EXHIBIT 13

                        ANNUAL REPORT TO SECURITY HOLDERS



<PAGE>



<TABLE>
<CAPTION>
                                                    SELECTED CONSOLIDATED FINANCIAL INFORMATION


                                                                                                June 30,
                                                                      -------------------------------------------------------------
                                                                        1998        1997         1996          1995          1994
                                                                      -------------------------------------------------------------
                                                                                             (In Thousands)
<S>                                                                   <C>          <C>          <C>          <C>           <C>
Selected Financial Condition Data:
Total assets .....................................................    $ 70,541     $ 62,241     $ 63,866     $ 64,258      $ 64,666
Loans receivable, net ............................................      62,042       55,189       53,244       54,403        52,093
Mortgage-backed securities .......................................         284          356          424          520           605
Investment securities ............................................        --          2,993        2,964        5,920         7,935
Deposits .........................................................      54,018       56,095       57,871       58,474        59,389
Total equity .....................................................      14,266        4,750        4,599        4,277         3,854

<CAPTION>
                                                                                           Year Ended June 30,
                                                                      -------------------------------------------------------------
                                                                        1998        1997         1996          1995          1994
                                                                      -------------------------------------------------------------
                                                                                             (In Thousands)
<S>                                                                   <C>          <C>          <C>          <C>           <C>
Selected Operations Data:
Total interest income ............................................    $  5,081     $  4,658     $  4,725     $  4,788      $  4,537
Total interest expense ...........................................       2,722        2,756        3,073        2,891         2,777
                                                                      --------     --------     --------     --------      --------
 Net interest income .............................................       2,359        1,902        1,652        1,897         1,760
Provision for (recovery of) loan losses ..........................           8          145           25          (88)          183
                                                                      --------     --------     --------     --------      --------
Net interest income after provision for loan losses ..............       2,351        1,757        1,627        1,985         1,577
Fees and service charges .........................................          60           48           47           36            28
Gain on sales of loans, mortgage-backed
 securities and investment securities ............................           6            6           20           23           442
Other non-interest income ........................................          27           24           39           26           177
                                                                      --------     --------     --------     --------      --------
Total non-interest income ........................................          93           78          106           85           647
Total non-interest expense .......................................       1,597        1,614        1,278        1,361         1,411
                                                                      --------     --------     --------     --------      --------
Income before taxes ..............................................         847          221          455          709           813
Income tax provision .............................................         329           87          161          276           315
                                                                                   --------     --------     --------      --------
Net income .......................................................    $    518     $    134     $    294     $    433      $    498


                                       2

<PAGE>

                                                                                           Year Ended June 30,
                                                                      -------------------------------------------------------------
                                                                        1998        1997         1996          1995          1994
                                                                      -------------------------------------------------------------
                                                                                             (In Thousands)
<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) .......................................................         .77%         .22%         .46%         .67%          .80%
  Return on equity (ratio of net income to average equity) .......        5.49         2.87         6.56        10.52         13.22
  Interest rate spread information:
   Average during period .........................................        2.75         2.76         2.26         2.70          2.46
   End of period .................................................        2.68         2.77         2.19         2.25          2.93
  Net interest margin(1) .........................................        3.55         3.14         2.63         2.98          2.75
  Ratio of operating expense to average total assets .............        2.37         2.62         2.01         2.11          2.27
  Ratio of average interest-earning assets to average
   interest-bearing liabilities ..................................      119.45       108.40       107.66       106.24        106.66
  Loans as a percentage of total assets ..........................       87.95        88.67        83.37        84.66         80.56


Quality Ratios:
 Non-performing assets to total assets at end of period ..........         .04          .28          .04          .30           .25
 Allowance for loan losses to non-performing loans ...............    1,112.00       153.11       456.89        51.89        196.32
 Allowance for loan losses to loans receivable, net ..............         .45          .49          .24          .18           .60
Capital Ratios:
 Stockholders' equity to total assets at end of period ...........       20.28         7.64         7.24         6.73          6.02
 Average stockholders' equity to average assets ..................       14.03         7.58         7.04         6.36          6.05


Other Data:
 Number of full-service offices ..................................           2            2            2            2             2
</TABLE>


----------
     (1)  Net interest income divided by average interest-earning assets.


                                       3
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS 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,  or in oral  statements  made with the approval of an authorized
executive officer,  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 average rate
paid on


                                       4
<PAGE>


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.  The  Company  has been  notified  by its  service
providers that they are making satisfactory progress in addressing the year 2000
matter and that costs  associated with resolving the issue will not be material.
Management of the Company will continue to monitor this issue.

     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.

Financial Condition

June 30, 1998 compared to June 30, 1997

     Total  assets  increased  approximately  $8.3  million  or 13.3%,  to $70.5
million at June 30, 1998 from $62.2 million at June 30, 1997.  Proceeds from the
recent stock conversion  allowed the Company to increase its loans receivable by
$6.8 million or 12.3%,  to $62.0  million at June 30, 1998 from $55.2 million at
June 30, 1997. The $6.8 million  increase in net loans  receivable  consisted of
$5.6 million in  residential  real estate  loans,  $877,000 in  commercial  real
estate loans and $335,000 in consumer loans. Cash and cash equivalents increased
$4.4  million or 183.3%,  to $6.8  million at June 30, 1998 from $2.4 million at
June 30, 1997 also as a result of the stock  conversion.  Investment  securities
decreased  $3.0  million or 100%,  to zero at June 30, 1998 from $3.0 million at
June 30, 1997 due to increased investments in loans receivable and cash and cash
equivalents.

     Total  savings  deposits  declined  approximately  $2.1 million or 3.7%, to
$54.0 million at June 30, 1998 from $56.1 million at June 30, 1997. The decrease
in deposits was primarily the result of customer  withdrawals for the purpose of
purchasing  stock in the  Company.  Management  does not expect  the  decline in
deposits to continue, as marketing efforts are continuing to attract transaction
accounts and small  commercial  accounts to replace higher  costing  certificate
accounts.

     Total liabilities  decreased  approximately  $1.2 million or 2.1%, to $56.3
million at June 30, 1998 from $57.5 million at June 30, 1997.  This decrease was
primarily the result of the $2.1 million  decline in savings  deposits offset by
an increase of $328,000 in accrued expenses and other liabilities primarily as a
result of the establishment of a supplemental  executive retirement plan for the


                                       5
<PAGE>

Company's  President  and CEO,  and also an  increase of $263,000 in federal and
state income taxes payable as a result of the Company's increased earnings.

     Total  stockholders'  equity increased by $9.6 million or 204.3%,  to $14.3
million at June 30, 1998 from $4.7  million at June 30,  1997.  The increase was
the result of $9.7 million in additional  capital from the stock  conversion and
net income of $518,000  partially offset by $720,000 for the Company's  Employee
Stock Ownership Plan (ESOP).

Operating Results

Comparison of Operating Results for the Years Ended June 30, 1998 and 1997

     Performance  Summary.  Net  income  for the year  ended  June 30,  1998 was
approximately  $518,000,  an increase of $384,000,  or 286.6% from net income of
$134,000 for the year ended June 30, 1997.  The increase was primarily due to an
increase in net interest  income of $457,000,  a decrease in provision  for loan
losses of $137,000, an increase in non-interest income of $14,000 and a decrease
in  non-interest  expense of $18,000,  producing  an  increase in income  before
provision  for income  taxes of $626,000 to $847,000 for the year ended June 30,
1998 as  compared to $221,000  for the year ended June 30,  1997.  For the years
ended June 30, 1998 and 1997,  the returns on average assets were .77% and .22%,
respectively,  while the  returns  on  average  equity  were  5.49%  and  2.87%,
respectively.

     Net  Interest  Income.  Net  interest  income  increased  by  approximately
$457,000,  or  24.0%,  to  $2,359,000  for the year  ended  June 30,  1998  from
$1,902,000  for the year ended June 30,  1997.  This  reflects  an  increase  of
$423,000,  or 9.1%,  in  interest  income  to  $5,081,000  in  fiscal  1998 from
$4,658,000 in fiscal 1997, while interest expense was decreasing by $34,000,  or
1.2%, to $2,722,000 in fiscal 1998 from  $2,756,000 in fiscal 1997. The increase
in net interest margin was primarily from the increase in the average balance of
interest-earning assets.

     For the year ended  June 30,  1998,  the yield on average  interest-earning
assets was 7.64% compared to 7.69% for the year ended June 30, 1997. The cost of
average interest-bearing liabilities was 4.89% for the year ended June 30, 1998,
a decrease from 4.93% for the year ended June 30, 1997.  The average  balance of
interest-earning  assets increased by $5.9 million or 9.7%, to $66.5 million for
the year ended  June 30,  1998 from  $60.6  million  for the year ended June 30,
1997. The average balance of interest-bearing  liabilities decreased by $241,000
or .4%,  to $55.7  million for the year ended June 30,  1998,  compared to $55.9
million for the year ended June 30, 1997.

     The  interest  rate spread  decreased  to 2.75% for the year ended June 30,
1998 from  2.76% for the year  ended  June 30,  1997.  The net  interest  margin
increased  to 3.55% for the year  ended  June 30,  1998 from  3.14% for the year
ended June 30, 1997.

     Provision for Loan Losses. During the year ended June 30, 1998, the Company
recorded a provision for loan losses of $8,000 compared to $145,000 for the year
ended June 30,  1997.  This  provision  was  recorded  based on an  increase  of
$877,000 in commercial real estate loans in the year ended June 30, 1998.


                                       6
<PAGE>


     During the year ended June 30,  1998,  the  Company's  nonperforming  loans
decreased to $25,000 from  $176,000,  comprised of one  residential  loan.  This
decrease did not have a significant  effect on the Company's  provision for loan
losses, as management expects minimal loss, if any, related to this one loan.

     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, 1998 non-interest  income
increased  approximately  $14,000 or 17.7%, to $93,000 from $79,000 for the year
ended June 30, 1997.  This increase is primarily due to an increase in loan fees
and service charges of $12,000.

     Non-Interest  Expense.  Non-interest  expense decreased $18,000 or 1.1%, to
$1,597,000  for the year ended June 30, 1998 from  $1,615,000 for the year ended
June 30, 1997.  This decrease was primarily due to a decrease in federal deposit
insurance  expense of $426,000 or 92.4%,  to $35,000 for the year ended June 30,
1998 from  $461,000 for the year ended June 30,  1997.  The June 30, 1997 figure
included approximately  $383,000, the Company's portion of a one-time assessment
to recapitalize the SAIF fund. This decrease in non-interest  expense was offset
by an increase in compensation  and employee  benefits  expense of approximately
$369,000 or 59.4%,  to $990,000  for the year ended June 30, 1998 from  $621,000
for the year ended June 30, 1997, due to the funding of a supplemental executive
retirement plan and ESOP expenses.

     Income Taxes.  The provision  for income taxes  increased by  approximately
$242,000 or 278.2%,  to $329,000  for the year ended June 30, 1998 from  $87,000
for the year ended June 30, 1997. This increase  results from the  corresponding
$626,000  increase in income before the tax provision.  The Company's  effective
tax rates  were  38.9% and 39.3%  for the years  ended  June 30,  1998 and 1997,
respectively.

     The Company is  generally  taxed at a federal  rate of 34% based on the IRS
tax rate  schedule for  corporations.  The Company is also subject to a Maryland
franchise  tax based on  earnings at a flat rate of 7% of taxable  income.  This
produces  a  combined   federal  and   Maryland  tax  rate  of  38.6%  when  the
deductibility of the Maryland tax for federal purposes is considered.  Variances
from this rate in any given year are the  result of  certain  items of income or
expense not being included in or deducted from taxable income; and, from changes
in the tax estimates of prior periods.


                                       7
<PAGE>


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.


                                  


<TABLE>
<CAPTION>
                                                                                         Year Ended June 30,                  
                                                               ---------------------------------------------------------------------
                                                                                1998                              1997              
                                                               ---------------------------------------------------------------------
                                                                 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) .....................................      $59,695      $ 4,681      7.84%      $53,903      $ 4,250      7.88%
 Mortgage-backed securities ..............................          318           23      7.23           383           27      7.05
 Investment securities ...................................        1,334           85      6.37         2,402          140      5.83
 FHLB stock ..............................................          510           37      7.25           510           37      7.25
 Other investments .......................................        4,624          255      5.51         3,382          204      6.03
                                                                -------      -------   -------       -------      -------   ------- 
  Total interest-earning assets(1)                              $66,481        5,081      7.64       $60,580        4,658      7.69
                                                                =======      -------                 =======      ------- 


Interest-Bearing Liabilities:
 Savings deposits ........................................      $ 5,737          181      3.15       $ 5,856          174      2.97
 Demand and NOW deposits .................................        9,520          273      2.87         9,745          309      3.17
 Certificate accounts ....................................       39,720        2,226      5.60        40,182        2,267      5.64
 Escrow deposits .........................................           97            5      5.15           115            6      5.22
 Borrowings ..............................................          583           37      6.35          --           --        --
                                                                -------      -------   -------       -------      -------   ------- 
  Total interest-bearing liabilities                            $55,657        2,722      4.89       $55,898        2,756      4.93
                                                                =======      -------                 ======= 
Net interest income.......................................                   $ 2,359                               $1,902
                                                                             =======                              ======= 
Net interest rate spread..................................                                2.75%                                2.76%
                                                                                       =======                              ======= 
Net earning assets........................................      $10,824                               $4,682
                                                                =======                              ======= 
Net yield on average
 interest-earning assets..................................                                3.55%                                3.14%
                                                                                       =======                              ======= 
Average interest-earning assets to
 average interest-bearing liabilities.....................                      1.19x                                1.08x
                                                                             =======                              ======= 
</TABLE>
----------
(1)  Calculated net of deferred loan fees, loan discounts,  loans in process and
     loss reserves.


                                       8
<PAGE>


     The following  table presents the weighted  average yields earned on loans,
investments and other  interest-earning  assets,  and the weighted average rates
paid on savings  deposits and the  resultant  interest rate spreads at the dates
indicated.


                                                                   At June 30,
                                                               -----------------
                                                               1998         1997
                                                               -----------------

    Weighted average yield on:
     Loans receivable......................................... 7.76%       7.89%
     Mortgage-backed securities............................... 7.04        7.52
     Investment securities.................................... ---         5.94
     Other interest-earning assets............................ 5.73        5.95
       Combined weighted average yield on
         interest-earning  assets............................. 7.63        7.71


    Weighted average rate paid on:
     Savings deposits......................................... 2.78        3.11
     Demand and NOW deposits.................................. 2.76        2.93
     Certificate accounts..................................... 5.79        5.71
     Other interest-bearing liabilities....................... 5.50        5.50
       Combined weighted average rate paid on interest-
         bearing liabilities.................................. 4.95        4.94

    Spread.................................................... 2.68        2.77


                                       9
<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,
                                                        ----------------------------------------------------------------------------
                                                           1997  vs.   1998                            1996  vs.  1997
                                                        ----------------------------------------------------------------------------
                                                                Increase                              Increase
                                                               (Decrease)                            (Decrease)             
                                                                Due to             Total               Due to               Total  
                                                        --------------------     Increase      ---------------------       Increase
                                                          Volume      Rate       (Decrease)      Volume       Rate        (Decrease)
                                                        ----------------------------------------------------------------------------
                                                                                  (Dollars in Thousands)
<S>                                                      <C>          <C>          <C>          <C>          <C>          <C>  
Interest-earning assets:
 Loans receivable ....................................   $ 454        $ (23)       $ 431        $  68        $  25        $  93
 Mortgage-backed securities ..........................      (5)           1           (4)          (6)          (2)          (8)
 Investment securities ...............................     (68)          13          (55)        (169)           2         (167)
 Other ...............................................      71          (20)          51          (10)          25           15
                                                         -----        -----        -----        -----        -----        ----- 



   Total interest-earning assets .....................   $ 452        $ (29)         423        $(117)       $  50          (67)
                                                         =====        =====        -----        =====        =====        -----


Interest-bearing liabilities:
 Savings deposits ....................................     $(4)       $  11            7        $   8        $ (12)          (4)
                                                                                                                             
 Demand and NOW deposits .............................      (7)         (29)         (36)           3          (11)          (8)
 Borrowings ..........................................      37           --           37           --           --           --
 Certificate accounts ................................     (25)         (16)         (41)        (169)        (134)        (303)
 Escrow deposits .....................................      (1)          --           (1)          (2)          --           (2)


   Total interest-bearing liabilities.. $ ............      --        $ (34)         (34)       $(160)       $(157)        (317)
                                                         =====        =====        -----        =====        =====        -----    


Net interest income ..................................                             $ 457                                  $ 250
                                                                                   =====                                  =====
</TABLE>


                                       10
<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, 1998.

<TABLE>
<CAPTION>

                                                         Maturing in Years Ended June 30,
                                      -------------------------------------------------------------------------
                                                 2000 &     2002 &    2004 -    2009 -
                                         1999     2001       2003      2008      2018     Thereafter   Total
                                      -------------------------------------------------------------------------
                                                              (Dollars in Thousands)
<S>                                    <C>        <C>        <C>      <C>        <C>        <C>      <C>    
               Assets

Loans receivable:
   Amount ..........................   $16,989    $ 7,557    $3,435   $11,880    $16,368    $6,306   $62,535
   Average interest rate ...........      8.17%      7.13%     7.33%     7.30%      7.23%     7.54%     7.76%
Mortgage-backed securities:
   Amount ..........................      --         --        --        --          284      --         284
   Average interest rates ..........      --         --        --        --         7.04      --        7.04
Investment securities:
   Amount ..........................      --         --        --        --         --        --        --
   Average interest rates ..........      --         --        --        --         --        --        --


             Liabilities

Deposit Certificate Accounts:
   Amount ..........................    18,017     15,706     5,254      --         --        --      38,977
   Average interest rates ..........      5.37%      5.94%     5.92%     --         --        --        5.79%
</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.


                                       11
<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.  The  following  table  presents  the
Company's NPV at June 30, 1998, as calculated by the OTS,  based on  information
provided to the OTS by the Company.


                                       12
<PAGE>

                                                                 NPV as % of   
                                                               Portfolio Value
                            Net Portfolio Value                  of Assets     
                            -------------------                  ---------     
               Change 
               in Rates  $Amount      $Change       %Change   NPV Ratio  %Change
               --------  -------      -------       -------   ---------  -------
                               (Dollars in  Thousands)

              +400      $ 7,383     $(4,193)         (36)%     11.78%    (5.07)%

              +300        8,547      (3,030)         (26)      13.30     (3.55)

              +200        9,691      (1,886)         (16)      14.71     (2.14)

              +100       10,749        (828)          (7)      15.95      (.90)

              Static     11,577          --           --       16.85        --

              (100)      12,093         516            4       17.35       .50

              (200)      12,153         576            5       17.29       .44

              (300)      12,255         678            6       17.28       .43

              (400)      12,514         938            8       17.45       .60


     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, 1998 the Company would
have been  considered  to have had a greater than normal level of interest  rate
exposure  and a  deduction  from  capital of $46,000  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.

     Notwithstanding its efforts with respect to asset/liability management, the
Company remains subject to IRR, and expects that its profit margin will decrease
if interest rates rise.


                                       13
<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, 1998 and 1997
the Company  originated  loans for its  portfolio in the amount of $16.5 million
and $8.9 million,  respectively. For the same two fiscal years, these activities
were funded from repayments of $9.7 million and $7.2 million,  respectively, and
sales and participations of $711,000 and $1.3 million, respectively.

     The Company is required to maintain  minimum  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,  1998  and  1997,  cash and cash
equivalents were $6.8 million and $2.4 million,  respectively.  In addition, the
Company has used jumbo certificates of deposit as a source of funds. Deposits of
$100,000  or more  represented  $5.7  million  at June 30,  1998 (of which  $4.2
million were jumbo  certificates  of deposit) and $5.7 million at June 30, 1997,
or 10.6% and 10.2% of total  deposits,  respectively.  The regulatory  liquidity
requirement  for the Company is 4.0%.  The Company has always met the  liquidity
requirements. The Company's eligible total liquidity ratios were 18.7% and 9.8%,
respectively, at June 30, 1998 and 1997.

     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 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 has  experienced  a decline in total  deposits  since 1993 as a
result of its  asset/liability  management  strategies and market  conditions as
well as  approximately  $2 million being  withdrawn by customers for purchase of
the Company's stock. Since the conversion, total assets have increased and total
loans have increased resulting in improved net yield on interest-earning assets.
Management of the Company does not expect the decline in deposits to continue as
marketing efforts are expanded to attract transaction accounts to replace higher
costing  certificate  accounts;  or,  for there to be a  negative  impact on the
Company's operations or liquidity.  Further,  certificate accounts in the amount
of $18.0 million or 46.2% of total certificate  accounts at June 30, 1998 mature
within one year compared to $20.3 million or 50.3% at June 30, 1997.  Management
of the Company  expects the majority of these accounts to renew with no material
adverse effect on the Company's operations or liquidity.


                                       14
<PAGE>

                                                             Year Ended June 30,
                                                               1998        1997
                                                               ----        ----
                                                                (In Thousands)

     Net income............................................   $  518     $  134
     Adjustment to reconcile net income to net cash
      from operating activities............................      643        118
                                                              ------     ------
     Net cash provided from operating activities...........    1,161        252
     Net cash used in investing activities.................   (3,747)    (1,937)
     Net cash provided from (used in)
      financing activities.................................    7,057     (1,739)
                                                              ------     ------
     Net change in cash and cash equivalents...............    4,471     (3,424)
     Cash and cash equivalents at beginning of period......    2,377      5,801 
                                                              ------     ------
     Cash and cash equivalents at end of period............   $6,848     $2,377
                                                              ======     ======

     The Company's principal sources of funds are deposits,  loan repayments and
prepayments,  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.

     OTS  regulations  presently  require the Association to maintain an average
daily  balance  of  investments  in  United  States  Treasury,   federal  agency
obligations and other investments  having maturities of five years or less in an
amount equal to 4.0% of the sum of the  Association's  average  daily balance of
net withdrawable  deposit accounts maturing in less than one year and borrowings
payable in one year or less.  The  liquidity  requirement,  which may be changed
from  time to  time  by the OTS to  reflect  changing  economic  conditions,  is
intended  to  provide  a source  of  relatively  liquid  funds  upon  which  the
Association  may  rely,  if  necessary,  to fund  deposit  withdrawals  or other
short-term  funding  needs.  At June  30,  1998,  the  Association's  regulatory
liquidity was 18.7%.  For the last five fiscal  years,  the  Association  was in
compliance with such requirement and management  believes that the Association's
liquidity  is  adequate.  It  should  be  noted  that  the  Association  has  an
immediately accessible line of credit with the FHLB of Atlanta for $8.0 million.
On June 30, 1998,  the  Association  had  commitments  to  originate  fixed-rate
commercial and residential loans totaling $619,000, and variable rate commercial
and residential real estate mortgage loans totaling  $661,000.  Loan commitments
are generally for 60 days. The  Association  considers its liquidity and capital
reserves sufficient to meet its outstanding short- and long-term needs.

     The  Association  is required by OTS  regulations  to meet certain  minimum
capital  requirements,  which must be generally as stringent as the requirements
established for banks. Current capital requirements call for tangible capital of
1.5% of adjusted total assets, core capital (which for the Association  consists
solely of  tangible  capital) of 3.0% of adjusted  total  assets and  risk-based
capital  (which  for the  Association  consists  of  core  capital  and  general
valuation  allowances)  of 8% of  risk-weighted  assets  (assets are weighted at
percentage levels ranging from 0% to 100% depending on their relative risk). The
OTS has proposed to amend the core capital


                                     15
<PAGE>


requirement so that those associations that do not have the highest  examination
rating and an acceptable level of risk will be required to maintain core capital
of from 4% to 5%, depending on the association's  examination rating and overall
risk. The Association does not anticipate that it will be adversely  affected if
the core capital requirements regulations are amended as proposed.

     The  following  table  summarizes  the  Association's   regulatory  capital
requirements  and  actual  capital  at June 30,  1998.  (See Note 11 of Notes to
Consolidated   Financial  Statements  for  a  reconciliation  of  capital  under
generally accepted accounting principles and regulatory capital amounts.)

<TABLE>
<CAPTION>
                                                                                   Excess of Actual                             
                                                                                     Capital Over       
                                                              Current                  Current    
                                  Actual Capital             Requirement             Requirement
                                  --------------             -----------             -----------
                                                                                                               Asset
                              Amount       Percent      Amount      Percent       Amount       Percent         Total
                              ------       -------      ------      -------       ------       -------         -----
                                                             (Dollars  in   Thousands)
<S>                           <C>           <C>         <C>           <C>         <C>           <C>           <C>    
Tangible Capital..........    $9,430        14.0%       $1,011        1.5%        $8,419        12.5%         $67,415

Core Capital..............     9,430        14.0         2,022        3.0          7,408        11.0           67,415

Risk-based Capital........     9,708        25.6         3,040        8.0          6,668        17.6           37,994
</TABLE>


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

     SFAS No.  130,  "Reporting  Comprehensive  Income" was issued in June 1997.
This  Statement  requires that  comprehensive  income - made up of all revenues,
expenses,  gains and losses - be reported and displayed in an entity's financial
statements  with  the  same  prominence  as  its  other  financial   statements.
Currently,  the only item that  would be  presented  as a  component  of its net
income is the change during the year in unrealized gain or loss on available for
sale  securities.  The Statement,  which is effective for years  beginning after
December  15,  1997,  will not affect the  Company's  financial  position or its
results of operations.

     SFAS No. 131,  "Disclosures  About  Segments of an  Enterprise  and Related
Information"  was also issued in June 1997. This Statement  requires that public
business enterprises report financial


                                       16
<PAGE>


and  descriptive   information  about  their  reportable   operating   segments.
Reportable  operating  segments are defined as components of an enterprise about
which separate financial  information is available and is evaluated regularly by
the chief  operating  decision  maker as a basis for  allocating  resources  and
assessing performance.  It also requires those enterprises to report information
about  countries  in which  they do  business  and about  major  customers.  The
Statement,  which is effective for financial  statements  for periods  beginning
after December 15, 1997, will not affect the Company's financial position or its
results of operations.

     SFAS  No.  132,   "Employers'   Disclosures   About   Pensions   and  Other
Postretirement   Benefits"  was  issued  in  February   1998.   This   Statement
standardizes the disclosure  requirements for pensions and other  postretirement
benefits to the extent practicable. The Statement, which is effective for fiscal
years beginning after December 15, 1997, will not affect the Company's financial
position or its results of operations.

     SFAS  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities" was issued in June, 1998. This Statement standardizes the accounting
for derivative  instruments including certain derivative instruments embedded in
other contracts,  by requiring that an entity recognize these items as assets or
liabilities  in the  statement  of  financial  position and measure them at fair
value. This Statement generally provides for matching the timing of gain or loss
recognition on the hedging instrument with the recognition of the changes in the
fair value of the hedged asset or liability that are  attributable to the hedged
risk or the earnings effect of the hedged forecasted transaction. The Statement,
which is effective for all fiscal  quarters of all fiscal years  beginning after
June 15, 1999, will not affect the Company's  financial  position or its results
of operations.

Impact of the Year 2000

     The Company has conducted a comprehensive review of its computer systems to
identify  applications  that could be affected by the "Year 2000" issue, and has
developed  an  implementation  plan to address  the issue.  The  Company's  data
processing is performed by a service  provider,  however,  software and hardware
utilized  in-house is under  maintenance  agreements  with third party  vendors,
consequently  the  Company is very  dependent  on those  vendors to conduct  its
business.  The Company has already  contacted each vendor to request time tables
for Year 2000  compliance and expected  costs, if any, to be passed along to the
Company.  To date,  the  Company  has been  informed  that its  primary  service
providers  anticipate  that  all  reprogramming  efforts  will be  completed  by
December 31, 1998, allowing the Company adequate time for testing. Certain other
vendors have not yet responded,  however,  the Company will pursue other options
if it appears that these vendors will be unable to comply.  Management  does not
currently  expect  its  costs  to have a  significant  impact  on its  financial
position or results of operations,  however,  there can be no assurance that the
vendors'  systems will be Year 2000 compliant,  consequently,  the Company could
incur incremental costs to convert to another vendor. The Company has identified
certain  of its  hardware  and  software  equipment  that  will not be Year 2000
compliant and intends to purchase new equipment and software  prior to March 31,
1999. These capital expenditures are expected to total approximately $10,000.


                                       17
<PAGE>


                          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, 1998, and the
related consolidated  statements of income,  stockholders' equity and cash flows
for the year ended June 30, 1998. 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 audit. The consolidated statement of financial condition
of Wyman Park Bancorporation,  Inc. and Subsidiaries as of June 30, 1997 and the
related statements of income,  stockholders'  equity and cash flows for the year
ended June 30, 1997 were audited by other auditors whose report,  dated July 18,
1997, expressed on those statements an unqualified opinion.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit 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 audit provides a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Wyman
Park   Bancorporation,   Inc.  and  Subsidiaries  at  June  30,  1998,  and  the
consolidated results of their operations and their cash flows for the year ended
June 30, 1998, in conformity with generally accepted accounting principles.




Anderson Associates, LLP

July 24, 1998


                                       18
<PAGE>


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

                                          CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                                   JUNE 30, 1998 AND 1997
                                                                                            1998             1997
                                                                                            ----             ----
<S>                                                                                 <C>                <C>         
                      Assets
Cash and non-interest bearing deposits                                              $     206,303      $    461,268
Interest-bearing deposits in other banks                                                2,071,076         1,092,682
Federal funds sold                                                                      4,570,744           823,142
                                                                                    -------------      ------------
Total cash and cash equivalents (Notes 1 and 12)                                        6,848,123         2,377,092
Loans receivable, net (Notes 1, 4 and 12)                                              62,042,464        55,188,566
Mortgage backed securities held-to-maturity at amortized
 cost, fair value of $291,212 (1998) and $360,666 (1997)
 (Notes 1, 3 and 12)                                                                      283,715           356,187
Investment securities available-for-sale at fair value, amortized
  cost of $3,000,000 (1997) (Notes 1, 3 and 12)                                                --         2,992,500
Federal Home Loan Bank of Atlanta stock, at cost
 (Notes 2 and 12)                                                                         509,900           509,900
Accrued interest receivable (Note 5)                                                      328,934           337,394
Ground rents owned, at cost (Note 12)                                                     129,108           129,108
Property and equipment, net (Notes 1 and 6)                                               188,120           203,319
Prepaid expenses and other assets                                                          60,504            88,764
Federal and state income taxes receivable                                                     130                --
Deferred tax asset (Notes 1 and 8)                                                        150,019            58,506
                                                                                    -------------      ------------
Total assets                                                                        $  70,541,017      $ 62,241,336
                                                                                    =============      ============
                      Liabilities and Equity
Liabilities
   Demand deposits                                                                  $   5,611,764      $  5,892,975
   Money market and NOW accounts                                                        9,429,037         9,960,827
   Time deposits                                                                       38,977,347        40,241,530
                                                                                    -------------      ------------
Total deposits (Notes 7 and 12)                                                        54,018,148        56,095,332
   Checks outstanding in excess of bank balance                                           143,430                --
   Advance payments by borrowers for taxes,
     insurance and ground rents (Note 12)                                               1,368,467         1,240,877
   Accrued interest payable on savings deposits                                            17,495            18,994
   Accrued expenses and other liabilities                                                 448,120           120,151
   Federal and state income taxes payable                                                 279,073            16,163
                                                                                    -------------      ------------
Total liabilities                                                                      56,274,733        57,491,517
Commitments and contingencies (Notes 4, 6, 8, 9 and 12)

Stockholders' Equity
   Common stock, par value $.01 per share, authorized 2,000,000
     shares, issued and outstanding 1,011,713                                              10,117                --
   Additional paid-in capital                                                           9,704,005                --
   Contra equity - Employee Stock Ownership Plan (ESOP)                                  (720,090)               --
   Retained earnings, substantially restricted                                          5,272,252         4,754,419
   Net unrealized holding losses on investments available
     for sale                                                                                  --           (4,600)
                                                                                    -------------      ------------
Total stockholders' equity                                                             14,266,284         4,749,819
                                                                                    -------------      ------------
Total liabilities and stockholders' equity                                          $  70,541,017      $ 62,241,336
                                                                                    =============      ============
</TABLE>


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


                                       19
<PAGE>

                         WYMAN PARK BANCORPORATION, INC.
                                AND SUBSIDIARIES
                              Lutherville, Maryland

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             JUNE 30, 1998 AND 1997
<TABLE>
<CAPTION>
                                                                       1998           1997
                                                                       ----           ----

<S>                                                                 <C>            <C>       
Interest and fees on loans receivable                               $4,680,659     $4,250,470
Interest on mortgage-backed securities                                  23,301         26,733
Interest on investment securities                                       85,215        140,065
Interest on other investments                                          292,130        240,959
                                                                    ----------     ----------
Total interest income                                                5,081,305      4,658,227

Interest on savings deposits                                         2,679,815      2,749,541
Interest on Federal Home Loan Bank advances (short term)                37,394             --
Interest on escrow deposits                                              5,327          6,424
                                                                    ----------     ----------
Total  interest expense                                              2,722,536      2,755,965

Net interest income before provision for loan losses                 2,358,769      1,902,262
Provision for loan losses (Notes 1 and 4)                                8,000        145,000
                                                                    ----------     ----------
Net interest income                                                  2,350,769      1,757,262

Other Income
   Loan fees and service charges                                        59,831         48,284
   Gains on sales of loans receivable                                    6,518          5,816
   Other                                                                26,834         24,411
                                                                    ----------     ----------
Total other income                                                      93,183         78,511

General and Administrative Expenses
   Salaries and employee benefits                                      989,616        620,513
   Occupancy costs                                                      94,999         91,219
   Federal deposit insurance premiums (Note 11)                         35,112        461,177
   Data processing                                                      73,262         67,071
   Advertising                                                          52,770         63,145
   Franchise and other taxes                                            51,500         44,730
   Other                                                               299,640        267,225
                                                                    ----------     ----------
Total general and administrative expenses                            1,596,899      1,615,080

Income before tax provision                                            847,053        220,693

Provision for income taxes (Notes 1 and 8)                             329,220         86,888
                                                                    ----------     ----------

Net income                                                          $  517,833     $  133,805
                                                                    ==========     ==========
</TABLE>


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


                                       20
<PAGE>


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

                                                              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                                 FOR THE YEARS ENDED JUNE 30, 1998 AND 1997

                                                                                                   
                                                                           
                                                                                                       Net Unrealized
                                                           Additional     Contra Equity                Holding Losses
                                               Common       Paid-In       Employee Stock   Retained    on Investments
                                               Stock         Capital      Ownership Plan    Earnings   Available for Sale    Total 
                                               -----         -------      --------------    --------   ------------------    ----- 
                                                                         
<S>                                       <C>            <C>            <C>             <C>            <C>             <C>         
Balance at June 30, 1996                  $       --     $       --     $       --      $  4,620,614   $    (21,830)   $  4,598,784
Net income                                        --             --             --           133,805           --           133,805
Adjustment to unrealized holding
 losses on available for sale
 securities                                       --             --             --              --           17,230          17,230
                                          ------------   ------------   ------------    ------------   ------------    ------------
Balance at June 30, 1997                          --             --             --         4,754,419         (4,600)      4,749,819
Proceeds from stock offering net
 of cost                                        10,117      9,662,936           --              --             --         9,673,053
Borrowings for Employee Stock
 Ownership Plan                                   --             --         (809,370)           --             --          (809,370)
Compensation under stock based
 benefit plan                                     --           41,069         89,280            --             --           130,349
Net income                                        --             --             --           517,833           --           517,833
Adjustment to unrealized holding
  losses on available for sale
 securities                                       --             --             --              --            4,600           4,600
                                          ------------   ------------   ------------    ------------   ------------    ------------
Balance at June 30, 1998                  $     10,117   $  9,704,005   $   (720,090)   $  5,272,252   $       --      $ 14,266,284
                                          ============   ============   ============    ============   ============    ============
</TABLE>


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


                                       21
<PAGE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 1998 AND 1997


                                                                            1998             1997
                                                                            ----             ----
<S>                                                                    <C>                <C>        
Cash flows from operating activities
     Net income                                                        $   517,833        $   133,805
     Adjustments to reconcile net income to net
       cash provided by operating activities
         Depreciation and amortization                                      62,158             59,693
         Non-cash compensation under Stock Based
          Benefit Plan                                                     130,349               --
         Deferred income tax provision (benefit)                           (94,413)           (95,712)
         Provision for loan losses                                           8,000            145,000
         Amortization of loan fees, premiums and
          discounts, net                                                   (88,909)           (88,311)
         Loss on disposal of property and equipment                           --                5,730
         Gain on sales of loans receivable                                  (6,518)            (5,816)
         Loans originated for resale                                      (710,700)              --
         Proceeds from sale of loans originated for resale                 717,218               --
         Decrease in accrued interest receivable                             8,460             12,083
         Decrease in prepaid expenses and other assets                      28,260             10,140
         Increase (decrease) in accrued expenses and
           other liabilities                                               327,969            (22,812)
         (Increase) decrease in federal and state income
          taxes receivable                                                    (130)            83,632
         Increase in federal and state income taxes payable                262,910             16,163
         Decrease in accrued interest payable on savings
          deposits                                                          (1,499)            (1,880)
                                                                       -----------        -----------
         Net cash provided by operating activities                       1,160,988            251,715
                                                                       -----------        -----------

Cash flows from investment activities
     Purchases of investment securities available for sale                    --           (1,000,000)
     Maturity of investment securities available for sale                3,000,000          1,000,000
     Net increase in loans receivable                                   (5,212,938)        (1,502,401)
     Purchases of loans receivable                                      (1,560,051)        (1,788,457)
     Sales of loans receivable                                                --            1,295,000
     Mortgage backed securities principal repayments                        72,472             67,822
     Purchases of property and equipment                                   (46,959)            (9,697)
     Sale of ground rents owned                                               --                1,021
                                                                       -----------        -----------
         Net cash provided by (used in) investing activities            (3,747,476)        (1,936,712)
                                                                       -----------        -----------
</TABLE>


                                       22
<PAGE>


                         WYMAN PARK BANCORPORATION, INC.
                                AND SUBSIDIARIES
                              Lutherville, Maryland

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                              1998                 1997
                                                                              ----                 ----
<S>                                                                       <C>                  <C>         
Cash flows from financing activities
     Net decrease in savings deposits                                     $(2,077,184)         $(1,773,481)
     Net increase in checks outstanding in excess
       of bank balance                                                        143,430                 --
     Increase in advance payments by borrowers
      for taxes, insurance and ground rents                                   127,590               34,324
     Net proceeds from issuance of common stock                             8,863,683                 --
                                                                          -----------          -----------
         Net cash provided by (used in) financing activities                7,057,519           (1,739,157)
                                                                          -----------          -----------

Net increase (decrease) in cash and cash equivalents                        4,471,031           (3,424,154)
Cash and cash equivalents at beginning of year                              2,377,092            5,801,246
                                                                          -----------          -----------
Cash and cash equivalents at end of year                                  $ 6,848,123          $ 2,377,092
                                                                          ===========          ===========

Supplemental information

         Interest paid on savings deposits and borrowed funds             $ 2,724,709          $ 2,751,421
                                                                          ===========          ===========

         Income taxes                                                     $   159,604          $    82,805
                                                                          ===========          ===========
</TABLE>


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


                                       23
<PAGE>


                         WYMAN PARK BANCORPORATION, INC.
                                AND SUBSIDIARIES
                              Lutherville, Maryland

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1    Summary of Significant Accounting Policies

          Principles of Consolidation

               The accompanying  consolidated  financial statements for the year
          ended June 30,  1998  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.

          Nature of Operations

               The Association  operates as a thrift institution taking deposits
          from  the  general  public  and  using  those  funds to  promote  home
          ownership  by  making  real  estate  loans in its  service  area.  The
          Association also engages in other forms of lending and investments. As
          such,  the  Association is subject to the inherent risk that borrowers
          will default and properties or other collateral will not be sufficient
          to recover the loan balance.  The Association's sound lending policies
          have mitigated this risk and losses from loans have been minimal.  The
          Association  is also  subject  to the  risk  that  severe  changes  in
          prevailing  interest  rates could  cause  impairment  of its  earnings
          capability and the fair value of its net assets. However, management's
          operating  strategies  combined with a relatively stable interest rate
          environment  since the  mid-1980's,  have resulted in the  Association
          being profitable and increasing its capital position.

          Basis of Presentation

               The  preparation  of  financial  statements  in  conformity  with
          generally accepted  accounting  principles requires management to make
          estimates and assumptions  that affect the reported  amounts of assets
          and liabilities and disclosure of contingent assets and liabilities at
          the date of the  financial  statements  and the  reported  amounts  of
          revenue and expenses during the reporting period. Actual results could
          differ 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 and the valuation of
          investments in real estate.  In connection with these  determinations,
          management obtains independent  appraisals for significant  properties
          and prepares net realizable value analyses as appropriate.

               Management  believes that the  allowances for losses on loans and
          investments  in  real  estate  are  adequate.  While  management  uses
          available  information to recognize losses on loans and investments in
          real estate, future additions to the allowances may be necessary based
          on changes in economic


                                       24
<PAGE>

WYMAN PARK BANCORPOATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1    Summary of Significant accounting Policies - Continued

          Basis of  Presentation  - Continued  

          conditions,  particularly  in the  State  of  Maryland.  In  addition,
          various regulatory agencies,  as an integral part of their examination
          process,  periodically review the Association's  allowances for losses
          on loans and investments in real estate. Such agencies may require the
          Association to recognize  additions to the  allowances  based on their
          judgments  about  information  available  to them at the time to their
          examination.

          Investment Securities and Mortgage Backed Securities
        
               The Association's  debt and equity securities are classified into
          two categories.  Debt securities that the Association has the positive
          intent  and   ability  to  hold  to   maturity   are   classified   as
          held-to-maturity  and recorded at amortized  cost. Debt securities not
          classified  as  held-to-maturity  and equity  securities  with readily
          determinable  fair values are  considered  available-for-sale  and are
          reported at fair value, with unrealized gains and losses excluded from
          earnings  and reported as a separate  component  of retained  earnings
          (net of tax effects).  The  Association  does not invest in securities
          for trading  purposes.  Fair value is  determined  based on bid prices
          published in financial  newspapers  or bid  quotations  received  from
          securities dealers.

               Premiums  and  discounts  on  investment   and  mortgage   backed
          securities  are  amortized  over the term of the  security  using  the
          interest    method.    Gain   or   loss   on   sale   of   investments
          available-for-sale  is  reflected  in income at the time of sale using
          the specific identification method.

          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  result  primarily  because of  temporary
          differences resulting from recognizing loan origination fees and costs
          in different periods for financial reporting purposes and income taxes
          purposes  prior to January 1, 1994,  depreciation  methods,  loan loss
          recognition,  Federal  Home Loan Bank (FHLB)  stock  dividends,  and a
          deferred compensation agreement. The Association changed its method of
          accounting  for loan  origination  fees and


                                       25
<PAGE>


          costs for tax purposes for all transactions occurring on or after July
          1, 1994 to conform with the method  utilized for  financial  reporting
          purposes.

WYMAN PARK BANCORPORATION, INC. 
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1    Summary of Significant Accounting Policies - Continued

          Loan Fees

               Origination and commitment fees and direct  origination costs are
          deferred  and  amortized to income over the  contractual  lives of the
          related loans using the interest method. Under certain  circumstances,
          commitment  fees are  recognized  over the  commitment  period or upon
          expiration of the commitment.  Unamortized loan fees are recognized in
          income when the related loans are sold or prepaid.

               Origination and commitment fees and direct  origination  costs on
          loans  originated  for sale are deferred and recognized as a component
          of gain or loss at the time of sale.

          Provision for Loan Losses

               The provision for loan losses is determined based on management's
          review of the loan portfolio and analyses of the borrowers' ability to
          repay, past collection experience,  risk characteristics of individual
          loans or groups of similar loans and  underlying  collateral,  current
          and  prospective  economic  conditions  and  status of  non-performing
          loans.  Loans or portions thereof are charged-off when considered,  in
          the opinion of management, uncollectible.

               Interest on potential  problem  loans is not accrued when, in the
          opinion of management, the full collection of principal or interest is
          in doubt. Any interest ultimately  collected on such loans is recorded
          in income in the period of recovery.

               The Financial  Accounting  Standards Board ("FASB")  Statement of
          Financial   Accounting  Standards  ("SFAS")  No.  114  "Accounting  by
          Creditors  for  Impairment  of a Loan" as amended by Statement No. 118
          "Accounting by Creditors for Impairment of a Loan - Income Recognition
          and Disclosures"  (collectively referred to as SFAS No. 114) 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.
          However,  if a loan was restructured in a troubled debt  restructuring
          involving a  modification  of terms before the effective  date of this
          Statement and it is not impaired  based on the terms  specified by the
          restructuring  agreement,  a creditor  may continue to account for the
          loan  in  accordance   with  the   provisions  of  Statement  No.  15,
          "Accounting for Troubled Debt  Restructurings"  prior to its amendment
          by this Statement.


                                       26
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1    Summary of Significant Accounting Policies - Continued

          Provision for Loan Losses - Continued

               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.

          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 and  diluted  earnings  per share  have not been  presented
          since the  Association  converted  to stock  January  5, 1998 and such
          information would not be meaningful.

          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.


                                       27
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 3    Investment Securities

               Investment securities are summarized as follows:
<TABLE>
<CAPTION>

                                                                        Gross              Gross
                                                   Amortized         Unrealized          Unrealized          Fair
                                                     Cost               Gains              Losses            Value
                                                     ----               -----              ------            -----
<S>                                                <C>               <C>                   <C>           <C>     
         Available-for-Sale Investments:

            June 30, 1998

               U.S. government and
                 agency securities                 $    --            $    --              $   --        $      --

            June 30, 1997

               U.S. government and
                 agency securities                   3,000,000             --               (7,500)         2,992,500

         Held-to-Maturity Securities:
</TABLE>

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

            June 30, 1998
            <S>                                       <C>               <C>                   <C>            <C>     
              FNMA                                    $  2,098          $     81              $--            $  2,179
              FHLMC                                    281,617             7,416               --             289,033
                                                      --------          --------              ---            --------
              Mortgage backed                                                              
               securities                             $283,715          $  7,497              $--            $291,212
                                                      ========          ========              ===            ========
                                                                                           
            June 30, 1997                                                                  
                                                                                           
              FNMA                                    $  2,328          $     81              $--            $  2,409
              FHLMC                                    353,859             4,398               --             358,257
                                                      --------          --------              ---            --------
              Mortgage backed                                                              
               securities                             $356,187          $  4,479              $--            $360,666
                                                      ========          ========              ===            ========
</TABLE>                                                           


                                       28
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 3    Investment Securities - Continued

               The  scheduled  maturities  of  securities  held-to-maturity  and
          securities (other than equity securities)  available-for-sale  at June
          30, 1998, were as follows:
<TABLE>
<CAPTION>
                                                              Held-to-Maturity             Available-for-Sale  
                                                              ----------------             ------------------  
                                                         Amortized       Estimated    Amortized         Estimated
                                                           Cost         Fair Value       Cost           Fair Value
                                                        ----------      ----------    ----------        ----------
<S>                                                     <C>             <C>            <C>              <C>      
          Due in one year or less                       $      --       $      --      $     --         $     -- 
          Due from one to five years
          Mortgage backed securities                      283,715         291,212            --               -- 
                                                        ---------       ---------      --------         --------  
                                                        $ 283,715       $ 291,212      $     --         $     --
                                                        =========       =========      ========         ========  
</TABLE>

               There  were no sales of  investment  securities  during the years
          ended June 30, 1998 and 1997.

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 90% 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.

               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.


                                       29
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4    Loans Receivable - Continued

             Loans receivable are summarized as follows at June 30:
<TABLE>
<CAPTION>
                                                                                    1998                 1997
                                                                                -----------          -----------
<S>                                                                             <C>                  <C>        
          Loans secured by first mortgages on real estate:
             Residential - one-to-four family                                   $51,779,174          $46,345,319
             Residential - multi-family                                             361,994              210,587
             Commercial                                                           6,683,136            5,806,328
             Construction loans                                                          --              150,000
                                                                                -----------          -----------
          Total first mortgage loans                                             58,824,304           52,512,234
             Home equity lines-of-credit                                          3,390,206            3,183,895
             Home improvement loans                                                  12,183               16,358
             Loans secured by savings deposits                                      309,222              175,898
                                                                                -----------          -----------
                                                                                 62,535,915           55,888,385

              Less:  Undisbursed portion of loans in process                             --             (231,000)
                     Unearned loan fees, net                                       (215,451)            (198,819)
                     Allowance for loan losses                                     (278,000)            (270,000)
                                                                                -----------          -----------
          Loans receivable, net                                                 $62,042,464          $55,188,566
                                                                                ===========          ===========

          Average annual yield on loans receivable for
           the years ended June 30                                                     7.84%                7.88%
                                                                                ===========          ===========
                                                                              

               The following is a summary of  non-performing  loans and troubled
          debt restructuring as of June 30:

                                                                                    1998                1997
                                                                                    ----                ----
          Non-accrual loans                                                     $    25,296          $   176,349
          Troubled debt restructuring                                                    --                   --
                                                                                -----------          -----------
             Total non-performing loans and troubled
              debt restructuring                                                $    25,296          $   176,349
                                                                                ===========          ===========
</TABLE>


                                       30
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4    Loans Receivable - Continued

               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. The contractual amount of
          interest that would have been recorded on the above  non-accrual loans
          at June 30, 1998 and 1997 was $1,270 and $4,472, respectively.  Actual
          interest  income recorded on such loans was $2,389 and $14,492 for the
          years ended June 30, 1998 and 1997, respectively. Non-accrual loans at
          June  30,  1998  and  1997  and for the  years  then  ended  were  all
          residential  mortgage loans not included  within the scope of SFAS No.
          114. Accordingly, there were no allowances for loan losses established
          specifically for these loans.

               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  $462,579 and $178,260 at
          June 30, 1998 and 1997, 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:

                                                  1998                 1997
                                                  ----                 ----
          Balance at beginning of the year      $270,000             $125,000
          Provision for loan losses                8,000              145,000
          Charge-offs, net of recoveries            --                   --
                                                --------             --------
          Balance at end of the year            $278,000             $270,000
                                                ========             ========

               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, 1998, the  Association  had commitments
          to originate first mortgage loans on real estate and home equity loans
          exclusive of undisbursed  loan funds of $1,279,700,  of which $618,800
          carry a fixed rate, ranging between 6.125% and 8%, based on the market
          rate at the date of commitment  and $660,900  carry a variable rate of
          interest.  At June  30,  1997,  the  Association  had  commitments  to
          originate  first  mortgage loans on real estate and home equity loans,
          exclusive  of  undisbursed   loan  funds,  of  $1,821,100,   of  which
          $1,772,300  carry a fixed rate,  ranging between 7% and 8.5%, based on
          the market rate at the date of commitment and $48,800 carry a variable
          rate of interest.


                                       31
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4    Loans Receivable - Continued

               For the years ended June 30, 1998 and 1997 the  Association  also
          had commitments to loan funds under unused home-equity lines of credit
          aggregating  approximately  $5,755,244 and  $5,464,623,  respectively.
          Such commitments carry a floating rate of interest.

               Commitments for mortgage loans 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.

               Substantially all of the Association's outstanding commitments at
          June 30, 1998 are for loans which would be secured by real estate with
          appraised   values   in  excess  of  the   commitment   amounts.   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  $2,274,655 and $2,338,256 at
          June 30,  1998  and  1997,  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 year
          ended June 30, 1998 are summarized as follows:

              Balance at June 30, 1997                      $423,716
              New loans                                      430,500
              Repayments                                     (65,104)
                                                            --------
              Balance at June 30, 1998                      $789,112
                                                            ========


                                       32
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 5    Accrued Interest Receivable

               Accrued interest receivable is summarized as follows at June 30:

                                                         1998            1997
                                                       --------        --------
                 Loans receivable                      $308,231        $269,162
                 Mortgage backed securities               3,405           4,360
                 Investment securities                       --          57,688
                 Other                                   17,298           6,184
                                                       --------        --------
                                                       $328,934        $337,394
                                                       ========        ========

Note 6    Property and Equipment

               Property and equipment are summarized as follows at June 30:

                                                                       Estimated
                                                                       ---------
                                                                        Useful
                                            1998           1997          Lives 
                                          --------       --------     ----------
                                                                          
     Buildings and improvements           $357,668       $357,668       23 years
     Furniture, fixtures and equipment     345,607        308,110     3-20 years
     Leasehold improvements                 81,499         75,220     5-10 years
                                          --------       --------
      Total at cost                        784,774        740,998
     Less accumulated depreciation
      and amortization                     596,654        537,679
                                          --------       --------
      Property and equipment, net         $188,120       $203,319
                                          ========       ========

               The provision  for  depreciation  charged to  operations  for the
          years  ended June 30, 1998 and 1997  amounted to $62,158 and  $59,693,
          respectively. Depreciation is calculated on a straight line basis over
          the estimated useful life.


                                       33
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 6    Property and Equipment - Continued

               The Association is obligated under long-term operating leases for
          its branch  offices.  These  leases  expire at various  dates to 2002,
          subject to renewal  options.  The  approximate  future  minimum rental
          payments under these leases at June 30, 1998 are as follows:

                    Due in Year
                   Ended June 30,
                   --------------
                       1999                          $ 37,896
                       2000                            37,896
                       2001                            37,896
                       2002                            28,390
                   Subsequent to 2002                  21,600
                                                     --------
                        Total                        $163,678
                                                     ========

               Rent expense was $38,396 and $37,906 for the years ended June 30,
          1998 and 1997, respectively.

Note 7    Deposits

               Time deposits are summarized as follows at June 30:
<TABLE>
<CAPTION>
                                          1998                         1997    
                                       -----------                  ---------- 
                                         Amount         %             Amount         %

Contractual maturity of Certificate
  Accounts from June 30:
<S>      <C>                           <C>             <C>          <C>             <C> 
   Under 12 months                     $18,017,936     46.2         $20,255,689     50.3
   12 to 24 months                      13,965,905     35.8           8,026,606     20.0
   24 to 36 months                       1,739,829      4.5           6,013,397     15.0
   36 to 48 months                       4,796,680     12.3           1,107,957      2.8
   48 to 60 months                         445,512      1.2           4,802,948     11.9
   Over 60 months                           11,485      0.0              34,933      0.0
                                       -----------    -----         -----------    -----
                                       $38,977,347    100.0         $40,241,530    100.0
                                       ===========    =====         ===========    =====
</TABLE>
 
   Average annual rate on savings deposits
    for the year ended June 30                4.88%                        4.94%
                                              ====                         ====


                                       34
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 7    Deposits - Continued

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

                                                    1998                 1997
                                                 ----------           ----------
                 Certificates                    $2,225,469           $2,267,188
                 Passbook                           180,969              173,461
                 NOW and money market               273,377              308,892
                                                 ----------           ----------
                                                 $2,679,815           $2,749,541
                                                 ==========           ==========

               As of June 30,  1998  and  1997,  the  Association  had  customer
          deposits in savings  accounts  of  $100,000  or more of  approximately
          $5,715,858 and $5,680,377, respectively.

Note 8    Income Taxes

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

                                                    1998                 1997
                                                    ----                 ----
              Current:
                 Federal                          $346,898             $149,745
                 State                              76,735               32,855
                                                  --------             --------
                                                   423,633              182,600
                                                  --------             --------

              Deferred:
                 Federal                           (78,262)             (78,364)
                 State                             (16,151)             (17,348)
                                                  --------             --------
                                                   (94,413)             (95,712)
                                                  --------             --------

               Provision for income taxes         $329,220             $ 86,888
                                                  ========             ========


                                       35
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 8    Income Taxes - Continued

               The net deferred tax asset at June 30, 1998 and 1997  consists of
          total deferred tax assets of $278,211 and $175,506,  respectively, and
          deferred tax liabilities of $128,192 and $117,000,  respectively.  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:
<TABLE>
<CAPTION>

                                                                1998                1997
                                                                ----                ----
<S>                                                        <C>                 <C>        
Interest and fees on loans                                 $  36,508           $  51,392
Allowance for losses on loans                                107,364             104,274
Federal Home Loan Bank stock dividends                       (80,684)            (80,684)
Deferred compensation                                         13,989              16,940
Unrealized loss on investment securities                        --                 2,900
Tax bad debt reserve                                         (11,897)            (11,897)
Senior Executive Retirement Plan                             111,081                --
Other                                                        (26,342)            (24,419)
                                                           ---------           ---------
                                                           $ 150,019           $  58,506
                                                           =========           =========
</TABLE>

               No valuation allowance has been provided against the net deferred
          tax  asset at June 30,  1998  because  the  amount  could be  realized
          through a carryback against taxable income of prior years.

               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>
                                                    1998                                1997         
                                                    ----                                ----         
                                                           Percent                            Percent
                                                          of Pretax                           of Pretax
                                           Amount          Income             Amount           Income  
                                           ------          ------             ------           ------  
<S>                                       <C>               <C>              <C>                <C>  
Tax provision at statutory rate           $288,000          34.0%            $ 75,036           34.0%
State income taxes, net of
 federal income tax benefit                 39,745           4.7               10,235            4.6
 Other                                       1,475            .2                1,617            0.7
                                          --------          ----             --------           ---- 
                                          $329,220          38.9%            $ 86,888           39.3%
                                          ========          ====             ========           ==== 
</TABLE>


                                       36
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 8   Income Taxes - Continued

               Before 1996, the  Association was able to use the most beneficial
          of either the  percentage of income  method or an  experience  method,
          similar  to that  used  by  commercial  banks,  to  determine  its tax
          deduction  for bad debts  under  Section 593 of the  Internal  Revenue
          Code. Under  provisions of the Small Business  Protection Act of 1996,
          Section 593 was repealed.  The new law also  provided that  cumulative
          bad debt  deductions  taken  after  1987  (the base  year)  were to be
          recaptured as taxable income over a six-year period beginning in 1996.
          It further provided that the first  installment of the recapture could
          be deferred for up to two years if a residential  lending test is met.
          The  Association  did not meet  this test in the year  ended  June 30,
          1997.  There  was no  material  adverse  effect  on the  Association's
          financial  position  or results of  operations  as a result of the new
          law. The  Association  qualifies  as a small bank  eligible to use the
          bank  experience  method  for  bad  debt  deductions.   However,   the
          deductions  under this method are not expected to be as beneficial for
          determining  the  current  tax  provision  as  the  method  previously
          allowed.

               Retained   earnings  at  June  30,  1998  include   approximately
          $1,777,000  for  which  no  deferred  income  tax  liability  has been
          recognized. This amount represents an allocation of income to bad-debt
          deductions  for tax purposes  only.  Reduction of amounts so allocated
          for purposes  other than tax bad-debt  losses or  adjustments  arising
          from  carryback of net  operation  losses would create  income for tax
          purposes  only,  which would be subject to the then current  corporate
          income tax rate. The unrecorded  deferred  income tax liability on the
          above amount is approximately $686,000.

Note 9    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, 1998 and 1997 was $2,417 and $17,652, respectively.

               During the year ended June 30, 1998, the Association  established
          a  supplemental  Executive  Retirement  Plan  for the  benefit  of the
          President  of  the  Association.   As  a  result  of  this  Plan,  the
          Association incurred an expense of $287,625.


                                       37
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10   Common Stock and Stock Benefit Plan

               On June 18,  1997,  the  Board  of  Directors  adopted  a plan of
          conversion  which provided for (i) the  conversion of the  Association
          from a federally  chartered  mutual savings and loan  association to a
          federally chartered stock savings and loan association, the "Converted
          Association,"  and (ii) the concurrent  formation of a holding company
          for the Converted Association, the "Company."

               A subscription  offering of shares of the Company's capital stock
          was  offered  to  eligible  members,  employees  and  officers  of the
          Association  at a  price  based  on an  appraisal  by  an  independent
          appraisal firm. When the Conversion was completed, 1,011,713 shares of
          common  stock  were  sold  for a total  price  of  $10,117,130.  Costs
          associated  with the Conversion  totaling  $444,077 were deducted from
          the sales price.

               At the time of the  Conversion,  the  Association  established  a
          liquidation  account in the amount of  $4,749,819,  an amount equal to
          the  Association's   retained  earnings  as  of  June  30,  1997.  The
          liquidation  account is maintained for the benefit of eligible savings
          account  holders  who  maintained   their  savings   accounts  in  the
          Association  after  the  Conversion.   In  the  event  of  a  complete
          liquidation  (and only in such event),  each eligible  savings account
          holder would be entitled to receive a  liquidation  distribution  from
          the  liquidation  account in an amount  equal to the account  holder's
          then  interest  in the  liquidation  account  before  any  liquidation
          distribution may be made with respect to capital stock.

               The  Company  has no  significant  source  of income  other  than
          dividends from the Association.  As a result, the Company's  dividends
          will depend primarily upon receipt of dividends from the Association.

               OTS regulations  limit the payment of dividends and other capital
          distributions  by the  Association.  The  Association  is  able to pay
          dividends  during a calendar year without  regulatory  approval to the
          extent of the  greater of (i) an amount  which will reduce by one-half
          its surplus  capital  ratio at the  beginning of the year plus all its
          net income  determined on the basis of generally  accepted  accounting
          principles  for that calendar  year, or (ii) 75% of net income for the
          last four calendar quarters.

               The Association is restricted in paying dividends on its stock to
          the greater of the restrictions  described in the preceding paragraph,
          or an  amount  that  would  reduce  its  retained  earnings  below its
          regulatory capital requirement, the accumulated bad debt deduction, or
          the liquidation account described above.


                                       38
<PAGE>

WY
MAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10   Common Stock and Stock Benefit Plan - Continued

          Employee Stock Ownership Plan

               The  Association has established an Employee Stock Ownership Plan
          (ESOP) for its employees.  On January 5, 1998 the ESOP acquired 80,937
          shares  of  the  Company's   common  stock  in  connection   with  the
          Association's conversion to a capital stock form of organization.  The
          ESOP  holds  the  common  stock  in  a  trust  for  allocation   among
          participating  employees,  in trust or allocated to the  participants'
          accounts,  and an annual contribution from the Association to the ESOP
          and earnings thereon.

               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 year  ended  June 30,  1998  compensation  expense  recognized
          related to the ESOP and the Association's contribution to the ESOP was
          $130,349.

               The ESOP shares were as follows as of June 30:

                                                                         1998
                                                                         ----

             Shares released and allocated                                 8,928
             Unearned shares                                              72,009
                                                                      ----------
                                                                          80,937
                                                                      ==========

             Fair value of unearned shares                            $1,012,627
                                                                      ==========


                                       39
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 11   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.

               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).
          Management  believes,  as of June 30, 1998, that the Association meets
          all capital adequacy requirements to which it is subject.

               As of June 30, 1998, 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, 1998:
   Total Capital (to Risk
    Weighted Assets)            $9,708,167         25.6%         $3,039,520         8.0%         $3,799,400     10.0%

   Tier I capital (to Risk
    Weighted Assets)             9,430,167         24.8%          1,519,760         4.0%          2,279,640      6.0%
                                                                                                     
   Tier I Capital (to
    Average Assets)              9,430,167         14.0%          2,696,600         4.0%          3,370,750      5.0%
</TABLE>


                                       40
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11   Retained Earnings and Regulatory Matters - Continued
<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, 1997:
 Total Capital (to Risk
  Weighted Assets)                       $5,024,419     14.6%              $2,747,520        8%          $3,434,400      10%
 Tier I capital (to Risk
  Weighted Assets)                        4,754,419     13.8%               1,373,760        4%           2,060,640       6%    
                      
 Tier I Capital (to
  Average Assets                          4,754,419      7.7%               2,461,062        4%           3,076,328       5%


               The  Association  also  exceeds  the  minimum  capital  standards
          required by the Office of Thrift  Supervision,  its primary regulator,
          as follows:
<CAPTION>
                                             Actual             Required Minimum        Excess
                                             ------             ----------------        ------

<S>                                        <C>                    <C>                 <C>       
          As of June 30, 1998:
             Tangible capital              $9,430,167             $1,011,225          $8,418,942
             Core capital                   9,430,167              2,022,450           7,407,717
             Risk-based capital             9,708,167              3,039,520           6,668,647

          As of June 30, 1997:
             Tangible capital               4,754,419                934,000           3,820,419
             Core capital                   4,754,419              1,867,000           2,887,419
             Risk-based capital             5,024,419              2,748,000           2,276,419

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

<CAPTION>
                                                                       Tangible              Core            Risk-Based 
                                                                       Capital              Capital            Capital  
                                                                       -------              -------            -------  
<S>                                                                  <C>                 <C>                 <C>        
           GAAP capital as of June 30, 1998                          $14,266,284         $14,266,284         $14,266,284
           Less:  Equity of parent company                            (4,836,117)         (4,836,117)         (4,836,117)

           Add:   Allowance for losses on loans
                      included in risk-based capital-
                      limited to 1.25% of risk-
                      weighted assets                                       --                  --               278,000
                                                                     -----------         -----------         -----------
           Regulatory capital as of June 30, 1998                    $ 9,430,167         $ 9,430,167         $ 9,708,167
                                                                     ===========         ===========         ===========
</TABLE>


                                       41
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 11   Retained Earnings and Regulatory Matters - Continued

<TABLE>
<CAPTION>

                                                                 Tangible           Core              Risk-Based
                                                                  Capital          Capital              Capital 
                                                                 --------          -------            ----------
<S>                                                            <C>              <C>                  <C>       
          GAAP capital as of June 30, 1997                     $4,749,819       $4,749,819           $4,749,819
          Add:  Unrealized losses on available
                 for sale securities not included
                 in regulatory capital                              4,600            4,600                4,600

                Allowance for losses on loans
                 included in risk-based capital-
                 limited to 1.25% of risk-
                 weighted assets                                     --               --                270,000
                                                               ----------       ----------           ----------

          Regulatory capital as of June 30, 1997               $4,754,419       $4,754,419           $5,024,419
                                                               ==========       ==========           ==========
</TABLE>

               The Economic  Growth and  Regulatory  Paperwork  Reduction Act of
          1996 was signed into law on September 30, 1996. One major provision of
          the act was that institutions  such as the Association,  with deposits
          insured  by  the  Federal  Deposit  Insurance   Corporation's  Savings
          Association  Insurance Fund (SAIF), were assessed a one time charge to
          recapitalize the SAIF. Subsequent  regulations  established the amount
          of this assessment at .657% of the  institution's  insured deposits as
          of March 31, 1995. The law also provided that the assessment  would be
          deductible for tax purposes in the year it was paid.  The  Association
          paid its  one-time  assessment  in the amount of  $382,726 in November
          1996. It is anticipated that future deposit insurance premiums will be
          less than those paid in the past  because of the  one-time  assessment
          making the SAIF solvent.


                                       42
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 12   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  marketable  securities  available  for sale and
               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.

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


                                       43
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 12   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>

                                                                  1998                                 1997
                                                         --------------------------         --------------------------
                                                         Carrying                           Carrying
                                                         Amount          Fair Value          Amount         Fair Value
                                                         ------          ----------          ------         ----------
<S>                                                  <C>                <C>               <C>              <C>        
          Financial Assets
             Cash and cash equivalents               $  6,848,123       $ 6,848,123       $ 2,377,092      $ 2,377,092
             Investment securities
              available-for-sale                               --                --         2,992,500        2,992,500
             Mortgage backed securities                   283,715           291,212           356,187          360,666

             Loans receivable                          62,320,464                --        55,458,566               --
                 Less: allowance for loan
                            losses                        278,000                --           270,000               --
                                                     ------------                        ------------
                                                       62,042,464        62,600,000        55,188,566       56,052,088

             Ground rents                                 129,108            77,465           129,108           77,465
              Federal Home Loan Bank
               of Atlanta stock                           509,900           509,900           509,900          509,900

          Financial Liabilities
           Savings deposits                            54,018,148        54,180,224        56,095,332       56,485,590
           Advance payments by
            borrowers for taxes,
            insurance and ground rents                  1,368,467         1,368,467         1,240,877        1,240,877

          Loan commitments                              7,034,944         7,034,944         7,285,723        7,285,723
</TABLE>


                                       44
<PAGE>




WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 13   Condensed Financial Information (Parent Company Only)

               Information   as  to  the   financial   position  of  Wyman  Park
          Bancorporation, Inc. as of June 30, 1998 and results of operations and
          cash  flows for the year  ended  June 30,  1998 is  summarized  below.
          During the year ended June 30,  1998,  the parent did not  receive any
          dividends from its subsidiary, the Association.


                                                                     June 30,
                                                                       1998    
                                                                 --------------
              Statement of Financial Condition
                 Cash and non-interest bearing deposits          $    1,003,032
                 Federal funds sold                                   3,300,000
                 Loans receivable, net                                  728,433
                 Accrued interest receivable                                532
                 Equity in net assets of subsidiary                   9,430,167
                                                                 --------------

                                                                    $14,462,164
                                                                 ==============

              Accrued expenses and other liabilities             $      195,880

              Stockholders' equity                                   14,266,284
                                                                 --------------
                                                                    $14,462,164
                                                                 ==============

                   For the year ended June 30, 1998:

              Statement of Operations
                 Interest Income                                 $       35,387
                 Equity in net income of subsidiary                     518,243
                                                                 --------------
                 Total Income                                           553,630
                 General and administrative expenses                     35,797
                                                                 --------------
                 Net income before income taxes                         517,833
                 Provision for income taxes                                --  
                                                                 --------------

                 Net income                                      $      517,833
                                                                 ==============


                                       45
<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 13   Condensed Financial Information (Parent Company Only) - Continued

               For the year ended June 30, 1998:

          Statement of Cash Flows
<TABLE>
<CAPTION>
<S>                                                                                                  <C>        
          Cash Flows from Operating Activities:
             Net income                                                                              $  517,833
             Adjustment to Reconcile Net Income to Net Cash
             Provided by Operating Activities
                Equity in net income of subsidiary                                                     (518,243)
                Increase in accrued interest receivable                                                    (532)
                Increase in accrued expenses and other liabilities                                      195,880
                                                                                                     ----------
                   Net cash provided by operating activities                                            194,938

          Cash Flows from Investing Activities:
             Purchase of stock from subsidiary                                                       (4,836,527)
             Principal collected on loans                                                                80,938
                   Cash used by investing activities                                                 (4,755,589)

          Cash Flows from Financing Activities:
             Proceeds from sale of common stock                                                       8,863,683
                   Net cash provided by financing activities                                          8,863,683

          Increase in cash and cash equivalents                                                       4,303,032
          Cash and cash equivalents at beginning of year                                                     --
                                                                                                     ----------
          Cash and cash equivalents at end of year                                                   $4,303,032
                                                                                                     ==========

          Supplemental Disclosures of Cash Flows Information:

               There was no cash paid  during the year  ended June 30,  1998 for
          income taxes or interest.

          Loan receivable for common stock                                                              809,370
                                                                                                     ==========
</TABLE>


                                       46
<PAGE>



WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 14   Accounting Pronouncements With Future Effective Dates

               SFAS No. 130, "Reporting Comprehensive Income" was issued in June
          1997. This Statement requires that  comprehensive  income - made up of
          all revenues,  expenses,  gains and losses - be reported and displayed
          in an entity's  financial  statements  with the same prominence as its
          other  financial  statements.  Currently,  the only item that would be
          presented as a component of the Company's  comprehensive  income which
          is not also a  component  of its net income is the  change  during the
          year in unrealized gain or loss on available for sale securities.  The
          Statement,  which is effective for years  beginning after December 15,
          1997, will not affect the Company's  financial position or its results
          of operations.

               SFAS No. 131,  "Disclosures  about  Segments of an Enterprise and
          Related  Information"  was also  issued in June 1997.  This  Statement
          requires  that  public  business   enterprises  report  financial  and
          descriptive  information  about their reportable  operating  segments.
          Reportable   operating  segments  are  defined  as  components  of  an
          enterprise about which separate financial information is available and
          is evaluated  regularly  by the chief  operating  decision  maker as a
          basis for  allocating  resources  and assessing  performance.  It also
          requires those  enterprises to report  information  about countries in
          which they do business and about major customers. The Statement, which
          is effective  for financial  statements  for periods  beginning  after
          December 15, 1997, will not affect the Company's financial position or
          its results of operations.

               SFAS No. 132,  "Employers  Disclosures  About  Pensions and Other
          Postretirement  Benefits" was issued in February 1998.  This Statement
          standardizes  the  disclosure  requirements  for  pensions  and  other
          postretirement  benefits  to the extent  practicable.  The  Statement,
          which is effective for fiscal years beginning after December 15, 1997,
          will not affect the  Company's  financial  position  or its results of
          operations.

               SFAS No. 133, "Accounting for Derivative  Instruments and Hedging
          Activities" was issued in June, 1998. This Statement  standardizes the
          accounting for derivative  instruments  including  certain  derivative
          instruments  embedded in other contracts,  by requiring that an entity
          recognize  these items as assets or  liabilities  in the  statement of
          financial  position  and measure  them at fair value.  This  Statement
          generally provides for matching the timing of gain or loss recognition
          on the hedging  instrument  with the recognition of the changes in the
          fair value of the hedged asset or liability that are  attributable  to
          the  hedged  risk or the  earnings  effect  of the  hedged  forecasted
          transaction. The Statement, which is effective for all fiscal quarters
          of all fiscal years beginning after June 15, 1999, will not affect the
          Company's financial position or its results of operations.


                                       47
<PAGE>


                WYMAN PARK BANCORPORATION, INC. AND SUBSIDIARIES
                             STOCKHOLDER INFORMATION


ANNUAL MEETING

The annual  meeting  of  stockholders  will be held at 3:00  p.m.,  Lutherville,
Maryland  time,  October 21, 1998, at the main office located at 11 West Ridgely
Road, Lutherville, Maryland.

STOCK LISTING

The Company's  stock is traded on the OTC  Electronic  Bulletin  Board under the
symbol "WPBC."

PRICE RANGE OF COMMON STOCK

The following  table sets forth the high and low prices of the Company's  common
stock since it began  trading on January 5, 1998.  These prices do not represent
actual   transactions  and  do  not  include  retail  mark-ups,   mark-downs  or
commissions.

                                     High                 Low          Dividends
                                    --------------------------------------------
 
    March 31, 1998.........         $15 3/8               $15 1/8          N/A

    June 30, 1998..........          14 1/4                14              N/A

The Company has not declared any dividends during fiscal 1998.  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 10 of the
Notes to Financial Statements included in this report.

As of June 30, 1998, the Company had  approximately  536  stockholders of record
and 1,011,713 outstanding shares of common stock.

SHAREHOLDERS 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 AND OTHER REPORTS

The Company is  required to file an annual  report on Form 10-KSB for its fiscal
year ended June 30, 1998, with the Securities and Exchange Commission. Copies of
the Form  10-KSB  annual  report  and the  Company's  quarterly  reports  may be
obtained without charge by contacting:

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


                                       48
<PAGE>


                         WYMAN PARK BANCORPORATION, INC.
                              CORPORATE INFORMATION


COMPANY AND BANK ADDRESS
<TABLE>

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

DIRECTORS OF THE BOARD

Allan B. Heaver                                               John K. White
         Managing General Partner                                      Retired Executive Vice President and current
         of Heaver Properties                                          member of the Board of Directors of Baltimore
         Lutherville, Maryland                                         Life Insurance Company and Life of Maryland
                                                                       Insurance
         

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

H. Douglas Huether                                            Albert M. Copp
         President and Chairman of the Board                           Consultant for Woodhall Associates
         Independent Can Company


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


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



             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                             Silver, Freedman & Taff, L.L.P.
7621 Fitch Lane                                      1100 New York Avenue, N.W.
Baltimore, Maryland 21236                            Washington, D.C.  20005

</TABLE>