TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                             <C>
Letter to Shareholders...........................................................................1

Selected Consolidated Financial Information......................................................2

Management's Discussion and Analysis or Plan of Operations.......................................4

Independent Auditor's Report....................................................................15

Consolidated Financial Statements

     Consolidated Statements of Financial Condition at June 30, 2000 and 1999...................16

     Consolidated Statements of Operations for the Years Ended June 30, 2000 and 1999...........17

     Consolidated Statements of Stockholders' Equity for the Years Ended
      June 30, 2000 and 1999....................................................................18

     Consolidated Statements of Cash Flows for the Years Ended June 30, 2000 and 1999...........19

     Notes to Consolidated Financial Statements.................................................21

Stockholder Information.........................................................................42

Corporate Information...........................................................................43
</TABLE>



<PAGE>




                           LETTER TO OUR SHAREHOLDERS


September 29, 2000


To our Shareholders:

The directors, officers and staff of Wyman Park Bancorporation, Inc. are pleased
to provide you with our third Annual Report.  Since becoming a public company on
January  8,  1998,  we  have   accomplished  two  strategic  goals  to  maximize
shareholder  value.  These were the payment of a six dollar per share  return of
capital  dividend,  which returned to  shareholders a full 60% of their original
investment through our initial public offering,  and the repurchase,  as of June
30,  2000,  of  147,381  shares of our  stock in the open  market as part of our
ongoing stock  repurchase  plan. We plan to continue to repurchase  our stock at
prices that reflect market values.

Earnings for the fiscal year ended June 30, 2000 were  $436,000 or $0.54 diluted
earnings  per share,  as  compared  to $626,000 or $0.70 per share for the prior
fiscal  year, a decrease of $190,000 or 30.4%.  The decrease in income  resulted
primarily from the Company's  payment of a special return of capital dividend of
approximately  $5.4 million at the end of fiscal year 1999, which  significantly
reduced the amount of the Company's  earning  assets during fiscal year 2000 and
therefore  reduced its interest income.  The Company had assets of $68.8 million
and total  shareholders'  equity of $8.6 million as of June 30,  2000.  You will
find a detailed  description of the 2000 fiscal year  financial  results of your
Company  contained  in the audited  consolidated  Financial  Statements  and the
accompanying  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operation.

In our  message  to you last  year,  there was much  discussion  concerning  Y2K
readiness  and we are pleased to inform you that your Bank was open for business
as usual on Monday,  January 3, 2000 without any  disruption  related to Y2K. As
with all other financial institutions throughout the nation, we will continue to
monitor for Y2K issues throughout 2000.

Our newly formed commercial  non-real estate department has allowed us to market
our products to a new customer base and better serve our existing customers. Our
goal is to improve our mix of residential/commercial loans to increase our asset
yield.

We continue to update our Website to keep information fresh and informative. For
the  convenience of our  shareholders  and customers,  a link to obtain our most
recent stock quote is available, as well as online loan applications and current
products and rates. Please visit us at www.wymanpark.com.

We would like to thank our dedicated  employees for their loyalty and service to
Wyman Park Federal Savings & Loan Association and to the customers we serve. The
key to your Bank's  success is the personal  relationship  that we maintain with
our customers.  As always,  we wish to thank our  shareholders for your past and
continued support that has made it possible for us to prosper.

Sincerely yours,

/s/ Ernest A. Moretti        /s/  Allan B. Heaver

Ernest A. Moretti            Allan B. Heaver
President/CEO                Chairman of the Board


                                       2
<PAGE>



                   SELECTED CONSOLIDATED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                       June 30,
                                                          ----------------------------------------------------------------
                                                              2000          1999         1998        1997        1996
                                                          ----------------------------------------------------------------
                                                                                  (In Thousands)
Selected Financial Condition Data:
---------------------------------
<S>                                                         <C>           <C>          <C>         <C>          <C>
Total assets............................................    $68,840       $70,530      $70,541     $62,241      $63,866
Loans receivable, net...................................     65,224        56,840       62,042      55,189       53,244
Mortgage-backed securities..............................        174           217          284         356          424
Investment securities...................................        ---           ---          ---       2,993        2,964
Deposits................................................     55,347        58,008       54,018      56,095       57,871
Total equity............................................      8,607         8,029       14,266       4,750        4,599
</TABLE>

<TABLE>
<CAPTION>
                                                                                   Year Ended June 30,
                                                          ----------------------------------------------------------------
                                                              2000           1999         1998        1997        1996
                                                          -------------- ------------ ------------ ---------- ------------
                                                                                  (In Thousands)
Selected Operations Data:
------------------------
<S>                                                           <C>             <C>          <C>        <C>          <C>
Total interest income...................................      $4,779          $5,106       $5,081     $4,658       $4,725
Total interest expense..................................       2,617           2,686        2,722      2,756        3,073
                                                          -------------- ------------ ------------ ---------- ------------
   Net interest income..................................       2,162           2,420        2,359      1,902        1,652
Provision for (recovery of) loan losses.................           3               5            8        145           25
                                                          -------------- ------------ ------------ ---------- ------------
Net interest income after provision for loan losses.....       2,159           2,415        2,351      1,757        1,627
Fees and service charges................................          87              69           60         48           47
Gain on sales of loans, mortgage-backed securities
   and investment securities............................          --              49            6          6           20
Other non-interest income...............................          25              27           27         24           39
                                                          -------------- ------------ ------------ ---------- ------------
Total non-interest income...............................         112             145           93         78          106
Total non-interest expense..............................       1,557           1,555        1,597      1,614        1,278
                                                          -------------- ------------ ------------ ---------- ------------
Income before taxes.....................................         714           1,005          847        221          455
Income tax provision....................................         278             379          329         87          161
                                                          -------------- ------------ ------------ ---------- ------------
Net income..............................................       $ 436           $ 626        $ 518      $ 134         $294
                                                          ============== ============ ============ ========== ============
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Year Ended June 30,
                                                          ------------------------------------------------------------------------
                                                              2000           1999           1998          1997           1996
                                                          -------------- -------------- ------------- -------------- -------------

Selected Financial Ratios and Other Data:
----------------------------------------
Performance Ratios:
<S>                                                             <C>            <C>           <C>            <C>           <C>
   Return on assets (ratio of net income to
   average total assets)................................        0.65%          0.87%         0.77%          0.22%         0.46%
   Return on equity (ratio of net income to average
      equity)...........................................        5.25           4.64          5.49           2.87          6.56
   Interest rate spread information:
     Average during period..............................        2.64           2.49          2.75           2.76          2.26
     End of period......................................        2.68           2.36          2.68           2.77          2.19
   Net interest margin(1)...............................        3.28           3.40          3.55           3.14          2.63
   Ratio of operating expense to average total assets...        2.34           2.15          2.37           2.62          2.01
   Ratio of average interest-earning assets to
     Average interest-bearing liabilities...............      116.13         124.25        119.45         108.40        107.66
   Loans as a percentage of total assets................       94.75          80.59         87.95          88.67         83.37

Quality Ratios:
   Non-performing assets to total assets at end of
     period.............................................         --             --            .04            .28           .04
   Allowance for loan losses to non-performing loans....         --             --       1,112.00         153.11        456.89
   Allowance for loan losses to loans receivable, net...        0.44           0.50          0.45           0.49          0.24

Capital Ratios:
   Stockholders' equity to total assets at end of period       12.50          11.38(2)      20.28(3)        7.64          7.24
   Average stockholders' equity to average assets.......       12.47          18.66         14.03           7.58          7.04

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

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

                                       4
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                                PLAN OF OPERATION

Forward-Looking Statements

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

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

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

General

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

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

                                       5
<PAGE>

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

     The  operations  of the Company are  significantly  affected by  prevailing
economic  conditions,  competition  and  the  monetary,  fiscal  and  regulatory
policies of government agencies. Lending activities are influenced by the demand
for and supply of  housing,  competition  among  lenders,  the level of interest
rates  and the  availability  of  funds.  Deposit  flows  and costs of funds are
influenced  by  prevailing  market  rates of  interest,  primarily  on competing
investments, account maturities and the levels of personal income and savings in
the  Company's  market  area.  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, 2000 compared to June 30, 1999

     Total assets  decreased  $1.7 million or 2.4% to $68.8  million at June 30,
2000 from $70.5  million at June 30, 1999.  Loans  receivable  increased by $8.4
million or 14.8% to $65.2  million at June 30,  2000 from $56.8  million at June
30,  1999.  The $8.4  million  increase in loans  receivable  consisted  of $5.9
million in residential real estate loans, $1.3 million in commercial real estate
loans, $1.0 million in commercial non-real estate loans and $180,000 in consumer
loans.  Cash and cash  equivalents  decreased  $10.0  million or 82.6%,  to $2.1
million at June 30,  2000 from $12.1  million at June 30,  1999  primarily  as a
result of increased loan production and a decrease in savings deposits.

     Total savings deposits  decreased $2.7 million or 4.7%, to $55.3 million at
June 30, 2000 from $58.0 million at June 30, 1999. The $2.7 million  decrease in
savings deposits  consisted of $3.1 million in money market and NOW accounts and
$200,000 in demand deposits,  offset by an increase of $600,000 in time deposits
(certificates  of deposit).  The decrease in savings  deposits is primarily  the
result of withdrawals of liquid deposits which management believes resulted from
the  shift  by  customers   of  their  more  liquid   funds  into   alternative,
higher-yielding investments at other financial service companies.

                                       6
<PAGE>

     Total liabilities  decreased  approximately  $2.3 million or 3.7%, to $60.2
million at June 30, 2000 from $62.5 million at June 30, 1999.  This decrease was
primarily  the result of the $2.7  million  decrease in savings  deposits and an
increase of $400,000 in borrowings.

Operating Results

Comparison of Operating Results for the Years Ended June 30, 2000 and 1999

     Performance  Summary.  Net  income  for the year  ended  June 30,  2000 was
approximately  $436,000,  a decrease  of  $190,000,  or 30.4% from net income of
$626,000 for the year ended June 30, 1999.  The decrease was  primarily due to a
decrease  in net  interest  income of $258,000  and a decrease  in  non-interest
income of $33,000  producing a decrease in income  before  provision  for income
taxes of $291,000  to  $714,000  for the year ended June 30, 2000 as compared to
$1,005,000  for the year ended June 30, 1999.  For the years ended June 30, 2000
and 1999,  the  returns on average  assets  were 0.65% and 0.87%,  respectively,
while the returns on average equity were 5.25% and 4.64%, respectively.

     Net  Interest  Income.  Net  interest  income  decreased  by  approximately
$258,000,  or  10.7%,  to  $2,162,000  for the year  ended  June 30,  2000  from
$2,420,000  for the year  ended June 30,  1999.  This  reflects  a  decrease  of
$327,000,  or  6.4% in  interest  income  to  $4,779,000  in  fiscal  2000  from
$5,106,000 in fiscal 1999, while interest expense was decreasing by $69,000,  or
2.6%, to $2,617,000 in fiscal 2000 from  $2,686,000 in fiscal 1999. The decrease
in net interest  income arose  primarily  from the decrease in the excess of the
average  balance  of  interest-earning   assets  over  the  average  balance  of
interest-bearing liabilities.

     For the year ended  June 30,  2000,  the yield on average  interest-earning
assets was 7.25% compared to 7.18% for the year ended June 30, 1999. The cost of
average interest-bearing liabilities was 4.61% for the year ended June 30, 2000,
a  decrease  from 4.69% for year ended June 30,  1999.  The  average  balance of
interest-earning  assets decreased by $5.3 million or 7.4%, to $65.9 million for
the year ended  June 30,  2000 from  $71.2  million  for the year ended June 30,
1999. The average balance of interest-bearing  liabilities decreased by $500,000
or 0.9%,  to $56.8  million for the year ended June 30, 2000,  compared to $57.3
million for the year ended June 30, 1999.

     The  interest  rate spread  increased  to 2.64% for the year ended June 30,
2000 from 2.49% for the year ended June 30, 1999 as the Company originated loans
at higher market rates.  The net interest margin decreased to 3.28% for the year
ended June 30, 2000 from 3.40% for the year ended June 30, 1999.

     Provision for Loan Losses. During the year ended June 30, 2000, the Company
recorded a provision  for loan losses of $2,400  compared to $4,600 for the year
ended  June 30,  1999.  During  the year  ended  June 30,  2000,  the  Company's
nonperforming loans remained at $0.

     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.

                                       7
<PAGE>

     Non-Interest  Income. For the year ended June 30, 2000 non-interest  income
decreased  approximately  $33,000,  or 22.8%,  to $112,000 from $145,000 for the
year ended June 30, 1999.  This decrease is primarily due to a decrease in gains
on sales of loans receivable of $49,000,  offset by an increase in loan fees and
service charges of $18,000.

     Non-Interest  Expense.  Non-interest  expense  increased $2,000 or 0.1%, to
$1,557,000  for the year ended June 30, 2000 from  $1,555,000 for the year ended
June 30, 1999.

     Income Taxes.  The provision  for income taxes  decreased by  approximately
$101,000 or 26.6%,  to $278,000  for the year ended June 30, 2000 from  $379,000
for the year ended June 30, 1999. This decrease  results from the  corresponding
$291,000  decrease in income before the tax provision.  The Company's  effective
tax rates  were  39.0% and 37.7%  for the years  ended  June 30,  2000 and 1999,
respectively.

Yields Earned and Rates Paid

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


                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                                      Year Ended June 30,
                                                                      -------------------
                                                        2000                                        1999
                                        -------------------------------------     ------------------------------------
                                           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).........       $     61,359    $  4,514       7.36%       $   60,154      $  4,540      7.55%
     Mortgage-backed securities..                193          13       6.74               247            17      6.88
     FHLB stock..................                509          39       7.70               509            38      7.47
     Other investments...........              3,846         213       5.54            10,248           511      4.99
                                        ------------    --------                   ----------      --------
   Total interest-earning assets(1)     $     65,907    $  4,779       7.25        $   71,158      $  5,106      7.18
                                        ============    ========                   ==========      ========

   Interest-Bearing Liabilities:
     Savings deposits............       $      5,597    $    169       3.02%       $    5,727      $    187      3.27%
     Demand and NOW deposits.....             11,053         279       2.52            11,268           290      2.57
     Certificate accounts........             38,961       2,102       5.40            39,980         2,200      5.50
     Escrow deposits.............                 60           3       5.00                73             4      5.48
     Borrowings..................              1,083          64       5.91               221             5      2.26(2)
                                        ------------    --------                   ----------      --------
   Total interest-bearing liabilities   $     56,754    $  2,617       4.61        $   57,269      $  2,686      4.69
                                        ============    ========                   ==========      ========

   Net interest income...........                       $  2,162                                   $  2,420
                                                        ========                                   ========
   Net interest rate spread......                                      2.64%                                     2.49%
                                                                       =====                                     =====
   Net earning assets............       $      9,153                               $   13,889
                                        ============                               ==========
   Net yield on average
   interest-earning assets.                                            3.28%                                     3.40%
                                                                       =====                                     =====
   Average interest-earning assets
   to average interest-bearing
   liabilities...................              1.16x                                     1.24x
                                        ============                               ===========
</TABLE>

(1)  Calculated net of deferred loan fees, loan discounts,  loans in process and
     loss reserves.
(2)  Amounts reflect Company's short-term borrowing of $2.65 million on June 20,
     1999 at an annual rate of 6.99%. For more information,  see Note 8 of Notes
     to Consolidated Financial Statements.


                                       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,
                                                                         -------------------
                                                      2000 vs. 1999                              1999 vs. 1998
                                           -----------------------------------         ---------------------------------
                                                 Increase                                    Increase
                                                (Decrease)           Total                  (Decrease)          Total
                                                  Due to            Increase                  Due to           Increase
                                           Volume         Rate     (Decrease)           Volume       Rate     (Decrease)
                                           ------         ----      --------            ------       ----      --------
                                                                        (Dollars in Thousands)
Interest-earning assets:
<S>                                        <C>          <C>        <C>                  <C>         <C>        <C>
 Loans receivable.......................   $   89       $  (115)   $     (26)           $    34     $  (175)   $    (141)
 Mortgage-backed securities.............       (4)            --          (4)                (5)         (1)          (6)
 Investment securities..................        --            --           --               (85)                     (85)
 Other..................................     (354)           57         (297)               287         (30)        257
                                           -------      -------    ----------           -------     --------   --------

   Total interest-earning assets........   $ (269)      $   (58)   $    (327)           $   231     $  (206)    $    25
                                           -------      --------   ----------           -------     --------    -------

Interest-bearing liabilities:
 Savings deposits.......................   $   (4)      $   (14)   $     (18)           $    --     $     6    $       6
 Demand and NOW deposits................       (5)           (6)         (11)                45         (28)         17
 Certificate accounts...................      (55)          (43)         (98)                14         (40)        (26)
 Escrow deposits........................       (1)            --          (1)                (1)          --         (1)
 Borrowings.............................       51             8           59                 (8)        (24)        (32)
                                           ------       -------    ---------            --------    --------   ---------


   Total interest-bearing liabilities...   $  (14)      $   (55)   $     (69)           $     50    $   (86)   $    (36)
                                           -------      --------   ----------           --------    --------   ---------

Net interest income.....................                           $    (258)                                   $    61
                                                                   ==========                                   =======
</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, 2000.

<TABLE>
<CAPTION>
                                                              Maturing in Years Ended June 30,
                                 -------------------------------------------------------------------------------------------
                                                2002 &       2004 &       2006 -       2011 -
                                    2001         2003         2005         2010         2020       Thereafter      Total
                                    ----         ----         ----         ----         ----       ----------      -----
                                                                   (Dollars in Thousands)

      Assets
      ------
Loans receivable:
<S>                              <C>            <C>          <C>        <C>          <C>            <C>         <C>
   Amount.................       $  13,544      $5,933       $5,018     $20,604      $15,683        $5,046        $65,828
   Average interest rate..            8.18%       7.30%        6.81%       7.09%        7.23%         7.03%          7.40%
Mortgage-backed securities:
   Amount.................              --         --           --          --           174           --             174
   Average interest rates.              --         --           --          --          7.88%          --            7.88%

    Liabilities
    -----------
Deposit Certificate Accounts:
   Amount.................          18,281     19,814        2,515          --           --            --          40,610
   Average interest rates.            5.51%      6.19%        5.37%         --           --            --            5.83%
Borrowings:
  Amount..................           3,000         --          --           --           --            --           3,000
  Average interest rate...            6.78%        --          --           --           --            --            6.78%
</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.


                                       12
<PAGE>

     The  following  table  presents  the  Company's  NPV at June 30,  2000,  as
calculated by the OTS, based on information provided to the OTS by the Company.

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


    +300        $4,475         $(3,682)        (45)%          6.98%     (4.82)%

    +200         5,717          (2,441)        (30)           8.69      (3.11)

    +100         6,966          (1,192)        (15)                     (1.48)
                                                             10.32

   Static        8,158             ---         ---           11.80        ---


   (100)         9,157             999          12           12.97       1.17


   (200)         9,715           1,557          19           13.56       1.76


   (300)         9,988           1,831          22           13.80       2.00


     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, 2000 the Company would
have been  considered  to have had a greater than normal level of interest  rate
exposure  and a deduction  from  capital of $366,000  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

                                       13
<PAGE>


administering  the policies and  determinations  of the Board of Directors  with
respect to the Association's assets and liability goals and strategies.

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, 2000 and 1999
the Company  originated  loans for its  portfolio in the amount of $16.8 million
and $10.0 million, respectively. For the same two fiscal years, these activities
were funded from repayments of $9.4 million and $14.2 million, respectively, and
sales and  participations  of $4.6  million in fiscal  year 1999.  There were no
sales or participations in fiscal year 2000.

     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,  2000  and  1999,  cash and cash
equivalents were $2.1 million and $12.1 million,  respectively. In addition, the
Company has used jumbo certificates of deposit as a source of funds. Deposits of
$100,000  or more  represented  $6.9  million  at June 30,  2000 (of which  $5.2
million were jumbo  certificates  of deposit) and $8.6 million at June 30, 1999,
or 12.5% and 14.8% 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 8.5% and 29.3%,
respectively, at June 30, 2000 and 1999.

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

                                       14
<PAGE>

funds, (2) expected  deposit flows,  (3) yields  available on short-term  liquid
assets and (4) objectives of the asset/liability management program.

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.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities" was issued in June, 1999. 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, 2000, will not affect the Company's  financial  position or its results
of operations.

                                       15
<PAGE>

                WYMAN PARK BANCORPORATION, INC. AND SUBSIDIARIES
                             STOCKHOLDER INFORMATION

ANNUAL MEETING

The annual  meeting of  stockholders  will be held at 3:00 p.m.,  local time, on
October  18,  2000,  at  the  main  office  located  at 11  West  Ridgely  Road,
Lutherville, Maryland.

STOCK LISTING AND PRICE RANGE OF COMMON STOCK

The Company's  stock is traded on the OTC  Electronic  Bulletin  Board under the
symbol "WPBC." Quotations reflect inter-dealer  prices,  without retail mark-up,
mark-down or commission,  and may not represent actual transactions.  The source
of this information is IDD Information Services.

                                         High         Low          Dividends
                                         ----         ---          ---------
    September 30, 1998                 $ 14.25      $ 10.875         --
    December 31, 1998                    12.875       10.00          --
    March 31, 1999                       12.00        10.75          --
    June 30, 1999                        14.25         6.625       6.00(1)
    September 30, 1999                    7.50         6.75          --
    December 31, 1999                     7.375        6.25          --
    March 31, 2000                        7.625        5.50          --
    June 30, 2000                         7.50         6.125         --

----------------------------
(1)  Reflects a $6.00 per share return of capital  distribution paid on June 21,
     1999.

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

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 REPORTS ON FORM 10-KSB

The Company has filed an annual  report on Form 10-KSB for its fiscal year ended
June 30, 2000, with the Securities and Exchange  Commission.  Copies of the Form
10-KSB 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


                                       16
<PAGE>

                              CORPORATE INFORMATION



COMPANY AND BANK ADDRESS

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

<TABLE>
<CAPTION>

DIRECTORS OF THE BOARD

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

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

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

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

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

             WYMAN PARK BANCORPORATION, INC. AND SUBSIDIARY OFFICERS

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

Charmaine M. Snyder
         Secretary and Loan Servicing Manager

INDEPENDENT AUDITORS                               SPECIAL COUNSEL

Anderson Associates, LLP                           Kutak Rock LLP
7621 Fitch Lane                                    Suite 1000
Baltimore, Maryland 21236                          1101 Connecticut Avenue, N.W.
                                                   Washington, DC 20036

<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, 2000 and
1999,  and the related  consolidated  statements  of  operations,  stockholders'
equity  and cash  flows for each of the two years in the two year  period  ended
June 30, 2000. These consolidated financial statements are the responsibility of
Wyman Park Bancorporation,  Inc.'s management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Wyman
Park  Bancorporation,  Inc. and  Subsidiaries at June 30, 2000 and 1999, and the
consolidated  results of their  operations  and their cash flows for each of the
two  years in the two year  period  ended  June 30,  2000,  in  conformity  with
generally accepted accounting principles.

                                        /s/ Anderson Associates LLP

July 26, 2000
Baltimore, Maryland

                                       F-1

<PAGE>

                         WYMAN PARK BANCORPORATION, INC.
                                AND SUBSIDIARIES
                              Lutherville, Maryland

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                             JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                           2000             1999
                                                                           ----             ----
                      Assets

<S>                                                                   <C>                <C>
Cash and non-interest bearing deposits                                $     310,442      $    346,756
Interest bearing deposits in other banks                                    474,358         7,068,548
Federal funds sold                                                        1,301,106         4,685,426
                                                                      -------------      ------------
Total cash and cash equivalents (Notes 1 and 13)                          2,085,906        12,100,730
Loans receivable, net (Notes 1, 4 and 13)                                65,223,905        56,839,675
Mortgage backed securities held-to-maturity at amortized
 cost, fair value of $176,350 (2000) and $217,971 (1999)
 (Notes 1, 3 and 13)                                                        174,086           216,663
Federal Home Loan Bank of Atlanta stock, at cost
 (Notes 2 and 13)                                                           508,500           508,500
Accrued interest receivable (Note 5)                                        333,114           292,175
Ground rents owned, at cost (Note 13)                                       122,600           122,600
Property and equipment, net (Notes 1 and 6)                                 107,304           155,281
Federal and state income taxes receivable                                    16,985            13,688
Deferred tax asset (Notes 1 and 9)                                          203,364           189,020
Prepaid expenses and other assets                                            63,850            92,056
                                                                     --------------    --------------
Total assets                                                         $   68,839,614    $   70,530,388
                                                                     ==============    ==============
                     Liabilities and Equity

Liabilities
-----------
   Demand deposits                                                   $    5,643,177    $    5,803,776
   Money market and NOW accounts                                          9,093,949        12,169,347
   Time deposits                                                         40,609,938        40,035,036
                                                                     --------------    --------------
Total deposits (Notes 7 and 13)                                          55,347,064        58,008,159
   Borrowings (Notes 8 and 13)                                            3,000,000         2,650,000
   Advance payments by borrowers for taxes,
     insurance and ground rents (Note 13)                                 1,315,538         1,278,634
   Accrued interest payable on savings deposits                              17,267            20,148
   Accrued interest  on borrowings                                        -                     5,038
   Federal and state income taxes payable                                     8,748               727
   Accrued expenses and other liabilities                                   543,761           538,375
                                                                     --------------    --------------
Total liabilities                                                        60,232,378        62,501,081
Commitments and contingencies (Notes 4, 6, 9, 10 and 13)

Stockholders' Equity
--------------------
   Common stock, par value $.01 per share, authorized 2,000,000
     shares, issued 1,011,713 shares in 2000 and in 1999                     10,117            10,117
   Additional paid-in capital                                             4,053,677         3,959,985
   Contra equity - Employee Stock Ownership Plan (ESOP)                    (539,770)         (632,420)
   Retained earnings, substantially restricted                            6,327,076         5,891,389
   Treasury stock at cost, shares 112,987 (2000) and
    105,787 (1999)                                                       (1,243,864)       (1,199,764)
                                                                     --------------    --------------
Total stockholders' equity                                                8,607,236         8,029,307
                                                                     --------------    --------------
Total liabilities and stockholders' equity                           $   68,839,614    $   70,530,388
                                                                     ==============    ==============
</TABLE>

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

                                       F-2

<PAGE>

                         WYMAN PARK BANCORPORATION, INC.
                                AND SUBSIDIARIES
                              Lutherville, Maryland

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             JUNE 30, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                   2000              1999
                                                                   ----              ----
<S>                                                            <C>               <C>
Interest and fees on loans receivable                          $ 4,513,841       $ 4,540,414
Interest on mortgage backed securities                              12,744            16,824
Interest on other investments                                      252,473           548,437
                                                               -----------       -----------
Total interest income                                            4,779,058         5,105,675

Interest on savings deposits                                     2,550,106         2,677,149
Interest on Federal Home Loan Bank advances (short term)            61,017                --
Interest on borrowings                                               3,084             5,038
Interest on escrow deposits                                          3,336             4,008
                                                               -----------       -----------
Total interest expense                                           2,617,543         2,686,195

Net interest income                                              2,161,515         2,419,480
Provision for loan losses (Notes 1 and 4)                            2,400             4,600
                                                               -----------       -----------
Net interest income after provision for loan losses              2,159,115         2,414,880

Other Income

   Loan fees and service charges                                    87,202            69,132
   Gains on sales of loans receivable                                   --            49,270
   Other                                                            24,758            26,752
                                                               -----------       -----------
Total other income                                                 111,960           145,154

General and Administrative Expenses

   Salaries and employee benefits                                  875,537           877,553
   Occupancy costs                                                  95,290            94,342
   Federal deposit insurance premiums                               23,029            33,432
   Furniture and fixtures depreciation and maintenance              52,948            51,442
   Data processing                                                  81,845            84,273
   Advertising                                                      68,187            42,439
   Franchise and other taxes                                        48,039            54,015
   Professional services                                            88,833            82,355
   Other                                                           223,659           234,915
                                                               -----------       -----------
Total general and administrative expenses                        1,557,367         1,554,766

Income before tax provision                                        713,708         1,005,268
Provision for income taxes (Notes 1 and 9)                         278,021           379,301
                                                               -----------       -----------

Net income                                                     $   435,687       $   625,967
                                                               ===========       ===========

Basic earnings per share                                       $       .56       $      0.70
                                                               ===========       ===========
Diluted earnings per share                                     $       .54       $      0.70
                                                               ===========       ===========
</TABLE>

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

                                       F-3

<PAGE>

                         WYMAN PARK BANCORPORATION, INC.
                                AND SUBSIDIARIES
                              Lutherville, Maryland

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
<TABLE>
<CAPTION>
                                                          Additional       Contra Equity
                                            Common         Paid-In         Employee Stock       Retained
                                            Stock          Capital         Ownership Plan       Earnings
                                          ----------    --------------    ---------------       ---------
<S>                                        <C>           <C>                <C>                <C>
Balance at June 30, 1998                   $10,117       $ 9,704,005        $   (720,090)      $ 5,272,252
Purchase of 105,787 shares of
 common stock                                  -               -                    -                -
Compensation under stock based
 benefit plan, net of tax                      -              (5,797)             87,670             -
Deferred compensation - Recognition

 And Retention Plan ("RRP")                    -            (378,334)                -              (6,830)
Compensation under RRP                         -              75,667                 -               -
Special distribution ($6.00 per share)         -          (5,435,556)                -               -
Net income                                     -              -                      -             625,967
                                         -----------     ------------      --------------      -----------
Balance at June 30, 1999                    10,117         3,959,985            (632,420)        5,891,389
Purchase of 7,200 shares of
 common stock                                  -              -                      -               -
Compensation under stock based
 benefit plan, net of tax                      -           18,025                 92,650             -
Compensation under RRP                         -           75,667                    -               -
Net income                                     -              -                      -             435,687
                                         -----------     -----------      --------------       -----------
Balance at June 30, 2000                   $10,117       $ 4,053,677        $   (539,770)      $ 6,327,076
                                         ===========     ===========      ==============       ===========

<CAPTION>

                                            Treasury
                                             Stock             Total
                                            --------           -----
<S>                                       <C>              <C>
Balance at June 30, 1998                  $       -        $ 14,266,284
Purchase of 105,787 shares of
 common stock                               (1,199,764)      (1,199,764)
Compensation under stock based
 benefit plan, net of tax                         -              81,873
Deferred compensation - Recognition

 And Retention Plan ("RRP")                       -            (385,164)
Compensation under RRP                            -              75,667
Special distribution ($6.00 per share)            -          (5,435,556)
Net income                                        -             625,967
                                          -------------    ------------
Balance at June 30, 1999                    (1,199,764)       8,029,307
Purchase of 7,200 shares of
 common stock                                  (44,100)         (44,100)
Compensation under stock based
 benefit plan, net of tax                         -             110,675
Compensation under RRP                            -              75,667
Net income                                        -             435,687
                                          -------------    ------------
Balance at June 30, 2000                  $ (1,243,864)    $  8,607,236
                                          =============    ============
</TABLE>



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

                                       F-4

<PAGE>

                         WYMAN PARK BANCORPORATION, INC.
                                AND SUBSIDIARIES
                              Lutherville, Maryland

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                2000              1999
                                                                                ----              ----
Cash flows from operating activities
<S>                                                                          <C>             <C>
     Net income                                                              $  435,687      $     625,967
     Adjustments to reconcile net income to net
       cash provided by operating activities
     --------------------------------------------------------
         Depreciation and amortization                                           50,642             52,829
         Non-cash compensation under Stock Based
          Benefit and Bonus Plans                                               186,343            157,540
         Deferred income tax benefit                                            (14,344)           (39,001)
         Provision for loan losses                                                2,400              4,600
         Amortization of loan fees                                              (85,246)           (88,465)
         Gain on sales of loans receivable                                          -              (49,270)
         Loans originated for resale                                                -           (4,575,600)
         Proceeds from sale of loans originated for resale                          -            4,624,870
         (Increase) decrease in accrued interest receivable                     (40,939)            36,759
         Decrease (increase) in prepaid expenses and
          other assets                                                           28,206            (31,552)
         Increase in accrued expenses and other liabilities                       5,386             90,255
         Increase in federal and state income taxes receivable                   (3,297)           (13,558)
         Increase (decrease) increase in federal and state income
          taxes payable                                                           8,021           (278,346)
         (Decrease) increase in accrued interest payable                         (7,919)             7,691
                                                                            -----------      -------------
              Net cash provided by operating activities                         564,940            524,719

Cash flows from investment activities
-------------------------------------
     Net (increase) decrease in loans receivable                             (8,301,385)         5,286,654
     Mortgage backed securities principal repayments                             42,577             67,052
     Sale of Federal Home Loan Bank of Atlanta stock                                -                1,400
     Purchases of property and equipment                                         (2,665)           (19,990)
     Sale of ground rents owned                                                     -                6,508
                                                                            -----------      -------------
         Net cash provided by (used in) investing activities                 (8,261,473)         5,341,624

Cash flows from financing activities
------------------------------------
     Net (decrease) increase in savings deposits                             (2,661,095)          3,990,011
     Increase (decrease) in advance payments by borrowers
      for taxes, insurance and ground rents                                      36,904             (89,833)
     Decrease in checks outstanding in excess of bank balance                       -              (143,430)
     Increase in borrowings                                                     350,000           2,650,000
     Special distribution                                                           -            (5,435,556)
     Repurchase common stock                                                    (44,100)         (1,199,764)
     Common shares repurchased under Stock Bonus Plan                               -              (385,164)
                                                                            -----------      --------------
         Net cash provided by (used in) financing activities                 (2,318,291)           (613,736)
                                                                            -----------      --------------
</TABLE>

                                       F-5

<PAGE>

                         WYMAN PARK BANCORPORATION, INC.
                                AND SUBSIDIARIES
                              Lutherville, Maryland

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                      2000           1999
                                                                      ----           ----

<S>                                                               <C>            <C>
Net  (decrease) increase in cash and cash equivalents             $(10,014,824)  $  5,252,607
Cash and cash equivalents at beginning of year                      12,100,730      6,848,123
                                                                  ------------   ------------
Cash and cash equivalents at end of year                          $  2,085,906   $ 12,100,730
                                                                  ============   ============


Supplemental information
------------------------
     Interest paid on savings deposits and borrowed funds         $  2,658,720   $  2,686,196
                                                                  ============   ============

     Income taxes                                                 $    297,197   $    732,411
                                                                  ============   ============
</TABLE>

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

                                       F-6


<PAGE>

                         WYMAN PARK BANCORPORATION, INC.
                                AND SUBSIDIARIES
                              Lutherville, Maryland

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Summary of Significant Accounting Policies

          Basis of Presentation

                   The accompanying  consolidated  financial statements for the
             year ended June 30, 2000 include  Wyman Park  Bancorporation,  Inc.
             (the  "Company") and  its  wholly-owned   subsidiaries,  Wyman Park
             Federal Savings and  Loan  Association (the  "Association")  and W.
             P.    Financial   Corporation.    All   significant    intercompany
             transactions  have  been   eliminated.  The  Company is the holding
             company of the Association.

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

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

             Mortgage Backed Securities

                   Debt  securities  are  classified as held to maturity and are
             recorded at amortized cost.  Management has the positive intent and
             ability to hold the  securities  to maturity.  Management  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 mortgage  backed  securities  are
             amortized over the term of the security using the interest  method.
             Gains and losses on the sale of  investments  and  mortgage  backed
             securities are determined 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.

                                       F-7
<PAGE>

WYMAN PARK BANCORPOATION, INC.
    AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies - Continued

             Income Taxes

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

             Loans Receivable

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

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

                   An allowance for loan losses is provided  through  charges to
             income in an amount that  management  believes  will be adequate to
             absorb  losses on  existing  loans that may  become  uncollectible,
             based on evaluations of the  collectibility of loans and prior loan
             loss  experience.  The  evaluations  take into  consideration  such
             factors as changes in the nature and volume of the loan  portfolio,
             overall  portfolio  quality,  review of specific problem loans, and
             current economic  conditions that may affect the borrowers' ability
             to pay.  Determining  the amount of the  allowance  for loan losses
             requires the use of estimates and assumptions.  Management believes
             the  allowance  for losses on loans is adequate.  While  management
             uses  available  information  to estimate  losses on loans,  future
             additions to the  allowances  may be necessary  based on changes in
             economic  conditions,  particularly  in the State of  Maryland.  In
             addition, various regulatory agencies, as an integral part of their
             examination   process,   periodically   review  the   Association's
             allowances  for losses on loans.  Such  agencies  may  require  the
             Association to recognize additions to the allowances based on their
             judgments about information  available to them at the time of their
             examination.  Statement of Financial  Accounting Standards ("SFAS")
             No. 114, as amended by SFAS No. 118  addresses  the  accounting  by
             creditors  for  impairment  of  certain  loans.   It  is  generally
             applicable  for all loans except  large  groups of smaller  balance
             homogeneous  loans that are collectively  evaluated for impairment,
             including  residential  mortgage  loans  and  consumer  installment
             loans.  It also  applies  to all loans that are  restructured  in a
             troubled debt restructuring involving a modification of terms. SFAS
             No. 114 requires

                                       F-8

<PAGE>

WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies - Continued

             Loans Receivable - Continued

             that  impaired  loans be  measured  based on the  present  value of
             expected  future  cash flows  discounted  at the  loan's  effective
             interest rate, or at the loan's observable market price or the fair
             value of the collateral if the loan is collateral dependent. A loan
             is  considered  impaired  when,  based on current  information  and
             events,  it is probable  that a creditor  will be unable to collect
             all  amounts due  according  to the  contractual  terms of the loan
             agreement.

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

             Foreclosed Real Estate

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

             Earnings Per Share

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


                                      F - 9


<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Summary of Significant Accounting Policies - Continued

             Earnings Per Share - Continued

             relating to the calculation of net income per share of common stock
             is  summarized  for the years  ended  June 30,  2000 and  1999,  as
             follows:

                                                              2000       1999
                                                              ----       ----
             Net income                                     $435,687   $625,967
                                                            ========   ========

             Weighted Average Shares
               Outstanding used for basic EPS                774,164     888,705
             Dilutive Items
               Stock options                                  30,012       5,430
               Unvested stock awards                           1,359       1,737
                                                            --------   ---------
             Adjusted weighted average shares outstanding
                used for dilutive EPS                        805,535     895,872
                                                            ========   =========

           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.

                                     F - 10

<PAGE>

WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 3 - Held-to-Maturity Securities:

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

                                                         Gross        Gross
                           Amortized     Unrealized    Unrealized     Fair
                             Cost          Gains         Losses       Value

        June 30, 2000
          FNMA             $  1,523      $    169      $   -         $  1,692
          FHLMC             172,563         2,095          -          174,658
                           --------      --------      ----------    --------
          Mortgage backed
            securities     $174,086      $  2,264      $   -         $176,350
                           ========      ========      ==========    ========

       June 30, 1999
          FNMA             $  1,832      $     64      $   -         $  1,896
          FHLMC             214,831         1,244          -          216,075
                           --------      --------      ----------    --------
          Mortgage backed
            securities     $216,663      $  1,308      $   -         $217,971
                           ========      ========      ==========    ========

                   There  were no sales of  investment  securities  or  mortgage
           backed securities during the years ended June 30, 2000 and 1999.

Note 4 - Loans Receivable

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

                                     F - 11

<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4 - Loans Receivable - Continued

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

                   Loans receivable are summarized as follows at June 30:

<TABLE>
<CAPTION>
                                                           2000             1999
                                                           ----             ----
 Loans secured by first mortgages on real estate:
<S>                                                     <C>              <C>
   Residential - one-to-four family                     $53,384,414      $47,324,070

   Residential - multi-family                               313,882          508,109
   Commercial                                             7,709,315        6,395,139
   Construction loans                                       249,600          621,000
                                                        -----------      -----------
 Total first mortgage loans                              61,657,211       54,848,318
 Commercial non-real estate                                 968,163                -
 Home equity lines-of-credit                              3,009,857        2,849,665
 Home improvement loans                                      10,406           13,323
 Loans secured by savings deposits                          170,055          150,695
 Overdraft lines of credit                                   12,107            8,008
                                                        -----------      ------------
                                                         65,827,799       57,870,009

    Less:  Undisbursed portion of loans in process         (111,608)        (528,500)
               Unearned loan fees, net                     (207,286)        (219,234)
               Allowance for loan losses                   (285,000)        (282,600)
                                                        -----------      -----------
 Loans receivable, net                                  $65,223,905      $56,839,675
                                                        ===========      ===========
</TABLE>

                   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.  There were no
         non-accrual  loans at June 30,  2000 and  June 30,  1999.  The  average
         non-accrual loan balance for the year ended June 30, 2000 was $60,125.

                                     F - 12

<PAGE>

WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Loans Receivable - Continued

                   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 $277,513 and $191,957 at
           June 30, 2000 and 1999, 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:

                                                     2000              1999
                                                     ----              ----

              Balance at beginning of the year    $  282,600       $  278,000
              Provision for loan losses                2,400            4,600
              Charge-offs, net of recoveries             -                 -
                                                 -----------       ----------
              Balance at end of the year          $  285,000       $  282,600
                                                 ===========       ==========

                   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, 2000,  the  Association  had
           commitments to originate first mortgage loans on real estate and home
           equity  loans  exclusive  of  undisbursed  loan funds of $334,500 and
           commercial  loans of $1,134,000  at a variable  rate of interest.  At
           June 30, 1999, the  Association  had  commitments to originate  first
           mortgage  loans on real estate and home equity  loans,  exclusive  of
           undisbursed  loan funds, of $1,721,800,  of which  $1,360,800 carry a
           fixed rate,  ranging between 6.125% and 7.125%,  and $361,000 carry a
           variable rate of interest.

                   For the years  ended June 30,  2000 and 1999 the  Association
           also had commitments to loan funds under unused  home-equity lines of
           credit   aggregating   approximately   $6,097,843   and   $6,333,776,
           respectively. Such commitments carry a floating rate of interest.

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

                                     F - 13

<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4 - Loans Receivable - Continued

                  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 $3,536,243 and $1,983,280 at
           June 30,  2000 and  1999,  respectively.  A fee is  charged  for such
           servicing based on the unpaid principal balances.

                  In the normal  course of business,  loans are made to officers
           and directors of the Association and their related  interests.  These
           loans  are  consistent  with  sound  banking  practices,  are  within
           regulatory  lending  limitations  and do not involve more than normal
           risk of  collectibility.  Transactions in these loans (omitting loans
           which  aggregate  less than $60,000 per officer or director)  for the
           years ended June 30, 2000 and 1999 are summarized as follows:

                    Balance at June 30, 1998           $789,112
                    New loans                           175,000
                    Repayments                         (102,350)
                                                       ---------
                    Balance at June 30, 1999            861,762
                    New loans                           304,400
                    Repayments                         (393,907)
                                                       ---------
                  Balance at June 30, 2000             $772,255
                                                       =========
Note 5 - Accrued Interest Receivable

                   Accrued interest  receivable is summarized as follows at June
           30:

                                                       2000          1999
                                                       ----          ----
                   Loans receivable                  $330,832      $287,973
                   Mortgage backed securities           1,935         2,406
                   Other                                  347         1,796
                                                    -----------   ----------
                                                     $333,114      $292,175
                                                    ===========   ==========


                                     F - 14

<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6 - Property and Equipment

                   Property and equipment are summarized as follows at June 30:

                                                               Estimated
                                                                Useful
                                      2000         1999          Lives
                                      ----         ----      -------------

Buildings and improvements          $357,668     $357,668       23 years
Furniture, fixtures and equipment    313,708      311,043      3-20 years
Leasehold improvements                81,499       81,499      5-10 years
                                    --------     --------
   Total at cost                     752,875      750,210
Less accumulated depreciation
   and amortization                  645,571      594,929
                                    --------     --------
   Property and equipment, net      $107,304     $155,281
                                    ========     ========

                   The provision for depreciation  charged to operations for the
           years ended June 30, 2000 and 1999  amounted to $50,642 and  $52,829,
           respectively.  Depreciation  is calculated on a  straight-line  basis
           over the estimated useful life.

                   The Association is obligated under long-term operating leases
           for its branch offices. These leases expire at various dates to 2002,
           subject to renewal  options.  The  approximate  future minimum rental
           payments under these leases at June 30, 2000 are as follows:

                        Due in Year
                       Ended June 30,
                       --------------
                          2001           $37,896
                          2002            26,590
                                         -------
                          Total          $64,486
                                         =======

                   Rent expense was $38,514 and $38,391 for the years ended June
           30, 2000 and 1999, respectively.

                                     F - 15

<PAGE>

WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - Deposits

                   Time deposits are summarized as follows at June 30:
<TABLE>
<CAPTION>
                                                   2000                        1999
                                            Amount           %          Amount          %
                                            ------           -          ------          -
Contractual maturity of Certificate

  Accounts from June 30:
  ---------------------
<S>                                       <C>               <C>       <C>             <C>
   Under 12 months                        $18,280,953       45.0      $24,811,614     62.0
   12 to 24 months                         17,500,234       43.1        8,481,519     21.2
   24 to 36 months                          2,313,832        5.7        4,937,232     12.3
   36 to 48 months                          1,305,842        3.2          491,394      1.2
   48 to 60 months                          1,209,077        3.0        1,301,792      3.3
   Over 60 months                               -            0.0           11,485      0.0
                                          -----------    -------      -----------  -------
                                          $40,609,938      100.0      $40,035,036    100.0
                                          ===========    =======      ===========  =======
</TABLE>

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

                                              2000                 1999
                                              ----                 ----
           Certificates                    $2,102,215           $2,199,354
           Passbook                           168,983              187,459

           NOW and money market               278,908              290,336
                                           ----------           ----------
                                           $2,550,106           $2,677,149
                                           ==========           ==========

                   As of June 30, 2000 and 1999,  the  Association  had customer
            deposits  in  savings  accounts of $100,000 or more of approximately
            $6,926,948 and $8,620,665, respectively.

Note 8 - Borrowings

                   The  Association  has an  available  line of credit  with the
            Federal  Home  Loan Bank of  Atlanta.  The credit  availability  for
            Wyman  Park  Federal  Savings  and  Loan  Association  is 13% of the
            Association's  total  assets. The rate on these short-term  advances
            varies daily.  Wyman Park  Federal Savings and Loan  Association had
            an outstanding advance in  the amount of $3,000,000 at June 30, 2000
            with a rate of 7.4%.

                                     F - 16

<PAGE>

WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 9 - Income Taxes

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

                                                2000            1999
                                                ----            ----
              Current:
                 Federal                      $ 241,340       $341,911
                 State                           51,025         76,391
                                              ---------       --------
                                                292,365        418,302
              Deferred:
                 Federal                        (11,744)       (31,934)
                 State                           (2,600)        (7,067)
                                              ---------       --------
                                                (14,344)       (39,001)
                                              ---------       --------

               Provision for income taxes     $ 278,021       $379,301
                                              =========       ========

                   The net deferred tax asset at June 30, 2000 and 1999 consists
           of   total   deferred   tax   assets   of  $289,996   and   $289,256,
           respectively,   and   deferred   tax    liabilities  of  $86,632  and
           $100,236,   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:

                                                        2000          1999
                                                        ----          ----
           Interest and fees on loans                 $  16,845    $  21,947
           Allowance for losses on loans                110,067      109,140
           Federal Home Loan Bank stock dividends       (80,684)     (80,684)
           Deferred compensation                         13,184       12,767
           Tax bad debt reserve                          (5,948)      (7,932)
           Supplemental Executive Retirement Plan       128,997      119,705
           ESOP contribution                              2,600        2,600
           Stock Bonus Plan accrual                      12,177       12,177
           Other                                          6,126         (700)
                                                      ---------   ----------
                                                      $ 203,364    $ 189,020
                                                      =========   ==========

                   No  valuation  allowance  has been  provided  against the net
           deferred  tax  asset  at  June 30, 2000  because the amount  could be
           realized   through  a   carryback   against  taxable  income of prior
           years.

                                     F - 17

<PAGE>

WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 9 - Income Taxes - Continued

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

                                           2000                    1999
                                  ---------------------    --------------------
                                               Percent                 Percent
                                              of Pretax               of Pretax
                                    Amount     Income       Amount      Income
                                    ------     ------       ------      ------
Tax provision at statutory rate    $242,661     34.0%      $341,791      34.0%
State income taxes, net of
  federal income tax benefit         31,960      4.5         45,754       4.6
 Other                                3,400      0.5         (8,244)     (0.9)
                                   --------     ----       ---------     -----
                                   $278,021     39.0%      $379,301      37.7%
                                   ========     ====       =========     ====

                   The  Association  was  allowed a special  bad debt  deduction
             limited generally to 8% of otherwise taxable income. Beginning July
             1, 1996 the  percentage  of taxable  income method of computing the
             Association's  tax bad debt deduction is not longer allowed and the
             amount by which the tax reserve for bad debts  exceeds  such amount
             at June 30, 1998 must be recaptured  over a six year period.  A tax
             liability has been  established  for the recapture.  If the amounts
             which qualified as deductions for federal income tax purposes prior
             to  December  31,  1987 are later used for  purposes  other than to
             absorb loan losses,  including distributions in liquidations,  they
             will be subject to federal income tax at the then current corporate
             rate.   Retained  earnings  at  June  30,  2000  and  1999  include
             $1,777,000,  for which no provision for federal income tax has been
             provided. The unrecorded deferred income tax liability on the above
             amount was approximately $686,000.

Note 10- Pension Plan

                   Substantially   all   employees   of  the   Association   are
             participants  in the  Financial  Institutions  Retirement  Fund,  a
             multi-employer  non-contributory  defined benefit pension plan. The
             actuarial  present value of benefit  obligations  and fair value of
             plan assets  attributable  to the Association are not available for
             this  multi-employer  plan.  Pension expense in connection with the
             Financial  Institutions  Retirement Fund reflects the Association's
             required annual  contribution to the Fund.  Pension expense for the
             years  ended  June  30,  2000  and 1999  was  $40,887  and  $9,843,
             respectively.

                                     F - 18


<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10- Pension Plan - Continued

                   The  Association  has  established a  supplemental  Executive
             Retirement   Plan  for  the  benefit  of  the   President   of  the
             Association.  As a result of this Plan,  the  Association  incurred
             expense  for the years  ended June 30, 2000 and 1999 of $24,563 and
             $22,330, respectively.

Note 11 - Common Stock and Stock Benefit Plans

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

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

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

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

                   During fiscal 1999,  the Company paid a special  distribution
             of $6.00 per common stock share from funds  retained by the Company
             in the conversion.  Accordingly,  the Company charged the return of
             capital  distribution  to  additional  paid-in-capital.  Management
             believes  the  entire  distribution  should  constitute  a tax-free
             return of capital.

                                     F - 19

<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 11- Common Stock and Stock Benefit Plans - Continued

              Employee Stock Ownership Plan

                   The  Association  has established an Employee Stock Ownership
              Plan  (ESOP)  for its  employees.  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.  The Trust  purchased
              67,972  additional  shares with proceeds from the Company's  $6.00
              special distribution, of which 53,307 related to unearned shares.

                   All employees of the Association who attain the age of 21 and
             complete  twelve  months of service  with the  Association  will be
             eligible to participate in the ESOP.  Participants will become 100%
             vested  in their  accounts  after  six  years of  service  with the
             Association or, if earlier, upon death, disability or attainment of
             normal retirement age. Participants receive credit for service with
             the Association prior to the establishment of the ESOP.

                   The Association recognizes the cost of the ESOP in accordance
             with AICPA  Statement of Position 93-6  "Employers'  Accounting for
             Employee  Stock  Ownership  Plans".  As shares are  committed to be
             released from  collateral,  the  Association  reports  compensation
             expense  equal to the  current  market  price of the shares and the
             shares  become  outstanding  for  earnings-per-share  computations.
             Dividends  on  allocated  shares are  recorded  as a  reduction  of
             retained earnings;  dividends on unallocated shares are recorded as
             a  reduction  of debt.  For the years  ended June 30, 2000 and 1999
             compensation  expense  recognized  related  to  the  ESOP  and  the
             Association's  contribution  to the ESOP was $116,315 and $104,166,
             respectively.

                   The ESOP shares were as follows as of June 30:

                                                        2000
                                                      --------
             Shares released and allocated              34,770
             Unearned shares                            99,474
                                                      --------
                                                       134,244
                                                      ========

             Fair value of unearned shares            $696,318
                                                      ========


                                    F - 20

<PAGE>

WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 11 - Common Stock and Stock Benefit Plans - Continued

              Stock Option Plan

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

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

                                                                   Weighted
                                                                   Average
                                                                   Exercise
                                                         Shares      Price
                                                         ------    --------
              Outstanding at June 30, 1998                  -          -
              Granted                                   168,909     $ 5.60
                                                        -------

              Outstanding at June 30, 1999 and 2000     168,909     $ 5.60
                                                        =======
              Exercisable at June 30, 2000               67,563
                                                        =======


                                     F - 21

<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 11 - Common Stock and Stock Benefit Plans - Continued

                   SFAS No.  123,  "Accounting  for  Stock-Based  Compensation",
             requires the Association to make certain disclosures as if the fair
             value method of  accounting  had been applied to the  Association's
             stock  option  grants made  subsequent  to 1994.  Accordingly,  the
             Association  estimated  the grant  date fair  value of each  option
             awarded in fiscal 1999 using the Black-Scholes Option-Pricing model
             with the  following  relevant  assumptions:  dividend  yield of 0%,
             risk-free  interest  rate of 4.71% and expected  lives of 10 years.
             The  assumption  for  expected  volatility  was  27.31%.  Had  1999
             compensation  cost been determined  including the  weighted-average
             estimate  of fair  value  of each  option  granted  of  $2.43,  the
             Association's  net income  would be reduced to  proforma  amount of
             $374,033.  Proforma  earnings,  basic and diluted,  per share would
             have been $.42 in fiscal 1999.

             Stock Bonus Plan

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

Note 12 - Retained Earnings and Regulatory Matters

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

                                     F - 22

<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 12- Retained Earnings and Regulatory Matters - Continued

                   Quantitative  measures  established  by  regulation to ensure
             capital  adequacy  require  the  Association  to  maintain  minimum
             amounts and ratios (set forth in the table below) of total and Tier
             I capital (as defined in the regulations) and risk-weighted  assets
             (as defined),  and of Tier I capital (as defined) to average assets
             (as defined).  As of June 30, 2000, the Association met all capital
             adequacy requirements to which it is subject.

                   As of June 30, 2000,  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
                                 -----------     -----     ------       -----        ------        -----
     As of June 30, 2000:
<S>                              <C>             <C>       <C>          <C>        <C>            <C>
        Tangible (1)             $ 7,466,914     10.9%     $1,032,611    1.5%      $   N/A          N/A%
        Tier I capital (2)         7,466,914     18.7%         N/A       N/A%       2,399,400       6.0%
        Core (1)                   7,466,914     10.9%      2,753,629    4.0%       3,442,036       5.0%
        Risk-weighted (2)          7,751,914     19.4%      3,199,200    8.0%       3,999,000      10.0%

     As of June 30, 1999:
        Tangible (1)             $ 9,849,962     14.0%     $1,058,000    1.5%      $   N/A          N/A%
        Tier I capital (2)         9,849,962     27.1%         N/A       N/A%       2,180,000       6.0%
        Core (1)                   9,849,962     14.0%      2,116,000    3.0%       3,527,000       5.0%
        Risk-weighted (2)         10,132,562     27.9%      2,907,000    8.0%       3,634,000      10.0%
</TABLE>

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


                                     F - 23
<PAGE>

WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 12- Retained Earnings and Regulatory Matters - Continued

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

                                         Tangible        Core        Risk-Based
                                         Capital        Capital       Capital
                                         -------        -------       -------
GAAP capital as of June 30, 2000         $8,607,236   $8,607,236   $  8,607,236
Less:  Equity of parent company           1,140,322    1,140,322      1,140,322

Add:   Allowance for losses on loans
        included in risk-based capital-
        limited to 1.25% of risk-
        weighted assets                         -            -          285,000
                                         ----------   ----------   ------------
Regulatory capital as of June 30, 2000   $7,466,914   $7,466,914   $  7,751,914
                                         ==========   ==========   ============

GAAP capital as of June 30, 1999         $8,029,307   $8,029,307   $  8,029,307
Negative equity of parent company         1,820,655    1,820,655      1,820,655

Add:   Allowance for losses on loans
        included in risk-based capital-
        limited to 1.25% of risk-
        weighted assets                          -           -          282,600
                                         ----------   ----------   ------------
Regulatory capital as of June 30, 1999   $9,849,962   $9,849,962   $ 10,132,562
                                         ==========   ==========   ============


                                     F - 24

<PAGE>

WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 13- Disclosures About Fair Value of Financial Instruments

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

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

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

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

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

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

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

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

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

                                     F - 25

<PAGE>

WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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

<TABLE>
<CAPTION>
                                                           2000                                  1999
                                              ------------------------------         -----------------------------
                                                 Carrying                             Carrying
                                                  Amount         Fair Value            Amount           Fair Value
                                              ------------      ------------         -----------       -----------
          Financial Assets
          ----------------
          <S>                                      <C>               <C>                 <C>               <C>
             Cash and cash
               Equivalents                    $  2,085,906      $  2,085,906         $12,100,730       $12,100,730
             Mortgage backed securities            174,086           176,350             216,663           217,971

             Loans receivable                   65,508,905                            57,122,275
                 Less: allowance for loan
                            Losses                 285,000                               282,600
                                              ------------                          ------------
                                                65,233,905        63,622,000          56,839,675        56,260,000

             Ground rents                          122,600            73,600             122,600            73,560
             Federal Home Loan Bank
               of Atlanta stock                    508,500           508,500             508,500           508,500

          Financial Liabilities
          ---------------------
             Savings deposits                   55,347,064        55,890,025          58,008,159        58,206,100
             Borrowings                          3,000,000         3,000,000           2,650,000         2,650,000
             Advance payments by
               borrowers for taxes,
               insurance and ground
               rents                             1,315,538         1,315,538           1,278,634         1,278,634

          Loan commitments                             -           7,558,843                 -           8,055,376
</TABLE>


                                     F - 26

<PAGE>


WYMAN PARK BANCORPORATION, INC.
 AND SUBSIDIARIES
Lutherville, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 14- Accounting Pronouncements With Future Effective Dates

                   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, 2000, will not affect the Company's
             financial position or its results of operations.

                                     F - 27