  liabilities.  Net  interest
income is a function  of the  Company's  "interest  rate  spread,"  which is the
difference between the average yield earned on  interest-earning  assets and the

                                       4

<PAGE>

average rate paid on interest-bearing  liabilities.  The interest rate spread is
affected by regulatory, economic and competitive factors that influence interest
rates,  loan demand and deposit  flows.  To a lesser  extent,  the Company's net
income also is affected by the level of general and administrative  expenses and
the level of other income, which primarily consists of service charges and other
fees.

         The operations of the Company are significantly  affected by prevailing
economic  conditions,  competition  and  the  monetary,  fiscal  and  regulatory
policies of government agencies. Lending activities are influenced by the demand
for and supply of  housing,  competition  among  lenders,  the level of interest
rates  and the  availability  of  funds.  Deposit  flows  and costs of funds are
influenced  by  prevailing  market  rates of  interest,  primarily  on competing
investments, account maturities and the levels of personal income and savings in
the Company's market area.

         Historically,  the Company's  mission has been to originate  loans on a
profitable  basis to the  communities it serves.  In seeking to accomplish  this
mission,  the Board of Directors and management have adopted a business strategy
designed (i) to maintain the  Company's  capital  level in excess of  regulatory
requirements;  (ii) to maintain the Company's asset quality;  (iii) to maintain,
and if  possible,  increase  the  Company's  earnings;  and (iv) to  manage  the
Company's exposure to changes in interest rates.

         On July 9, 2002,  the  Company  entered  into a Merger  Agreement  with
Bradford Bank, whereby Bradford Bank will purchase all the outstanding shares of
the  Company for $14.55 per share in cash.  Bradford  Bank will also pay $14.55,
less the respective  exercise  price,  for each  outstanding  stock option.  The
merger is subject to stockholder  and regulatory  approval.  The merger price is
also subject to possible reduction to the extent that the Company's  termination
of its defined benefit pension plan, prior to the merger, exceeds $100,000.

Financial Condition

June 30, 2002 compared to June 30, 2001

         Total assets  increased  $400,000 or 0.6% to $71.0  million at June 30,
2002 from $70.6  million at June 30, 2001.  Loans  receivable  decreased by $3.6
million or 5.6% to $61.1 million at June 30, 2002 from $64.7 million at June 30,
2001. The $3.6 million decrease in loans  receivable  consisted of a decrease of
$6.2 million in  residential  real estate  loans,  offset by an increase of $1.4
million in commercial real estate loans, and $1.0 million in commercial non-real
estate loans. The decrease in residential real estate loans was due primarily to
normal loan amortization and payoffs.  Cash and cash equivalents  increased $4.0
million or 90.9%, to $8.4 million at June 30, 2002 from $4.4 million at June 30,
2001 primarily as a result of loan  amortization  and payoffs,  accompanied by a
decrease in new loan demand.

         Total liabilities  decreased  approximately  $400,000 or 0.6%, to $61.6
million at June 30, 2002 from $62.0 million at June 30, 2001.  This decrease was
primarily the result of the $200,000 decrease in savings deposits and a decrease
of $100,000 in advance  payments by borrowers  for taxes,  insurance  and ground
rents.

                                       5

<PAGE>


         Total savings deposits  decreased $200,000 or 0.3%, to $60.0 million at
June 30, 2002 from $60.2  million at June 30,  2001.  The  $200,000  decrease in
savings  deposits  consisted  of a decrease  of $1.3  million  in time  deposits
(certificates of deposit), offset by an increase of $600,000 in money market and
NOW accounts and $500,000 in demand  deposits.  The decrease in savings deposits
is primarily the result of deposits  transferred  from  certificates  of deposit
into more liquid accounts,  which management  believes is the result of customer
reaction to reduced deposit rates.

Operating Results

Comparison of Operating Results for the Years Ended June 30, 2002 and  2001

         Performance  Summary.  Net income for the year ended June 30,  2002 was
approximately  $482,000,  an increase  of  $88,000,  or 22.3% from net income of
$394,000 for the year ended June 30, 2001.  The increase was primarily due to an
increase in net interest income of $76,000. Diluted earnings per share was $0.61
for the year ended June 30,  2002,  as compared to $0.52 for the year ended June
30,  2001.  For the years ended June 30,  2002 and 2001,  the returns on average
assets were 0.70% and 0.57%,  respectively,  while the returns on average equity
were 5.34% and 4.63%, respectively.

         Net Interest  Income.  Net interest income  increased by  approximately
$76,000, or 3.6%, to $2,200,000 for the year ended June 30, 2002 from $2,124,000
for the year ended June 30, 2001. This reflects a decrease of $480,000, or 16.1%
in interest expense to $2,506,000 in fiscal 2002 from $2,986,000 in fiscal 2001,
partially  offset by a decrease  in interest  income of  $404,000,  or 7.9%,  to
$4,706,000 in fiscal 2002 from  $5,110,000  in fiscal 2001.  The increase in net
income was  primarily  the result of a decrease in the average  cost of deposits
which exceeded the decrease in the average yield on interest-earning assets.

         For the year ended June 30, 2002, the yield on average interest-earning
assets was 6.92% compared to 7.52% for the year ended June 30, 2001. The cost of
average interest-bearing liabilities was 4.26% for the year ended June 30, 2002,
a decrease from 5.06% for the year ended June 30, 2001.  The average  balance of
interest-earning  assets remained  virtually  unchanged at $68.0 million for the
years  ended  June  30,  2002  and  June  30,  2001.  The  average   balance  of
interest-bearing liabilities decreased by $200,000 or 0.3%, to $58.8 million for
the year ended June 30, 2002,  compared to $59.0 million for the year ended June
30, 2001, due to a decrease in savings deposits.

         The interest rate spread increased to 2.66% for the year ended June 30,
2002  from  2.46%  for the year  ended  June 30,  2001 as the  rates on  savings
deposits  declined  more  rapidly than those on loans.  The net interest  margin
increased  to 3.23% for the year  ended  June 30,  2002 from  3.13% for the year
ended June 30, 2001,  also as a result of the greater  decline in savings  rates
over the decline in lending rates.

         Provision  for Loan Losses.  During the year ended June 30,  2002,  the
Company recorded a provision for loan losses of $165 compared to $0 for the year
ended  June  30,  2001.  At  year  end  June  30,  2002,  the  Company  had  two
nonperforming loans totaling $64,000.


                                       6

<PAGE>


         Management  will  continue to monitor its  allowance  for loan  losses,
making  additions  to the  allowance  through the  provision  for loan losses as
economic  conditions and other factors dictate.  Although the Company  maintains
its  allowance  for loan losses at a level which it  considers to be adequate to
provide for loan losses,  there can be no assurance  that future losses will not
exceed estimated amounts or that additional  provisions for loan losses will not
be required in the future.

         Non-Interest  Income.  For the year  ended June 30,  2002  non-interest
income increased  approximately $49,000, or 38.6%, to $176,000 from $127,000 for
the year ended June 30, 2001.  This  increase is primarily due to an increase in
gains on sales of loans  receivables  of $25,000 and an increase in other income
of $22,000, primarily from miscellaneous fees and annuity sales.

         Non-Interest  Expense.  Non-interest expense decreased $25,000 or 1.6%,
to  $1,574,000  for the year ended June 30,  2002 from  $1,599,000  for the year
ended June 30, 2001.

         The decrease in non-interest  expense is primarily due to a decrease in
advertising  expense of $40,000 or 63.5% to $23,000  for the year ended June 30,
2002 from $63,000 for the year ended June 30, 2001,  as a result of  elimination
of a billboard  advertising  campaign.  The decrease in non-interest  expense is
partially offset by an increase in salaries and employee  benefits of $20,000 or
2.1% to  $951,000  for the year ended June 30, 2002 from  $931,000  for the year
ended June 30, 2001, due to staff additions.

         Income Taxes. The provision for income taxes increased by approximately
$62,000 or 24.0%, to $320,000 for the year ended June 30, 2002 from $258,000 for
the year ended June 30,  2001.  This  increase  results  from the  corresponding
$151,000  increase in income before the tax provision.  The Company's  effective
tax rates  were  39.9% and 39.6%  for the years  ended  June 30,  2002 and 2001,
respectively.

Yields Earned and Rates Paid

         The following table presents for the periods indicated the total dollar
amount of interest income from average interest-earning assets and the resultant
yields, as well as the interest expense on average interest-bearing liabilities,
expressed both in dollars and rates.  No tax equivalent  adjustments  were made.
All average balances are monthly average balances.  The use of monthly averages,
rather than daily  averages,  does not materially  affect the information in the
table.  Non-accruing  loans have been included in the table as loans  carrying a
zero yield.

                                       7

<PAGE>

<TABLE>
<CAPTION>
                                                                            Year Ended June 30,
                                                                            -------------------
                                                                 2002                                 2001
                                                -----------------------------------   -----------------------------------
                                                  Average       Interest                Average     Interest
                                                Outstanding     Earned/     Yield/    Outstanding    Earned/       Yield/
                                                  Balance        Paid        Rate       Balance       Paid          Rate
                                                  -------        ----        ----       -------       ----          ----
                                                                           (Dollars in Thousands)
<S>                                               <C>           <C>          <C>       <C>          <C>             <C>
Interest-Earning Assets:
  Loans receivable(1) ......................      $62,328       $ 4,550      7.30%     $65,033      $ 4,928         7.58%
  Mortgage-backed securities ...............          125             8      6.40          160           12         7.50
  FHLB stock ...............................          529            32      6.05          515           38         7.38
  Investment Securities ....................        2,074            40      1.93           --           --           --
  Other investments ........................        2,989            76      2.54        2,259          132         5.84
                                                  -------       -------                -------      -------
Total interest-earning assets(1) ...........      $68,045       $ 4,706      6.92      $67,967      $ 5,110         7.52
                                                  =======       =======                =======      =======

Interest-Bearing Liabilities:
  Savings deposits .........................      $ 5,294       $    87      1.64%     $ 5,217      $   121         2.32%
  Demand and NOW deposits ..................        9,482           148      1.56        8,950          204         2.28
  Certificate accounts .....................       44,029         2,269      5.15       43,133        2,549         5.91
  Escrow deposits ..........................           31             2      5.43           37            2         5.41
  Borrowings ...............................           --            --        --        1,656          110         6.64
                                                  -------       -------                -------      -------
Total interest-bearing liabilities .........      $58,836       $ 2,506      4.26      $58,993      $ 2,986         5.06
                                                  =======       =======                =======      =======

Net interest income ........................                    $ 2,200                             $ 2,124
                                                                =======                             =======
Net interest rate spread ...................                                 2.66%                                  2.46%
                                                                             ====                                   ====
Net earning assets .........................      $ 9,209                              $ 8,974
                                                  =======                              =======
Net yield on average interest-
earning assets.............................                                  3.23%                                  3.13%
                                                                             ====                                   ====

Average interest-earning assets to average
interest-bearing
liabilities ................................        1.16x                                1.15x
                                                    ====                                 ====

</TABLE>


(1)  Calculated net of deferred loan fees, loan discounts,  loans in process and
     loss reserves.

                                       8
<PAGE>


Rate Volume Analysis

         The  following  schedule  presents  the  dollar  amount of  changes  in
interest income and interest  expense for major  components of  interest-earning
assets and interest-bearing  liabilities.  It distinguishes  between the changes
related to outstanding  balances and that due to the changes in interest  rates.
For each category of interest-earning  assets and interest-bearing  liabilities,
information is provided on changes  attributable to (i) changes in volume (i.e.,
changes  in  volume  multiplied  by old rate) and (ii)  changes  in rate  (i.e.,
changes in rate multiplied by old volume).  For purposes of this table,  changes
attributable  to both rate and volume,  which  cannot be  segregated,  have been
allocated  proportionately  to the  change  due to volume  and the change due to
rate.

<TABLE>
<CAPTION>
                                                                              Year Ended June 30,
                                                                              -------------------
                                                             2002 vs. 2001                             2001 vs. 2000
                                                --------------------------------------    --------------------------------------
                                                       Increase                                  Increase
                                                      (Decrease)              Total             (Decrease)           Total
                                                        Due to               Increase             Due to            Increase
                                                 Volume        Rate         (Decrease)     Volume        Rate      (Decrease)
                                                 ------        ----         ----------     ------        ----      ----------
                                                                             (Dollars in Thousands)
<S>                                              <C>           <C>           <C>           <C>           <C>           <C>
Interest-earning assets:
 Loans receivable ...........................    $(204)        $(174)        $(378)        $ 271         $ 143         $ 414
 Mortgage-backed securities .................       (3)           (1)           (4)           (2)            1            (1)
 Other ......................................      173          (195)          (22)          (96)           14           (82)
                                                 -----         -----         -----         -----         -----         -----

   Total interest-earning assets ............    $ (34)        $(370)        $(404)        $ 173         $ 158         $ 331
                                                 -----         -----         -----         -----         -----         -----

Interest-bearing liabilities:
 Savings deposits ...........................    $   2         $ (36)        $ (34)        $ (10)        $ (38)        $ (48)
 Demand and NOW deposits ....................       12           (68)          (56)          (50)          (25)          (75)
 Certificate accounts .......................       53          (333)         (280)          253           194           447
 Escrow deposits ............................       --            --            --            (1)           --            (1)
 Borrowings .................................     (110)           --          (110)           37             9            46
                                                 -----         -----         -----         -----         -----         -----

   Total interest-bearing liabilities .......    $ (43)        $(437)        $(480)        $ 229         $ 140         $ 369
                                                 -----         -----         -----         -----         -----         -----

Net interest income .........................                                $  76                                     $ (38)
                                                                             =====                                     =====
</TABLE>

                                       9

<PAGE>


Asset/Liability Management

         Quantitative  Aspects of Market  Risk.  The Company does not maintain a
trading  account  for any  class of  financial  instrument.  Further,  it is not
currently  subject to foreign  currency  exchange  rate risk or commodity  price
risk.  The stock in the FHLB of Atlanta  does not have equity price risk because
it is issued  only to members  and is  redeemable  for its $100 par  value.  The
following table illustrates  quantitative  sensitivity to interest rate risk for
financial  instruments  other  than cash and cash  equivalents,  FHLB  stock and
demand deposit accounts for the Company as of June 30, 2002.

<TABLE>
<CAPTION>
                                                              Maturing in Years Ended June 30,
                                    -------------------------------------------------------------------------------------
                                                2004 &        2006 &       2008 -        2013 -
                                    2003         2005          2007        2012          2022       Thereafter    Total
                                    ----         ----          ----        ----          ----
                                                                   (Dollars in Thousands)
<S>                               <C>          <C>           <C>          <C>          <C>          <C>          <C>
           Assets
Loans receivable:
   Amount ...................     $10,489      $  6,222      $11,006      $15,362      $14,908      $ 4,234      $62,221
   Average interest rate ....       6.18%         6.94%        6.73%        6.99%        7.24%        7.26%        6.89%
Mortgage-backed securities:
   Amount ...................          --            --           --            1          108           --          109
   Average interest rates ...          --            --           --        14.50        5.33%           --        5.41%

         Liabilities
Deposit Certificate Accounts:
   Amount ...................      22,267        13,688        8,286           --           --           --       44,241
   Average interest rates ...        4.12%         5.33%        4.92%          --           --           --        4.64%

</TABLE>


         Qualitative  Aspects of Market  Risk.  One of the  Company's  principal
financial  objectives is to achieve long-term  profitability  while reducing its
exposure to  fluctuations  in interest  rates.  The Company has sought to reduce
exposure of its  earnings to changes in market  interest  rates by managing  the
mismatch  between  asset  and  liability  maturities  and  interest  rates.  The
principal  element  in  achieving  this  objective  has  been  to  increase  the
interest-rate  sensitivity  of the Company's  assets by  originating  loans with
interest rates subject to periodic repricing to market conditions.  Accordingly,
the Company has emphasized the origination of one- to three-year adjustable rate
mortgage loans, balloon loans, short-term and adjustable-rate  commercial loans,
and consumer loans for retention in its portfolio.

         An asset or liability is interest rate sensitive within a specific time
period if it will mature or reprice  within that time period.  If the  Company's
assets  mature  or  reprice  more  quickly  or  to a  greater  extent  than  its
liabilities,  the Company's net  portfolio  value and net interest  income would
tend to increase  during periods of rising  interest  rates but decrease  during
periods of falling  interest  rates.  If the Company's  assets mature or reprice
more  slowly or to a lesser  extent  than its  liabilities,  the  Company's  net
portfolio value and net interest income would tend to decrease during periods of
rising interest rates but increase during periods of falling interest rates.

                                       10

<PAGE>


         The Company's  Board of Directors has  formulated an Interest Rate Risk
Management  Policy designed to promote  long-term  profitability  while managing
interest rate risk. The Board of Directors has  established  an  Asset/Liability
Committee which consists  primarily of the management team of the Company.  This
committee  meets  periodically  and reports to the Board of Directors  quarterly
concerning  asset/liability  policies,  strategies  and  the  Company's  current
interest rate risk position.  The committee's first priority is to structure and
price the Company's  assets and  liabilities to maintain an acceptable  interest
rate spread while reducing the net effects of changes in interest rates.

         Management's principal strategy in managing the Company's interest rate
risk has been to maintain short and  intermediate  term assets in the portfolio,
including  one  and  three  year  adjustable  rate  mortgage  loans,  as well as
increased levels of commercial and consumer loans, which typically are for short
or intermediate terms and carry higher interest rates than residential  mortgage
loans. In addition, in managing the Company's portfolio of investment securities
and  mortgage-backed  and  related  securities,  management  seeks  to  purchase
securities  that mature on a basis that  approximates as closely as possible the
estimated  maturities of the Company's  liabilities or purchase  securities that
have  adjustable  rate  provisions.  The  Company  does not  engage  in  hedging
activities.

         In addition to  shortening  the average  repricing  of its assets,  the
Company  has sought to  lengthen  the average  maturity  of its  liabilities  by
adopting  a tiered  pricing  program  for its  certificates  of  deposit,  which
provides  higher rates of interest on its longer term  certificates  in order to
encourage  depositors to invest in  certificates  with longer  maturities.  This
policy is blended with management's strategy for reducing the overall balance in
certificate accounts in order to reduce the Company's interest expense.

         Net Portfolio Value. In order to encourage associations to reduce their
interest rate risk, the OTS adopted a rule  incorporating  an interest rate risk
("IRR")  component  into the risk-based  capital  rules.  The IRR component is a
dollar  amount  that will be  deducted  from total  capital  for the  purpose of
calculating an institution's  risk-based capital  requirement and is measured in
terms of the  sensitivity  of its net  portfolio  value  ("NPV")  to  changes in
interest rates. NPV is the difference  between incoming and outgoing  discounted
cash flows  from  assets,  liabilities,  and  off-balance  sheet  contracts.  An
institution's  IRR  is  measured  as the  change  to its  NPV as a  result  of a
hypothetical  200  basis  points  ("bp")  change  in market  interest  rates.  A
resulting  change in NPV of more than 2% of the  estimated  market  value of its
assets  will  require  the  institution  to deduct  from its capital 50% of that
excess  change.  The rules provide that the OTS will calculate the IRR component
quarterly for each  institution.  Management  reviews the OTS  measurements on a
quarterly basis. In addition to monitoring  selected measures on NPV, management
also  monitors  effects on net  interest  income  resulting  from  increases  or
decreases  in rates.  This measure is used in  conjunction  with NPV measures to
identify excessive interest rate risk.


                                       11

<PAGE>


         The  following  table  presents the  Company's NPV at June 30, 2002, as
calculated by the OTS, based on information provided to the OTS by the Company.

<TABLE>
<CAPTION>
                                                                      NPV as % of
                                                                    Portfolio Value
                           Net Portfolio Value                         of Assets
                   ---------------------------------------       ----------------------
       Change                                                       NPV
      In Rates     $Amount       $Change          % Change         Ratio      % Change
      --------     -------       -------          --------       ---------     --------
                                   (Dollars in Thousands)

      <S>         <C>            <C>                 <C>           <C>          <C>
       +300       $  8,898       $ (2,052)           (19)%         12.71%       (2.06)%

       +200          9,699         (1,250)           (11)          13.57        (1.20)

       +100         10,422         (  528)            (5)          14.30         (.47)

      Static        10,950             --             --           14.77           --

      (100)         10,995             46              0           14.68         (.10)


</TABLE>

         In the above  table,  the first  column on the left  presents the basis
points increments of yield curve shifts.  The second column presents the overall
dollar amount of NPV at each basis point increment. The third and fourth columns
present the Company's actual position in dollar change and percentage  change in
NPV at each basis point increment.  The remaining  columns present the Company's
percentage and percentage  change in its NPV as a percentage of portfolio  value
of assets.

         Had it been  subject to the IRR  component at June 30, 2002 the Company
would have been  considered  to have had a lesser than normal  level of interest
rate exposure and no deduction from capital would have been  required.  Although
the OTS has  informed  the Company  that it is not subject to the IRR  component
discussed  above, the Company is still subject to interest rate risk and, as can
be seen above,  rising interest rates will reduce the Company's NPV. The OTS has
the authority to require  otherwise exempt  institutions to comply with the rule
concerning interest rate risk.

         Certain  shortcomings are inherent in the method of analysis  presented
in the  computation of NPV.  Although  certain assets and  liabilities  may have
similar  maturities or periods  within which they will  reprice,  they may react
differently to changes in market interest  rates.  The interest rates on certain
types of assets and  liabilities  may  fluctuate in advance of changes in market
interest  rates,  while  interest rates on other types may lag behind changes in
market rates.

         The  Company's  Board of Directors is  responsible  for  reviewing  the
Company's asset and liability policies. The Board reviews interest rate risk and
trends on a quarterly basis and liquidity,  capital ratios and requirements on a
monthly basis.  Management is  responsible  for  administering  the policies and
determinations  of the Board of  Directors  with  respect  to the  Association's
assets and liability goals and strategies.

                                       12

<PAGE>


Liquidity and Capital Resources

         The primary  investment  activity of the Company is originating one- to
four-family  residential  mortgages,  commercial real estate loans, and consumer
loans to be held to maturity.  For the fiscal years ended June 30, 2002 and 2001
the Company  originated  loans for its  portfolio in the amount of $13.6 million
and $9.9 million,  respectively. For the same two fiscal years, these activities
were funded from repayments of $15.5 million and $9.6 million, respectively, and
sales and participations of $1.8 million and $800,000,  respectively,  resulting
in net decreases in loans receivable of $3.7 million and $600,000 respectively.

         The Company is required to maintain  adequate  levels of liquid  assets
under  government  regulations.  The Company's  liquid assets are  determined by
adding (1) cash on hand,  (2) daily  investable  deposits,  (3) U.S.  Government
agency  obligations  with  maturities  of less than five  years and (4)  accrued
interest  on  unpledged  liquid  assets.  The  liquidity  base is defined as net
withdrawable   accounts   maturing  in  less  than  one  year,  plus  short-term
borrowings.  The Company's  liquidity ratio is determined by dividing the sum of
the liquid assets for each calendar day in the current  quarter by the liquidity
base at the end of the  preceding  quarter  multiplied by the number of calendar
days in the current quarter.

         The Company's most liquid assets are cash and cash  equivalents,  which
include  short-term  investments.  At June  30,  2002  and  2001,  cash and cash
equivalents were $8.4 million and $4.4 million,  respectively.  In addition, the
Company has used jumbo certificates of deposit as a source of funds. Deposits of
$100,000  or more  represented  $9.1  million  at June 30,  2002 (of which  $7.5
million were jumbo  certificates  of deposit) and $9.7 million at June 30, 2001,
or 15.2%  and  16.1%  of  total  deposits,  respectively.  There is no  longer a
mandated  regulatory  liquidity  requirement  for  the  Company.   However,  the
Company's total liquidity ratios were 14.2% and 6.1%, respectively,  at June 30,
2002 and 2001.

         Liquidity  management  for the Company is both an ongoing and long-term
function of the Company's  asset/liability  management  strategy.  Excess funds,
when applicable, generally are invested in overnight deposits at a correspondent
bank and at the FHLB of  Atlanta.  Currently  when the Company  requires  funds,
beyond  its  ability  to  generate  deposits,  additional  sources  of funds are
available through the FHLB of Atlanta. The Company has a line of credit with the
FHLB of Atlanta of approximately $14 million, all of which was available at June
30,  2002.  The Company  has the ability to pledge its FHLB of Atlanta  stock or
certain other assets as collateral for such  advances.  Management and the Board
of Directors believe that due to significant amounts of adjustable rate mortgage
loans that  could be sold and the  Company's  ability to acquire  funds from the
FHLB of Atlanta, the Company's liquidity is adequate.

         The Company's principal sources of funds are deposits,  loan repayments
and prepayments,  short-term  borrowings and other funds provided by operations.
While  scheduled loan repayments are relatively  predictable,  deposit flows and
early loan  prepayments are more influenced by interest rates,  general economic
conditions, and competition.  The Company maintains investments in liquid assets
based upon  management's  assessment of (1) need for funds, (2) expected deposit
flows,  (3) yields  available on short-term  liquid assets and (4) objectives of
the asset/liability management program.

                                       13

<PAGE>


Impact of Inflation and Changing Prices

         The financial  statements and related data  presented  herein have been
prepared in accordance  with  generally  accepted  accounting  principles  which
require the measurement of financial  position and operating results in terms of
historical dollars without  considering changes in the relative purchasing power
of money over time due to  inflation.  The primary  impact of  inflation  on the
operations of the Company is reflected in increased operating costs. Unlike most
industrial companies, virtually all of the assets and liabilities of a financial
institution are monetary in nature. As a result, interest rates, generally, have
a more  significant  impact on a financial  institution's  performance than does
inflation.  Interest rates do not  necessarily  move in the same direction or to
the same extent as the prices of goods and services.

Current Accounting Issues

         In June 2001, the Financial  Accounting Standards Board ("FASB") issued
Statements of Financial  Accounting  Standards  No. 141 "Business  Combinations"
("SFAS 141") and No. 142 "Goodwill  and Other  Intangible  Assets"  ("SFAS 142")
which are effective  July 1, 2001 and September 1, 2002,  respectively,  for the
Company.  SFAS 141 requires  that the purchase  method of accounting be used for
all  business  combinations  initiated  after  June 30,  2001.  Under  SFAS 142,
amortization  of  goodwill,   including   goodwill  recorded  in  past  business
combinations,  will discontinue upon adoption of this standard. All goodwill and
intangible  assets  will  be  tested  for  impairment  in  accordance  with  the
provisions of the Statement.

         In August 2001, FASB issued SFAS No. 144 "Accounting for the Impairment
or Disposal of Long-Lived  Assets".  This Statement  supersedes SFAS No. 121 and
APB Opinion No. 30. SFAS No. 144 retains the fundamental  provisions of SFAS No.
121 for (a) recognition and measurement of impairment of long-lived assets to be
held and used and (b)  measurement  of  long-lived  assets to be  disposed of by
sale. SFAS No. 144 also requires reporting of discontinued operations separately
from  continuing  operations  and extends  that  reporting  to a component of an
entity that either has been disposed of or is  classified as held for sale.  The
Statement  also  eliminates  the  exception to  consolidation  for a temporarily
controlled subsidiary.



                                       14

<PAGE>

                       [LETTERHEAD - ANDERSON ASSOCIATES]


                          Independent Auditor's Report



The Board of Directors
Wyman Park Bancorporation, Inc.
Lutherville, Maryland

We have audited the accompanying  consolidated statements of financial condition
of Wyman Park  Bancorporation,  Inc.  and  Subsidiaries  as of June 30, 2002 and
2001,  and the related  consolidated  statements  of  operations,  stockholders'
equity  and cash  flows for each of the two years in the two year  period  ended
June 30, 2002. These consolidated financial statements are the responsibility of
Wyman Park Bancorporation,  Inc.'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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  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 provide 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 Wyman
Park  Bancorporation,  Inc. and  Subsidiaries at June 30, 2002 and 2001, and the
consolidated  results of their  operations  and their cash flows for each of the
two  years in the two year  period  ended  June 30,  2002,  in  conformity  with
accounting principles generally accepted in the United States of America.




/s/ Anderson Associates, LLP
----------------------------
Anderson Associates, LLP

July 31, 2002
Baltimore, Maryland


                                       15

<PAGE>

<TABLE>
<CAPTION>


                                 WYMAN PARK BANCORPORATION, INC.
                                        AND SUBSIDIARIES
                                      Lutherville, Maryland

                         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                     JUNE 30, 2002 AND 2001


                                                                        2002                             2001
                                                                        ----                             ----
<S>                                                                <C>                             <C>
                      Assets
Cash and non-interest bearing deposits                               $   263,180                     $   882,696
Interest bearing deposits in other banks                               3,516,191                          93,680
Federal funds sold                                                     4,641,478                       3,455,641
Loans receivable, net (Notes 1, 4 and 13)                             61,072,782                      64,712,777
Mortgage backed securities held-to-maturity at amortized
 cost (Notes 1, 3 and 13)                                                109,306                         145,796
Federal Home Loan Bank of Atlanta stock, at cost
 (Notes 2 and 13)                                                        528,900                         528,900
Accrued interest receivable (Note 5)                                     319,109                         345,969
Ground rents owned, at cost (Note 13)                                    120,100                         122,600
Property and equipment, net (Notes 1 and 6)                               92,141                          83,069
Federal and state income taxes receivable                                     --                           6,237
Deferred tax assets (Notes 1 and 9)                                      216,740                         217,646
Prepaid expenses and other assets                                        131,504                          53,596
                                                                     -----------                     -----------
Total assets                                                         $71,011,431                     $70,648,607
                                                                     ===========                     ===========
                     Liabilities and Equity
Liabilities
   Demand deposits                                                   $ 5,649,688                     $ 5,246,632
   Money market and NOW accounts                                      10,097,757                       9,454,074
   Time deposits                                                      44,240,930                      45,481,277
                                                                     -----------                     -----------
Total deposits (Notes 7 and 13)                                       59,988,375                      60,181,983
   Advance payments by borrowers for taxes,
     insurance and ground rents (Note 13)                              1,104,059                       1,196,077
   Accrued interest payable on savings deposits                            9,650                          12,544
   Federal and state income taxes payable                                 14,643                          20,455
   Accrued expenses and other liabilities                                532,045                         556,820
                                                                     -----------                     -----------
Total liabilities                                                     61,648,772                      61,967,879

Commitments and contingencies (Notes 4, 6, 9, 10 and 12)

Stockholders' Equity
   Common stock, par value $.01 per share, authorized 2,000,000
     shares, issued 1,011,713 shares in 2002 and in 2001 (Note 11)        10,117                          10,117
   Additional paid-in capital                                          4,264,703                       4,149,733
   Contra equity - Employee Stock Ownership
    Plan (ESOP) (Note 11)                                               (366,126)                       (451,008)
   Retained earnings, substantially restricted (Note 12)               7,202,905                       6,720,826
   Treasury stock at cost, shares 189,223 (2002) and
    189,223 (2001)                                                    (1,748,940)                     (1,748,940)
                                                                     -----------                     -----------
Total stockholders' equity                                             9,362,659                       8,680,728
                                                                     -----------                     -----------
Total liabilities and stockholders' equity                           $71,011,431                     $70,648,607
                                                                     ===========                     ===========
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.


                                       16

<PAGE>

<TABLE>
<CAPTION>

                         WYMAN PARK BANCORPORATION, INC.
                                AND SUBSIDIARIES
                              Lutherville, Maryland

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             JUNE 30, 2002 AND 2001

                                                                2002            2001
                                                                ----            ----
<S>                                                          <C>            <C>
Interest and fees on loans receivable                        $4,550,054     $4,928,291
Interest on mortgage backed securities                            7,652         12,125
Interest on investment securities                                39,904             --
Interest on other investments                                   108,479        169,513
                                                             ----------     ----------
Total interest income                                         4,706,089      5,109,929

Interest on savings deposits                                  2,503,889      2,873,794
Interest on Federal Home Loan Bank advances (short term)             --        109,717
Interest on escrow deposits                                       1,685          2,328
                                                             ----------     ----------
Total interest expense                                        2,505,574      2,985,839

Net interest income                                           2,200,515      2,124,090
Provision for loan losses (Notes 1 and 4)                           165             --
                                                             ----------     ----------
Net interest income after provision for loan losses           2,200,350      2,124,090

Other Income
   Loan fees and service charges                                109,432        105,687
   Gains on sales of loans receivable                            32,561          8,428
   Other                                                         33,975         12,389
                                                             ----------     ----------
Total other income                                              175,968        126,504

General and Administrative Expenses
   Salaries and employee benefits                               951,410        930,636
   Occupancy costs                                               99,163        110,311
   Federal deposit insurance premiums                            10,698         11,198
   Furniture and fixtures depreciation and maintenance           46,399         44,789
   Data processing                                               83,963         84,504
   Advertising                                                   22,848         62,565
   Franchise and other taxes                                     46,759         53,963
   Professional services                                         77,780         74,367
   Other                                                        235,203        226,911
                                                             ----------     ----------
Total general and administrative expenses                     1,574,223      1,599,244

Income before tax provision                                     802,095        651,350
Provision for income taxes (Notes 1 and 9)                      320,016        257,600
                                                             ----------     ----------
Net income                                                   $  482,079     $  393,750
                                                             ==========     ==========

Basic earnings per share                                     $     0.65     $     0.54
                                                             ==========     ==========
Diluted earnings per share                                   $     0.61     $     0.52
                                                             ==========     ==========
</TABLE>


         The  accompanying  notes to  consolidated  financial  statements are an
integral part of these statements.


                                       17

<PAGE>

<TABLE>
<CAPTION>
                                                WYMAN PARK BANCORPORATION, INC.
                                                       AND SUBSIDIARIES
                                                     Lutherville, Maryland

                                        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                          FOR THE YEARS ENDED JUNE 30, 2002 AND 2001



                                                      Additional    Contra Equity
                                         Common         Paid-In     Employee Stock   Retained        Treasury
                                          Stock         Capital     Ownership Plan   Earnings         Stock            Total
                                          -----         -------     --------------   --------         -----            -----
<S>                                   <C>            <C>            <C>             <C>            <C>             <C>
Balance at July 1, 2000               $    10,117    $ 4,053,677    $  (539,770)    $ 6,327,076    $(1,243,864)    $ 8,607,236
Purchase of 76,236 shares of
 common stock                                  --             --             --              --       (505,076)       (505,076)
Compensation under stock based
 benefit plan, net of tax                      --         20,389         88,762              --             --         109,151
Compensation under Recognition and
 Retention Plan                                --         75,667             --              --             --          75,667
Net income                                     --             --             --         393,750             --         393,750
                                      -----------    -----------    -----------     -----------    -----------     -----------
Balance at June 30, 2001                   10,117      4,149,733       (451,008)      6,720,826     (1,748,940)      8,680,728
Compensation under stock based
 benefit plan, net of tax                      --         39,303         84,882              --             --         124,185
Compensation under Recognition and
 Retention Plan                                --         75,667             --              --             --          75,667
Net income                                     --             --             --         482,079             --         482,079
                                      -----------    -----------    -----------     -----------    -----------     -----------
Balance at June 30, 2002              $    10,117    $ 4,264,703    $  (366,126)    $ 7,202,905    $(1,748,940)    $ 9,362,659
                                      ===========    ===========    ===========     ===========    ===========     ===========
</TABLE>


The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                       18

<PAGE>

<TABLE>
<CAPTION>


                                 WYMAN PARK BANCORPORATION, INC.
                                        AND SUBSIDIARIES
                                      Lutherville, Maryland

                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE YEARS ENDED JUNE 30, 2002 AND 2001

                                                                                   2002              2001
                                                                                   ----              ----
<S>                                                                            <C>               <C>
Cash flows from operating activities
        Net income                                                             $   482,079       $   393,750
        Adjustments to reconcile net income to net
          cash provided by operating activities
          -------------------------------------
               Depreciation and amortization                                        38,330            40,988
               Non-cash compensation under Stock Based
                Benefit and Bonus Plans                                            199,852           184,818
               Decrease (increase) in deferred income tax benefit                      906           (14,282)
               Provision for loan losses                                               165                --
               Amortization of loan fees                                           (72,132)          (82,710)
               Gains on sales of loans receivable                                  (32,561)           (8,428)
               Proceeds from sale of loans originated for resale                 1,780,311           759,828
               Loans originated for resale                                      (1,747,750)         (751,400)
               Decrease (increase) in accrued interest receivable                   26,860           (12,855)
               (Increase) decrease in prepaid expenses and
                other assets                                                       (77,908)           10,254
               Decrease in federal and state income taxes receivable                 6,237            10,748
               (Decrease) increase in accrued expenses and
                other liabilities                                                  (24,775)           13,059
               (Decrease) increase in federal and state income
                taxes payable                                                       (5,812)           11,707
               Decrease in accrued interest payable                                 (2,894)           (4,723)
                                                                                 ---------           -------
                      Net cash provided by operating activities                    570,908           550,754

Cash flows from investment activities
-------------------------------------
        Proceeds from sale of ground rents                                           2,500                --
        Net decrease (increase) in loans receivable                              3,711,962           593,838
        Mortgage backed securities principal repayments                             36,490            28,290
        Purchase of Federal Home Loan Bank of Atlanta stock                             --           (20,400)
        Purchases of property and equipment                                        (47,402)          (16,753)
                                                                                 ---------           -------
                      Net cash provided by investing activities                  3,703,550           584,975

Cash flows from financing activities
------------------------------------
        Net (decrease) increase in savings deposits                               (193,608)        4,834,919
        Decrease in advance payments by borrowers
         for taxes, insurance and ground rents                                     (92,018)         (119,461)
        Decrease in borrowings                                                          --        (3,000,000)
        Repurchase common stock                                                         --          (505,076)
                                                                                 ---------           -------
                      Net cash (used in) provided by financing activities         (285,626)        1,210,382
                                                                                 ---------           -------
</TABLE>


                                       19

<PAGE>


                         WYMAN PARK BANCORPORATION, INC.
                                AND SUBSIDIARIES
                              Lutherville, Maryland

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


<TABLE>
<CAPTION>

                                                                2002            2001
                                                                ----            ----
<S>                                                          <C>             <C>
Net increase in cash and cash equivalents                    $3,988,832      $2,346,111
Cash and cash equivalents at beginning of year                4,432,017       2,085,906
                                                             ----------      ----------
Cash and cash equivalents at end of year                     $8,420,849      $4,432,017
                                                             ==========      ==========

The Following is a Summary of Cash and Cash Equivalents
-------------------------------------------------------
        Cash and non-interest bearing deposits               $  263,180      $  882,696
        Interest bearing deposits in other banks              3,516,191          93,680
        Federal funds sold                                    4,641,478       3,455,641
                                                             ----------      ----------
                                                             $8,420,849      $4,432,017
                                                             ==========      ==========

Supplemental Disclosures of Cash Flow information
-------------------------------------------------

        Cash Paid During the Year For:

               Interest paid on savings deposits
                and borrowed funds                           $2,505,574      $2,990,562
                                                             ==========      ==========

               Income taxes                                  $  296,320      $  236,060
                                                             ==========      ==========

</TABLE>


The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                       20

<PAGE>




                         WYMAN PARK BANCORPORATION, INC.
                                AND SUBSIDIARIES
                              Lutherville, Maryland

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Summary of Significant Accounting Policies
         ------------------------------------------

         Basis of Presentation
         ---------------------
               The accompanying  consolidated  financial statements for the year
         ended June 30,  2002  include  Wyman  Park  Bancorporation,  Inc.  (the
         "Company")  and  its  wholly-owned  subsidiaries,  Wyman  Park  Federal
         Savings and Loan  Association (the  "Association")  and W. P. Financial
         Corporation.   All  significant  intercompany  transactions  have  been
         eliminated. The Company is the holding company of the Association.

               The Association's  primary business activity is the acceptance of
         deposits from the general public and using the proceeds for investments
         and loan  originations.  The Association is subject to competition from
         other  financial  institutions.  The  Association  is  subject  to  the
         regulations  of  certain  federal   agencies  and  undergoes   periodic
         examinations by those regulatory authorities.

               In preparing the consolidated financial statements, management is
         required to make  estimates  and  assumptions  that affect the reported
         amounts of assets and  liabilities  as of the date of the statements of
         financial  condition  and income and  expenses  for the period.  Actual
         results  could  differ  significantly  from those  estimates.  Material
         estimates that are  particularly  susceptible to significant  change in
         the near term relate to the  determination  of the  allowance  for loan
         losses.

         Investments and Mortgage Backed Securities
         ------------------------------------------
               Debt  securities  that the  Company has the  positive  intent and
         ability to hold to maturity  are  classified  as  held-to-maturity  and
         recorded at amortized cost.  Debt and equity  securities not classified
         as  held-to-maturity  and equity  securities with readily  determinable
         fair values are  classified as  available-for-sale  and are reported at
         fair value,  with  unrealized  holding  gains and losses  excluded from
         earnings and reported as a separate component of stockholders'  equity,
         net of tax effects.

               If a decline in value of an  individual  security  classified  as
         held-to-maturity  or  available-for-sale  is  judged  to be other  than
         temporary, the cost basis of that security is reduced to its fair value
         and the amount of the write-down is included in earnings. Fair value is
         determined based on bid prices published in financial newspapers or bid
         quotations received from securities dealers.  For purposes of computing
         realized gains or losses on the sale of investments, cost is determined
         using the specific  identification  method.  Premiums and  discounts on
         investment and mortgage  backed  securities are amortized over the term
         of the security using the interest method.


                                       21

<PAGE>


WYMAN PARK BANCORPOATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Summary of Significant Accounting Policies - Continued
         ------------------------------------------------------

               Property and Equipment
               ----------------------
               Property  and  equipment  are  carried  at cost less  accumulated
         depreciation  and  amortization.   Depreciation  and  amortization  are
         accumulated  using the  straight-line  method over the estimated useful
         lives of the assets.  Additions and improvements  are capitalized,  and
         charges for repairs and  maintenance  are expensed when  incurred.  The
         related  cost  and  accumulated   depreciation   or  amortization   are
         eliminated  from the accounts  when an asset is sold or retired and the
         resultant gain or loss is credited or charged to income.

               Income Taxes
               ------------
               Deferred  income taxes are recognized  for temporary  differences
         between the  financial  reporting  basis and income tax basis of assets
         and  liabilities  based on enacted  tax rates  expected to be in effect
         when such  amounts are  realized or  settled.  Deferred  tax assets are
         recognized only to the extent that it is more likely than not that such
         amounts will be realized based on consideration of available evidence.

               Loans Receivable
               ----------------
               Loans  receivable  that  management has the intent and ability to
         hold for the  foreseeable  future  or until  maturity  or  pay-off  are
         reported  at  their  outstanding  principal  balance  adjusted  for any
         charge-offs,  the allowance  for loan losses,  and any deferred fees or
         costs on originated loans.

               Loan  origination fees and certain direct  origination  costs are
         capitalized and recognized as an adjustment of the yield of the related
         loan.

               An  allowance  for loan  losses is  provided  through  charges to
         income in an amount that management believes will be adequate to absorb
         losses  on  existing  loans  that may  become  uncollectible,  based on
         evaluations  of  the  collectibility  of  loans  and  prior  loan  loss
         experience.  The evaluations  take into  consideration  such factors as
         changes  in the  nature  and  volume  of the  loan  portfolio,  overall
         portfolio  quality,  review of  specific  problem  loans,  and  current
         economic  conditions  that may  affect the  borrowers'  ability to pay.
         Determining  the amount of the allowance  for loan losses  requires the
         use of estimates and assumptions. Management believes the allowance for
         losses  on  loans  is  adequate.   While   management   uses  available
         information  to  estimate  losses on  loans,  future  additions  to the
         allowances  may be necessary  based on changes in economic  conditions,
         particularly in the State of Maryland. In addition,  various regulatory
         agencies,   as  an  integral   part  of  their   examination   process,
         periodically


                                       22
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Summary of Significant Accounting Policies - Continued
         ------------------------------------------

         Loans Receivable - Continued
         ----------------
               review the  Association's  allowances  for losses on loans.  Such
         agencies  may require the  Association  to  recognize  additions to the
         allowances based on their judgments about information available to them
         at the time of their  examination.  Statement of  Financial  Accounting
         Standards  ("SFAS") No. 114, as amended by SFAS No. 118  addresses  the
         accounting  by  creditors  for  impairment  of  certain  loans.  It  is
         generally  applicable  for all loans  except  large  groups of  smaller
         balance   homogeneous   loans  that  are  collectively   evaluated  for
         impairment,   including   residential   mortgage   loans  and  consumer
         installment  loans. It also applies to all loans that are  restructured
         in a troubled debt  restructuring  involving a  modification  of terms.
         SFAS No. 114  requires  that  impaired  loans be 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. A
         loan is considered  impaired  when,  based on current  information  and
         events it is  probable  that a creditor  will be unable to collect  all
         amounts due according to the contractual terms of the loan agreement.

               Accrual of interest  is  discontinued  on a loan when  management
         believes,  after  considering  economic  and  business  conditions  and
         collection efforts that the borrower's financial condition is such that
         collection  of  interest is  doubtful.  When a payment is received on a
         loan on  non-accrual  status,  the  amount  received  is  allocated  to
         principal and interest in accordance with the contractual  terms of the
         loan.

         Foreclosed Real Estate
         ----------------------
               Real estate acquired through foreclosure is initially recorded at
         the lower of cost or  estimated  fair  value,  less  estimated  selling
         costs.  Management  periodically  evaluates the carrying  value of real
         estate owned and establishes a valuation allowance for declines in fair
         value,  less  estimated  selling  costs,  below the initially  recorded
         value.  Costs relating to holding such real estate are charged  against
         income in the current  period,  while costs  relating to improving such
         real estate are capitalized until a saleable condition is reached.

         Earnings Per Share
         ------------------
               Basic EPS is  computed  by  dividing  net income by the  weighted
         average number of common shares outstanding for the appropriate period.
         Unearned ESOP shares are not included in  outstanding  shares.  Diluted
         EPS is computed by dividing net income by the weighted  average  shares
         outstanding  as adjusted for the dilutive  effect of stock  options and
         unvested stock awards based on the "treasury stock" method. Information


                                       23

<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Summary of Significant Accounting Policies - Continued
         ------------------------------------------

         Earnings Per Share - Continued
         ------------------

               relating  to the  calculation  of net  income per share of common
         stock is  summarized  for the years  ended June 30,  2002 and 2001,  as
         follows:

                                                           2002        2001
                                                           ----        ----
         Net income                                      $482,079    $393,750
                                                         ========    ========

         Weighted Average Shares
           Outstanding used for basic EPS                 736,346     726,475
         Dilutive Items
           Stock options                                   59,557      31,624
           Unvested stock awards                              173          43
                                                          -------     -------
         Adjusted weighted average shares outstanding
            used for dilutive EPS                         796,076     758,142
                                                          ========    ========

         Statement of Cash Flows
         -----------------------
               For the purposes of the statement of cash flows,  the Association
         considers  all highly  liquid  investments  with  maturities at date of
         purchase  of  three  months  or  less  to  be  cash  equivalents.  Cash
         equivalents consist of interest-bearing deposits and federal funds.

Note 2 - Insurance of Savings Accounts and Related Matters
         -------------------------------------------------

               The Federal Deposit  Insurance  Corporation,  through the Savings
         Association  Insurance Fund,  insures deposits of account holders up to
         $100,000.  The  Association  pays an annual premium to provide for this
         insurance.  The  Association  is a member of the Federal Home Loan Bank
         System and is required to  maintain an  investment  in the stock of the
         Federal  Home Loan Bank of  Atlanta  equal to at least 1% of the unpaid
         principal balances of its residential  mortgage loans, .3% of its total
         assets or 5% of its  outstanding  advances from the bank,  whichever is
         greater.  Purchases  and sales of stock are made directly with the bank
         at par value.


                                       24


<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 3 - Held-to-Maturity Securities:
         ---------------------------

         Mortgage  backed  securities  are  guaranteed  by the Federal  National
Mortgage  Association  (FNMA)  or the  Federal  Home Loan  Mortgage  Corporation
(FHLMC) as follows:

                                                               Gross
                                 Amortized      Unrealized     Fair
                                    Cost          Gains        Value
                                    ----          -----        -----
         June 30, 2002
             FHLMC                $109,306      $  2,378      $111,684
                                  --------      --------      --------
             Mortgage backed
             securities           $109,306      $  2,378      $111,684
                                  ========      ========      ========

         June 30, 2001
             FNMA                 $  1,164      $     70      $  1,234
             FHLMC                 144,632           825       145,457
                                  --------      --------      --------
             Mortgage backed
             securities           $145,796      $    895      $146,691
                                  ========      ========      ========

               There  were no gross  unrealized  losses  or sales of  investment
         securities or mortgage  backed  securities  during the years ended June
         30, 2002 and 2001.

Note 4 - Loans Receivable
         ----------------

               Substantially  all  of the  Association's  loans  receivable  are
         mortgage  loans  secured by  residential  and  commercial  real  estate
         properties  located in the State of Maryland.  Loans are extended  only
         after evaluation by management of customers' creditworthiness and other
         relevant  factors on a case-by-case  basis.  The Association  generally
         does not lend more than 95% of the  appraised  value of a property  and
         requires  private  mortgage  insurance on  residential  mortgages  with
         loan-to-value  ratios in excess of 80%. In  addition,  the  Association
         generally  obtains  personal  guarantees  of repayment  from  borrowers
         and/or others for construction, commercial and multi-family residential
         loans and disburses the proceeds of construction and similar loans only
         as work progresses on the related projects.








WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4 - Loans Receivable - Continued
         ----------------

               Residential lending is generally  considered to involve less risk
         than other forms of lending, although payment experience on these loans
         is dependent to some extent on economic  and market  conditions  in the
         Association's  primary lending area.  Commercial and construction  loan
         repayments  are  generally  dependent on the  operations of the related
         properties  or the  financial  condition of its borrower or  guarantor.
         Accordingly, repayment of such loans can be more susceptible to adverse
         conditions in the real estate market and the regional economy.

                   Loans receivable are summarized as follows at June 30:
<TABLE>
<CAPTION>
                                                                     2002               2001
                                                                     ----               ----
         <S>                                                    <C>                <C>
         Loans secured by first mortgages on real estate:
           Residential - one-to-four family                     $ 44,854,232       $ 51,189,420
           Residential - multi-family                                135,745            870,640
           Residential construction loans                            700,000            527,650
           Commercial                                              8,877,967          7,467,110
           Commercial construction                                 1,763,234          1,885,146
                                                                ------------       ------------
         Total first mortgage loans                               56,331,178         61,939,966
         Commercial non-real estate                                2,638,041          1,585,393
         Home equity lines-of-credit                               3,083,230          3,086,645
         Home improvement loans                                       20,130             23,321
         Loans secured by savings deposits                           141,339            168,105
         Overdraft lines of credit                                     7,314             13,345
                                                                ------------       ------------
                                                                  62,221,232         66,816,775

            Less:  Undisbursed portion of loans in process          (733,939)        (1,667,548)
                       Unearned loan fees, net                      (130,883)          (151,450)
                       Allowance for loan losses                    (283,628)          (285,000)
                                                                ------------       ------------
         Loans receivable, net                                  $ 61,072,782       $ 64,712,777
                                                                ============       ============
</TABLE>


         There  were no  impaired  loans as  defined by SFAS No. 114 at June 30,
2002 and 2001. There was no interest income  recognized on impaired loans during
these periods.

         Loans are placed on non-accrual  status when they become ninety days or
more delinquent.  Interest income on such loans is recognized only to the extent
that payments have been received.  The accrual of interest income on these loans
is resumed only after the borrowers  have taken steps to bring the loans current
and management has reason to believe the loans are no longer  impaired.  At June
30,  2002,   non-accrual  loans  totaled  approximately   $64,000.  The  average
non-accrual loan balance for the year ended June 30, 2002 was $161,740.


                                       26

<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4 - Loans Receivable - Continued
         ----------------

               Interest  income that would have been recorded under the original
         terms of such loans and the interest income actually recognized for the
         years ended June 30, are summarized below:

                                                            2002        2001
                                                            ----        ----
         Interest income that would have been recorded     $2,273      $8,099
                      Interest income recognized            1,177       6,370
                                                           ------      ------
                         Interest income not recognized    $1,096      $1,729
                                                           ======      ======

               The  Association,   through  its  normal  asset  review  process,
         classifies certain loans which management  believes involve a degree of
         risk   warranting   additional   attention.   Not  included   above  in
         non-performing and restructured loans was $625,623 and $249,672 at June
         30, 2002 and 2001,  respectively,  which had not yet become ninety days
         or  more  delinquent,   but  had  been  designated  by  management  for
         additional collection and monitoring efforts.

               Changes in the  allowance  for losses on loans are  summarized as
         follows for the years ended June 30:

                                                2002          2001
                                                ----          ----
         Balance at beginning of the year    $ 285,000     $ 285,000
         Provision for loan losses                 165            --
         Charge-offs                            (1,537)           --
                                             ---------     ---------
         Balance at end of the year          $ 283,628     $ 285,000
                                             =========     =========

               Commitments to extend credit are agreements to lend to customers,
         provided that terms and conditions established in the related contracts
         are met. At June 30, 2002, the Association had commitments to originate
         first mortgage loans on real estate and home equity loans  exclusive of
         undisbursed  loan funds of $270,000 and commercial  loans of $1,000,000
         at a variable  rate of interest and  commercial  loans of $250,000 at a
         fixed  rate  of  interest.  At  June  30,  2001,  the  Association  had
         commitments  to originate  first mortgage loans on real estate and home
         equity  loans  exclusive  of  undisbursed  loan funds of  $590,350  and
         commercial loans of $1,810,000 at a variable rate of interest.

               For the years ended June 30, 2002 and 2001 the  Association  also
         had commitments to loan funds under unused  home-equity lines of credit
         aggregating approximately $5,935,320 and $6,053,254, respectively. Such
         commitments carry a floating rate of interest.


                                       27

<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4 - Loans Receivable - Continued
         ----------------

               Loan  commitments  generally  expire  within  six months and such
         loans and other  commitments  are generally  funded from loan principal
         repayments, excess liquidity and savings deposits. Since certain of the
         commitments may expire without being drawn upon or may not be utilized,
         the total commitment  amounts do not necessarily  represent future cash
         requirements.

               The  Association's  exposure to credit loss under these contracts
         in the event of non-performance by the other parties, assuming that the
         collateral  proves to be of no value,  is represented by the commitment
         amounts.

               Loans  serviced  for  others,  which  are  not  included  in  the
         Association's  assets, were approximately  $5,264,041 and $3,910,879 at
         June  30,  2002  and  2001,  respectively.  A fee is  charged  for such
         servicing based on the unpaid principal balances.

               In the normal course of business,  loans are made to officers and
         directors of the Association and their related  interests.  These loans
         are  consistent  with sound banking  practices,  are within  regulatory
         lending  limitations  and do not  involve  more  than  normal  risk  of
         collectibility.  Transactions  in these  loans  (omitting  loans  which
         aggregate  less than  $60,000  per officer or  director)  for the years
         ended June 30, 2002 and 2001 are summarized as follows:

                                              2002          2001
                                              ----          ----
         Balance at  beginning of year    $ 750,870     $ 772,255
         New loans                               --            --
         Repayments                         (23,490)      (21,385)
                                          ---------     ---------
         Balance at end of year           $ 727,380     $ 750,870
                                          =========     =========

Note 5 - Accrued Interest Receivable
         ---------------------------

             Accrued interest receivable is summarized as follows at June 30:

                                             2002          2001
                                             ----          ----
         Loans receivable                  $316,930      $343,513
         Mortgage backed securities             912         1,667
         Other                                1,267           789
                                          ---------     ---------
                                           $319,109      $345,969
                                          =========     =========

                                       28

<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 6 - Property and Equipment
         ----------------------

         Property and equipment are summarized as follows at June 30:

<TABLE>
<CAPTION>
                                                                             Estimated
                                                                              Useful
                                                  2002           2001          Lives
                                                  ----           ----          ----
         <S>                                   <C>            <C>            <C>
         Buildings and improvements            $ 414,638      $ 416,113      23 years
         Furniture, fixtures and equipment       254,491        227,397      3-20 years
         Leasehold improvements                   82,894         82,894      5-10 years
                                               ---------      ---------
            Total at cost                        752,023        726,404
         Less accumulated depreciation
            and amortization                    (659,882)      (643,335)
                                               ---------      ---------
            Property and equipment, net        $  92,141      $  83,069
                                               =========      =========
</TABLE>


               The provision  for  depreciation  charged to  operations  for the
         years  ended June 30, 2002 and 2001  amounted  to $38,330 and  $40,988,
         respectively.  Depreciation is calculated on a straight-line basis over
         the estimated useful life.

               The Association is obligated under long-term operating leases for
         its branch  offices.  These  leases  expire at  various  dates to 2007,
         subject to renewal  options.  The  approximate  future  minimum  rental
         payments under these leases at June 30, 2002 are as follows:

            Due in Year
           Ended June 30,
           --------------
               2003                                          $40,400
               2004                                           40,400
               2005                                           40,400
               2006                                           40,400
               2007                                           38,600

               Rent expense was $39,810 and $38,522 for the years ended June 30,
         2002 and 2001, respectively.

                                       29

<PAGE>

WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 7 - Deposits
         --------

         Time deposits are summarized as follows at June 30:

<TABLE>
<CAPTION>

                                                        2002                          2001
                                               ----------------------     --------------------------
                                                 Amount         %             Amount           %
                                                 ------        ---            ------          ---
         <S>                                   <C>              <C>          <C>              <C>
         Contractual maturity of Certificate
          Accounts from June 30:
          ----------------------
           Under 12 months                     $22,266,528      50.4         $28,100,971      61.8
           12 to 24 months                       8,851,270      20.0           8,602,989      18.9
           24 to 36 months                       4,837,312      10.9           3,904,047       8.6
           36 to 48 months                         764,873       1.7           4,135,218       9.1
           48 to 60 months                       7,520,947      17.0             738,052       1.6
                                               -----------     -----         -----------     -----
                                               $44,240,930     100.0         $45,481,277     100.0
                                               ===========     =====         ===========     =====
</TABLE>


               Interest  expenses on savings deposits  consists of the following
         for the years ended June 30:

                                                   2002                  2001
                                                   ----                  ----
         Certificates                           $2,268,563            $2,548,794
         Passbook                                   87,247               121,028

         NOW and money market                      148,079               203,972
                                                ----------            ----------
                                                $2,503,889            $2,873,794
                                                ==========            ==========

               As of June 30,  2002  and  2001,  the  Association  had  customer
         deposits  in savings  accounts  of  $100,000  or more of  approximately
         $9,143,136 and $9,663,447, respectively.

Note 8 - Borrowings
         ----------

               The  Association has an available line of credit with the Federal
         Home Loan Bank of  Atlanta.  The  credit  availability  for Wyman  Park
         Federal Savings and Loan Association is 20% of the Association's  total
         assets. The rate on these short-term  advances varies daily. Wyman Park
         Federal  Savings and Loan  Association  had no outstanding  advances at
         June 30, 2002 and June 30, 2001.

                                       30

<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 9 - Income Taxes
         ------------

               The provision for income taxes  consists of the following for the
         years ended June 30:



                                            2002           2001
                                            ----           ----
         Current:
            Federal                      $ 261,753      $ 227,194
            State                           57,357         44,688
                                         ---------      ---------
                                           319,110        271,882
         Deferred:
            Federal                            743        (11,694)
            State                              163         (2,588)
                                         ---------      ---------
                                               906        (14,282)
                                         ---------      ---------

          Provision for income taxes     $ 320,016      $ 257,600
                                         =========      =========

               The tax effects of temporary  differences  between the  financial
         reporting and income tax basis of assets and liabilities  relate to the
         following at June 30:

                                                         2002           2001
                                                         ----           ----
         Deferred Tax Assets
            Interest and fees on loans                 $  8,343       $ 10,868
            Allowance for losses on loans               109,537        110,067
            Deferred compensation                            --         13,983
            Supplemental Executive Retirement Plan      154,799        143,646
            Stock Bonus Plan accrual                     12,177         12,177
            Depreciation                                  7,792          7,792
            Other                                         6,759          6,759
                                                       --------       --------
                                                        299,407        305,292
         Deferred Tax Liabilities
            Federal Home Loan Bank stock dividends      (80,684)       (80,684)
            Tax bad debt reserve                         (1,983)        (6,962)
                                                       --------       --------
                                                        (82,667)       (87,646)
                                                       --------       --------
         Net deferred tax assets                       $216,740       $217,646
                                                       ========       ========

         No valuation  allowance has been provided  against the net deferred tax
asset at June 30, 2002 and 2001 because the amount  could be realized  through a
carryback against taxable income of prior years.

                                       31

<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 9 - Income Taxes - Continued
         ------------

         A reconciliation  between the provision for income taxes and the amount
computed  by  multiplying  income  before  provision  for  income  taxes  by the
statutory federal income tax rate is as follows for the years ended June 30:

<TABLE>
<CAPTION>
                                                      2002                       2001
                                             -----------------------    ------------------------
                                                            Percent                     Percent
                                                           of Pretax                   of Pretax
                                              Amount        Income        Amount        Income
                                              ------        ------        ------        ------
         <S>                                 <C>             <C>         <C>             <C>
         Tax provision at statutory rate     $272,712        34.0%       $221,459        34.0%
         State income taxes, net of
           federal income tax benefit          37,963         4.7          27,786         4.3
          Other                                 9,341         1.2           8,355         1.3
                                             --------        ----        --------        ----
                                             $320,016        39.9%       $257,600        39.6%
                                             ========        ====        ========        ====
</TABLE>


               The Association was allowed a special bad debt deduction  limited
         generally to 8% of otherwise taxable income. Beginning July 1, 1996 the
         percentage of taxable income method of computing the  Association's tax
         bad debt  deduction  is not longer  allowed and the amount by which the
         tax reserve for bad debts  exceeds such amount at June 30, 1998 must be
         recaptured over a six year period. A tax liability has been established
         for the  recapture.  If the amounts which  qualified as deductions  for
         federal  income tax purposes  prior to December 31, 1987 are later used
         for purposes other than to absorb loan losses,  including distributions
         in liquidations, they will be subject to federal income tax at the then
         current  corporate  rate.  Retained  earnings at June 30, 2002 and 2001
         include  $1,777,000,  for which no provision for federal income tax has
         been  provided.  The  unrecorded  deferred  income tax liability on the
         above amount was approximately $686,000.

Note 10- Pension Plan
         ------------

               Substantially  all employees of the Association are  participants
         in  the  Financial  Institutions   Retirement  Fund,  a  multi-employer
         non-contributory  defined benefit  pension plan. The actuarial  present
         value of benefit obligations and fair value of plan assets attributable
         to the  Association  are not  available for this  multi-employer  plan.
         Pension   expense  in  connection   with  the  Financial   Institutions
         Retirement Fund reflects the Association's required annual contribution
         to the Fund. Pension expense for the years ended June 30, 2002 and 2001
         was $60,887 and $48,530, respectively.



                                       32
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10- Pension Plan - Continued
         ------------

               The  Association   has   established  a  supplemental   Executive
         Retirement Plan for the benefit of the President of the Association. As
         a result of this Plan, the Association  incurred  expense for the years
         ended June 30, 2002 and 2001 of $28,876 and $37,931, respectively.

Note 11- Common Stock and Stock Benefit Plans
         ------------------------------------

               In  fiscal  1998,  the  Association  converted  from a  federally
         chartered mutual savings and loan association to a federally  chartered
         stock savings and loan  association.  Simultaneously,  the  Association
         consummated  the  formation  of  a  new  holding  company,  Wyman  Park
         Bancorporation,  Inc.,  of  which  the  Association  is a  wholly-owned
         subsidiary.

               In connection with the conversion,  the Company issued  1,011,713
         shares of common stock.

               OTS regulations  limit the payment of dividends and other capital
         distributions  by the  Association.  The  Association  is  able to make
         capital  distributions  during  a  calendar  year,  without  regulatory
         approval,  to the  extent  of its net  income  for such  year  plus its
         retained net income for the preceding two years.  The Association  must
         obtain prior OTS approval to make  capital  distributions  in excess of
         this amount.

               In   addition   to  the   above   restriction   on  its   capital
         distributions,  the  Association  would not be able to pay dividends if
         Wyman Park Federal Savings and Loan Association  would be classified as
         "undercapitalized"  under  OTS  prompt  corrective  action  regulations
         following  the dividend or if the amount of the  dividend  would reduce
         the  Association's  retained  earnings below its  accumulated  bad debt
         deduction or the Association's liquidation account.


                                       33
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 11- Common Stock and Stock Benefit Plans - Continued
         ------------------------------------

         Employee Stock Ownership Plan
         -----------------------------

               The  Association has established an Employee Stock Ownership Plan
         (ESOP) for its  employees.  The ESOP holds the common  stock in a trust
         for  allocation  among  participating  employees.  All employees of the
         Association  who attain  the age of 21 and  complete  twelve  months of
         service with the  Association  will be eligible to  participate  in the
         ESOP.  Participants will become 100% vested in their accounts after six
         years of service  with the  Association  or, if  earlier,  upon  death,
         disability or attainment of normal retirement age. Participants receive
         credit for service with the Association  prior to the  establishment of
         the ESOP.

               The  Association  recognizes  the cost of the ESOP in  accordance
         with AICPA  Statement  of  Position  93-6  "Employers'  Accounting  for
         Employee Stock Ownership Plans". As shares are committed to be released
         from collateral,  the Association reports compensation expense equal to
         the  current   market  price  of  the  shares  and  the  shares  become
         outstanding for earnings-per-share computations. Dividends on allocated
         shares are recorded as a reduction of retained  earnings;  dividends on
         unallocated  shares are recorded as a reduction of debt.  For the years
         ended June 30, 2002 and 2001 compensation expense recognized related to
         the ESOP and the  Association's  contribution  to the ESOP was $135,312
         and $112,785, respectively.

               The ESOP shares were as follows as of June 30:

                                                                   2002
                                                                   ----
                    Shares released and allocated                 66,771
                    Unearned shares                               67,473
                                                                --------
                                                                 134,244
                                                                ========

                    Fair value of unearned shares               $681,477
                                                                ========


                                       34
<PAGE>



WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 11- Common Stock and Stock Benefit Plans - Continued
         ------------------------------------

               Stock Option Plan
               -----------------

               The Company has a Stock Option Plan (the "Plan")  whereby 198,729
         shares of common stock have been reserved for issuance  under the Plan.
         Options  granted under the Plan may be Incentive  Stock Options  within
         the  meaning of Section  422 of the  Internal  Revenue  Code of 1986 as
         amended or Non-Incentive Stock Options. Options are exercisable in five
         annual  installments at the market price of common stock at the date of
         grant.  The Options must be exercised within ten years from the date of
         grant. During the year ended June 30, 1999, the Company granted options
         to purchase  85,990  shares at a weighted  average  price of $11.00 per
         share.  Such shares and fair value have been adjusted to 168,909 shares
         at a  weighted  average  price of $5.60 for the  effect of the  special
         distribution that management determined to be a return of capital.

               The following  table  summarizes the status of and changes in the
         Company's stock option plan during the past two years, as retroactively
         adjusted  for  the  Company's  special   distribution  that  management
         anticipates will constitute a return of capital.


                                                                      Weighted
                                                                      Average
                                                                      Exercise
                                                      Shares            Price
                                                      ------          --------

         Outstanding at June 30, 2002 and 2001        168,909           $5.60
                                                      =======
         Exercisable at June 30, 2002                 135,128
                                                      =======


                                       35
<PAGE>



WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 11- Common Stock and Stock Benefit Plans - Continued
         ------------------------------------

               SFAS No. 123, "Accounting for Stock-Based Compensation", requires
         the Association to make certain disclosures as if the fair value method
         of accounting had been applied to the Association's stock option grants
         made subsequent to 1994.  Accordingly,  the  Association  estimated the
         grant date fair value of each  option  awarded in fiscal 1999 using the
         Black-Scholes   Option-Pricing   model  with  the  following   relevant
         assumptions: dividend yield of 0%, risk-free interest rate of 4.71% and
         expected lives of 10 years. The assumption for expected  volatility was
         27.31%.  Had 2002 and 2001 compensation cost been determined  including
         the  weighted-average  estimate of fair value of each option granted of
         $2.43,  the  Association's  net income in fiscal 2002 and 2001 would be
         reduced to proforma  amount of  $431,690  and  $343,363,  respectively.
         Proforma  earnings,  basic and diluted,  per share would have been $.58
         and $.54 in fiscal 2002 and $.47 and $.45 in fiscal 2001.

         Stock Bonus Plan
         ----------------

               The Company  established  a Recognition  and Retention  Plan (the
         "Stock Bonus Plan" or "RRP") to encourage  directors,  officers and key
         employees  to remain in the  service of the  Association.  Up to 40,469
         shares of  common  stock  may be  awarded  under the terms of the Stock
         Bonus Plan.  Shares of common stock awarded under the plan vest in five
         equal annual  installments  beginning at the date of grant.  On January
         20,  1999,  awards of 34,394  shares of common stock with a fair market
         value of $11.00 per share,  were granted.  The  Association  funded the
         purchase of 34,394  shares of its common  stock at an average  price of
         $11.17 to provide shares for distribution under the Stock Bonus Plan.

Note 12- Retained Earnings and Regulatory Matters
         ----------------------------------------

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


                                       36
<PAGE>




WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 12- Retained Earnings and Regulatory Matters - Continued
         ----------------------------------------

               Quantitative measures established by regulation to ensure capital
         adequacy require the Association to maintain minimum amounts and ratios
         (set forth in the table  below) of total and Tier I capital (as defined
         in the regulations) and risk-weighted assets (as defined),  and of Tier
         I capital (as defined) to average  assets (as defined).  As of June 30,
         2002, the Association met all capital adequacy requirements to which it
         is subject.

               As of June 30, 2002, the most recent notification from the Office
         of Thrift  Supervision  categorized the Association as well capitalized
         under the  regulatory  framework for prompt  corrective  action.  To be
         categorized as well  capitalized the Association  must maintain minimum
         total risk-based,  Tier I risk-based, and Tier I leverage ratios as set
         forth in the  table.  There  are no  conditions  or events  since  that
         notification  that management  believes have changed the  Association's
         category.  The Association's actual capital amounts and ratios are also
         presented in the table.

<TABLE>
<CAPTION>
                                                                                                   To Be Well
                                                                                                Capitalized Under
                                                                     For Capital                Prompt Corrective
                                          Actual                  Adequacy Purposes             Action Provisions
                                     -----------------           -------------------           -------------------
                                     Amount      Ratio           Amount        Ratio           Amount       Ratio
                                     ------      -----           ------        -----           ------       -----
<S>                                <C>           <C>           <C>              <C>         <C>              <C>
         As of June 30, 2002:
            Tangible (1)           $8,740,978    12.31%        $1,064,678       1.5%        $    N/A          N/A%
            Tier I capital (2)      8,740,978    21.12%            N/A          N/A%          2,482,800       6.0%
            Core (1)                8,740,978    12.31%         2,839,141       4.0%          3,548,926       5.0%
            Risk-weighted (2)       9,024,601    21.81%         3,310,400       8.0%          4,138,000      10.0%

         As of June 30, 2001:
            Tangible (1)           $8,057,595    11.4%         $1,059,767       1.5%        $    N/A          N/A%
            Tier I capital (2)      8,057,595    19.8%             N/A          N/A%          2,439,060       6.0%
            Core (1)                8,057,595    11.4%          2,826,046       4.0%          3,532,558       5.0%
            Risk-weighted (2)       8,342,595    20.5%          3,252,080       8.0%          4,065,100      10.0%
</TABLE>

(1)  To adjusted total assets
(2)  To risk-weighted assets


                                       37
<PAGE>



WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 12- Retained Earnings and Regulatory Matters - Continued
         ----------------------------------------

               Total equity in accordance  with  generally  accepted  accounting
         principles  (GAAP  capital)  is  reconciled  to  regulatory  capital as
         follows:

<TABLE>
<CAPTION>

                                                        Tangible         Core          Risk-Based
                                                         Capital        Capital          Capital
                                                        --------        -------          -------
<S>                                                    <C>             <C>             <C>
         GAAP capital as of June 30, 2002              $9,362,659      $9,362,659      $9,362,659

         Less:Equity of parent company                    621,681         621,681         621,681

         Add: Allowance for losses on loans
                  included in risk-based capital-
                  limited to 1.25% of risk-
                  weighted assets                              --              --         283,623
                                                       ----------      ----------      ----------
         Regulatory capital as of June 30, 2002        $8,740,978      $8,740,978      $9,024,601
                                                       ==========      ==========      ==========


         GAAP capital as of June 30, 2001              $8,680,728      $8,680,728      $8,680,728

         Less: Equity of parent company                   623,133         623,133         623,133

         Add:  Allowance for losses on loans
                  included in risk-based capital-
                  limited to 1.25% of risk-
                  weighted assets                              --              --         285,000
                                                       ----------      ----------      ----------
         Regulatory capital as of June 30, 2001        $8,057,595      $8,057,595      $8,342,595
                                                       ==========      ==========      ==========
</TABLE>


                                       38
<PAGE>




WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 13- Disclosures About Fair Value of Financial Instruments
         -----------------------------------------------------

               The following  methods and assumptions  were used to estimate the
         fair  value of each  class of  financial  instruments  for  which it is
         practicable to estimate that value.

         Cash and Cash Equivalents - For cash,  non-interest  bearing  deposits,
         variable  rate  interest-bearing  deposits  in other  banks and federal
         funds sold, the carrying amount is a reasonable estimate of fair value.

         Securities - For mortgage backed  securities,  fair values are based on
         quoted market prices or dealer quotes.

         Loans Receivable - For fixed rate residential mortgages,  fair value is
         based on computed  present value of cash flows using  weighted  average
         term  to  maturity  and  weighted  average  rate  of the  Association's
         portfolio. For variable rate loans, the carrying amount is considered a
         reliable estimate of fair value.

         Ground  Rents  - The  fair  value  of  ground  rents  is  estimated  by
         management  based on  anticipated  realization  in the current  market.
         Ground  rents are peculiar to the  Baltimore  Metropolitan  area.  They
         carry a fixed interest rate of 6%. Consequently,  the fair value varies
         with fluctuations in market interest rates. Although the fair value may
         never recover to the Association's carrying amount because ground rents
         do not have a stated maturity,  any permanent decline in value will not
         be material to the Association's financial statements.

         Federal  Home Loan Bank  Stock - Because of the  limited  nature of the
         market  for  this  instrument,  the  carrying  amount  is a  reasonable
         estimate of fair value.

         Deposits  Liabilities  - The fair  value of  demand  deposits,  savings
         accounts and advance  payments by borrowers  for taxes,  insurance  and
         ground rents is the amount payable on demand at the reporting date. The
         fair value for certificate  accounts is based on computed present value
         of cash flows using the rates currently offered for deposits of similar
         remaining maturities.

         Borrowings  - The fair  value of  short-term  borrowings  is the amount
         payable at the reporting date.

         Commitments - For commitments to originate loans and purchase loans and
         mortgage  backed  securities,  fair  value  considers  the  differences
         between current levels of interest rates and committed rates if any.


                                       39
<PAGE>




WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 13- Disclosures About Fair Value of Financial Instruments - Continued
         -----------------------------------------------------

               The  estimated  fair  values  of  the   Association's   financial
         instruments as of June 30 are as follows:

<TABLE>
<CAPTION>
                                                    2002                            2001
                                        ---------------------------     ---------------------------
                                         Carrying                        Carrying
                                          Amount        Fair Value        Amount         Fair Value
                                          ------        ----------        ------         ----------
         <S>                           <C>             <C>             <C>             <C>
         Financial Assets
         ----------------
            Cash and cash
              equivalents              $ 8,420,849     $ 8,420,849     $ 4,432,017     $ 4,432,017
            Mortgage backed securities     109,306         111,684         145,796         146,691

            Loans receivable, net       61,072,782      63,317,000      64,712,777      65,775,000

            Ground rents                   120,100          72,060         122,600          73,600
            Federal Home Loan Bank
              of Atlanta stock             528,900         528,900         528,900         528,900

         Financial Liabilities
         ---------------------
            Savings deposits            59,988,375      61,328,308      60,181,983      60,700,706
            Advance payments by
              borrowers for taxes,
              insurance and ground
              rents                      1,104,059       1,104,059       1,196,077       1,196,077

         Loan commitments                       --       1,520,000              --       2,400,350

</TABLE>


Note 14- Merger
         ------

         The Company has entered  into a Merger  Agreement  with  Bradford  Bank
         whereby  Bradford Bank will purchase all the  outstanding  stock of the
         Company for $14.55 per share in cash a nd all  unexercised  options for
         $8.95 ($14.55 less exercise price of $5.60) per share in cash; both are
         subject to reduction to the extent that the Company's  total  liability
         resulting from the termination of its participation in its pension plan
         prior  to the  merger  exceeds  $100,000.  The  merger  is  subject  to
         stockholders and regulator approval.



                                       40
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 15- Recent Accounting Pronouncements
         --------------------------------

               In June 2001, the Financial  Accounting  Standards Board ("FASB")
         issued Statements of Financial  Accounting  Standards No. 141 "Business
         Combinations"  ("SFAS 141") and No. 142 "Goodwill and Other  Intangible
         Assets"  ("SFAS 142") which are effective July 1, 2001 and September 1,
         2002,  respectively,  for the  Company.  SFAS  141  requires  that  the
         purchase  method of  accounting  be used for all business  combinations
         initiated  after  June  30,  2001.  Under  SFAS  142,  amortization  of
         goodwill,  including  goodwill recorded in past business  combinations,
         will  discontinue  upon  adoption of this  standard.  All  goodwill and
         intangible  assets will be tested for impairment in accordance with the
         provisions of the Statement.

               In August  2001,  FASB  issued SFAS No. 144  "Accounting  for the
         Impairment or Disposal of Long-Lived Assets". This Statement supersedes
         SFAS  No.  121 and APB  Opinion  No.  30.  SFAS  No.  144  retains  the
         fundamental  provisions  of  SFAS  No.  121  for  (a)  recognition  and
         measurement of impairment of long-lived  assets to be held and used and
         (b)  measurement of long-lived  assets to be disposed of by sale.  SFAS
         No. 144 also requires reporting of discontinued  operations  separately
         from continuing operations and extends that reporting to a component of
         an entity that either has been disposed of or is classified as held for
         sale. The Statement also eliminates the exception to consolidation  for
         a temporarily controlled subsidiary.


                                       41
<PAGE>



                WYMAN PARK BANCORPORATION, INC. AND SUBSIDIARIES
                             STOCKHOLDER INFORMATION


ANNUAL MEETING

The annual  meeting of  stockholders  will be held at 3:00 p.m.,  local time, on
October  16,  2002,  at  the  main  office  located  at 11  West  Ridgely  Road,
Lutherville, Maryland.

STOCK LISTING AND PRICE RANGE OF COMMON STOCK

The Company's stock is traded over-the-counter on the Nasdaq Electronic Bulletin
Board under the symbol "WPBC." Quotations reflect inter-dealer  prices,  without
retail  mark-up,   mark-down  or  commission,   and  may  not  represent  actual
transactions.

                                     High          Low              Dividends
                                     ----          ---              ---------
      September 30, 2000           $ 7.00       $  6.50                --
      December 31, 2000              6.875         6.1875              --
      March 31, 2001                 7.125         6.1875              --
      June 30, 2001                  8.00          6.875               --
      September 30, 2001             7.75          7.00                --
      December 31, 2001              8.50          7.11                --
      March 31, 2002                10.50          8.36                --
      June 30, 2002                 10.75         10.00                --

         Dividend payment decisions are made with  consideration of a variety of
factors including  earnings,  financial  condition,  market  considerations  and
regulatory restrictions. Restrictions on dividend payments are described in Note
11 of the Notes to Financial Statements included in this report.


SHAREHOLDER RELATIONS AND GENERAL INQUIRIES    TRANSFER AGENT

Ernest A. Moretti, President and CEO           Registrar and Transfer Company
Wyman Park Bancorporation, Inc.                10 Commerce Drive
11 West Ridgely Road                           Cranford, New Jersey 07016
Lutherville, Maryland 21093                    (908) 272-8511
(410) 252-6450

ANNUAL REPORTS ON FORM 10-KSB

The Company has filed an annual  report on Form 10-KSB for its fiscal year ended
June 30, 2002, with the Securities and Exchange  Commission.  Copies of the Form
10-KSB may be obtained  directly from the SEC at its web site,  www.sec.gov,  or
from the Company, without charge, by contacting:                -----------


                             Ernest A. Moretti, President and CEO
                             Wyman Park Bancorporation, Inc.
                             11 West Ridgely Road
                             Lutherville, Maryland 21093
                             (410) 252-6450




                                       42
<PAGE>
                              CORPORATE INFORMATION

COMPANY AND BANK ADDRESS

11 West Ridgely Road                               Telephone:    (410) 252-6450
Lutherville, Maryland 21093                        Fax:          (410) 252-6744

<TABLE>
<CAPTION>

DIRECTORS OF THE BOARD

<S>                                                      <C>
Allan B. Heaver                                          John K. White
     Managing General Partner of Heaver Properties            Retired Executive Vice President and current
     Lutherville, Maryland                                    consultantfor Baltimore Life Insurance Company.
                                                              Current member of the Board of Directors for
                                                              Yaffe & Co.

Ernest A. Moretti                                        John R. Beever
     President and Chief Executive Officer of Wyman           Retired Chairman of the Board and President of
     Park Bancorporation, Inc                                 John Dittmar & Sons, Inc.

H. Douglas Huether                                       Albert M. Copp
     President and Chairman of the Board of                   Co-owner and President of Woodhall Wine Cellars
     Independent Can Company                                  Principal of Woodhall Associates

Gilbert D. Marsiglia, Sr.                                Jay H. Salkin
     President of the real estate brokerage                   Senior Vice President - Branch Manager of
     firm of Gilbert D. Marsiglia & Co., Inc.                 Advest, Inc.

G. Scott Barhight
     Partner in the law firm of Whiteford, Taylor &
      Preston, L.L.P.

</TABLE>


             WYMAN PARK BANCORPORATION, INC. AND SUBSIDIARY OFFICERS

Ernest A. Moretti                                  Ronald W. Robinson
     President and Chief Executive Officer              Treasurer

Charmaine M. Snyder
     Secretary and Loan Servicing Manager

INDEPENDENT AUDITORS                               SPECIAL COUNSEL

Anderson Associates, LLP                           Kutak Rock LLP
7621 Fitch Lane                                    1101 Connecticut Avenue, N.W.
Baltimore, Maryland 21236                          Washington, DC 20036





                                       42