##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number: 000-51556



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CENTENNIAL BANK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|DELAWARE                                                       |  | 41-2150446                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|1331 Seventeenth St., Suite 300 Denver, CO                     |  | 80202                                  
|(Address of principal executive offices)                       |  | (Zip Code)                             

303-296-9600

(Registrants telephone number, including area code)



---

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
Accelerated Filer and Large Accelerated Filer in Rule 12B-2 of the Exchange Act. (check one):

Large Accelerated
Filer ̈Accelerated
Filer ̈Non-accelerated
Filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.): Yes ̈No  x

As of May 8, 2006 there were 59,039,674 shares of the registrants common stock outstanding, including 1,448,141 shares of unvested restricted
stock.



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1



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##### Table of Contents

Table of Contents

TABLE OF CONTENTS



|                             |  |                                                                                       |  |     
|---------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|                             |  |                                                                                       |  | Page
|                             |  |                                                                                      
|                             |  | Forward-Looking Statements and Factors that Could Affect Future Results               |  | 3   
|                             | 
|PART IFINANCIAL INFORMATION |  | 4                                                                                    
|                             |  |                                                                                      
|ITEM 1.                      |  | Unaudited Consolidated Financial Statements                                           |  | 4   
|                             |  |                                                                                      
|                             |  | Unaudited Consolidated Balance Sheets                                                 |  | 4   
|                             |  |                                                                                      
|                             |  | Unaudited Consolidated Statements of Income                                           |  | 5   
|                             |  |                                                                                      
|                             |  | Unaudited Consolidated Statements of Comprehensive Income                             |  | 6   
|                             |  |                                                                                      
|                             |  | Unaudited Consolidated Statements of Cash Flows                                       |  | 7   
|                             |  |                                                                                      
|                             |  | Notes to Unaudited Condensed Consolidated Financial Statements                        |  | 9   
|                             |  |                                                                                      
|ITEM 2.                      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 16  
|                             |  |                                                                                      
|ITEM 3.                      |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 28  
|                             |  |                                                                                      
|ITEM 4.                      |  | Controls and Procedures                                                               |  | 29  
|                             | 
|PART IIOTHER INFORMATION    |  | 30                                                                                   
|                             |  |                                                                                      
|ITEM 1.                      |  | Legal Proceedings                                                                     |  | 30  
|                             |  |                                                                                      
|ITEM 1A.                     |  | Risk Factors                                                                          |  | 30  
|                             |  |                                                                                      
|ITEM 2.                      |  | Unregistered Sale of Equity Securities and Use of Proceeds                            |  | 31  
|                             |  |                                                                                      
|ITEM 3.                      |  | Defaults Upon Senior Securities                                                       |  | 31  
|                             |  |                                                                                      
|ITEM 4.                      |  | Submission of Matters to a Vote of Security Holders                                   |  | 31  
|                             |  |                                                                                      
|ITEM 5.                      |  | Other Information                                                                     |  | 31  
|                             |  |                                                                                      
|ITEM 6.                      |  | Exhibits                                                                              |  | 32  



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##### Table of Contents

Forward-Looking Statements and Factors that Could Affect Future Results

Certain statements contained in this Quarterly Report
on Form 10-Q that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the Act), notwithstanding that such statements are not specifically
identified. In addition, certain statements may be contained in our future filings with the SEC, in press releases, and in oral and written statements made by or with our approval that are not statements of historical fact and constitute
forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of
dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of the Company or its management or board of directors, including those relating to products or services; (iii) statements of
future economic performance; and (iv) statements of assumptions underlying such statements. Words such as believes, anticipates, expects, intends, targeted, continue,
remain, will, should, may and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause
actual results to differ from those discussed in the forward-looking statements include, but are not limited to:



| |  |  | Local, regional, national and international economic conditions and the impact they may have on us and our customers, and our assessment of that impact.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in the level of non-performing assets and charge-offs.
| | - |  | --------------------------------------------------------------



| |  |  | The effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Inflation, interest rate, securities market and monetary fluctuations.
| | - |  | ----------------------------------------------------------------------



| |  |  | Political instability, acts of war or terrorism and natural disasters.
| | - |  | ----------------------------------------------------------------------



| |  |  | The timely development and acceptance of new products and services and perceived overall value of these products and services by customers.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in consumer spending, borrowings and savings habits.
| | - |  | ------------------------------------------------------------



| |  |  | Changes in the financial performance and/or condition of our borrowers.
| | - |  | -----------------------------------------------------------------------



| |  |  | Technological changes.
| | - |  | ----------------------



| |  |  | Acquisitions of acquired businesses and greater than expected costs or difficulties related to the integration of acquired businesses.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The ability to increase market share and control expenses.
| | - |  | ----------------------------------------------------------



| |  |  | Changes in the competitive environment among financial or bank holding companies and other financial service providers.
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | The effect of changes in laws and regulations with which we and our subsidiaries must comply.
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial
Accounting Standards Board and other accounting standard setters.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in our organization, compensation and benefit plans.
| | - |  | ------------------------------------------------------------



| |  |  | The costs and effects of legal and regulatory developments including the resolution of legal proceedings or regulatory or other governmental inquiries and the results of regulatory
examinations or reviews.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our success at managing the risks involved in the foregoing items.
| | - |  | ------------------------------------------------------------------

Forward-looking statements speak only as of the date on which such statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which
such statement is made, or to reflect the occurrence of unanticipated events.



3



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##### Table of Contents

PART IFINANCIAL INFORMATION



|ITEM 1. | Unaudited Consolidated Financial Statements
|------- | -------------------------------------------

CENTENNIAL BANK HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (In thousands, except for share data)



|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | --------- | - | ---------------- | --------- | -
|                                                                                                                                                                                                                                                                                                             |  | March 31,2006 |           |   | December 31,2005 |          
|                                                                                                                                                                                                                                                                                                             |  | (Unaudited)   |           |   |                  |          
|Assets                                                                                                                                                                                                                                                                                                       |  |               |           |   |                  |           |  
|Cash and due from banks                                                                                                                                                                                                                                                                                      |  | $             | 78,089    |   |                  | 88,815    |  
|Interest bearing deposits at banks                                                                                                                                                                                                                                                                           |  |               | 67        |   |                  | 37        |  
|Federal funds sold                                                                                                                                                                                                                                                                                           |  |               | 36,555    |   |                  | 10,090    |  
|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  
|Cash and cash equivalents                                                                                                                                                                                                                                                                                    |  |               | 114,711   |   |                  | 98,942    |  
|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  
|Securities available for sale, at fair value                                                                                                                                                                                                                                                                 |  |               | 135,746   |   |                  | 143,081   |  
|Securities held to maturity (fair value of $5,633 and $5,686 at March 31, 2006 and December 31, 2005)                                                                                                                                                                                                        |  |               | 5,782     |   |                  | 5,798     |  
|Bank stocks, at cost                                                                                                                                                                                                                                                                                         |  |               | 30,135    |   |                  | 26,874    |  
|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  
|Total investments                                                                                                                                                                                                                                                                                            |  |               | 171,663   |   |                  | 175,753   |  
|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  
|Loans held for sale                                                                                                                                                                                                                                                                                          |  |               | 5,730     |   |                  | 6,820     |  
|Loans, net of unearned discount                                                                                                                                                                                                                                                                              |  |               | 2,005,151 |   |                  | 2,067,593 |  
|Less allowance for loan losses                                                                                                                                                                                                                                                                               |  |               | (26,999   | ) |                  | (27,475   | )
|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  
|Net loans                                                                                                                                                                                                                                                                                                    |  |               | 1,983,882 |   |                  | 2,046,938 |  
|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  
|Premises and equipment, net                                                                                                                                                                                                                                                                                  |  |               | 76,619    |   |                  | 73,429    |  
|Goodwill                                                                                                                                                                                                                                                                                                     |  |               | 391,346   |   |                  | 392,507   |  
|Other intangible assets, net                                                                                                                                                                                                                                                                                 |  |               | 50,415    |   |                  | 54,922    |  
|Other assets                                                                                                                                                                                                                                                                                                 |  |               | 36,880    |   |                  | 39,996    |  
|Assets held for sale                                                                                                                                                                                                                                                                                         |  |               | 90,994    |   |                  | 98,270    |  
|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  
|Total assets                                                                                                                                                                                                                                                                                                 |  | $             | 2,916,510 |   |                  | 2,980,757 |  
|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  
|Liabilities and Stockholders Equity                                                                                                                                                                                                                                                                         |  |               |           |   |                  |           |  
|Liabilities:                                                                                                                                                                                                                                                                                                 |  |               |           |   |                  |           |  
|Deposits:                                                                                                                                                                                                                                                                                                    |  |               |           |   |                  |           |  
|Noninterest-bearing demand                                                                                                                                                                                                                                                                                   |  | $             | 592,509   |   |                  | 593,811   |  
|Interest-bearing demand                                                                                                                                                                                                                                                                                      |  |               | 806,721   |   |                  | 722,030   |  
|Savings                                                                                                                                                                                                                                                                                                      |  |               | 98,379    |   |                  | 99,496    |  
|Time                                                                                                                                                                                                                                                                                                         |  |               | 579,467   |   |                  | 633,015   |  
|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  
|Total deposits                                                                                                                                                                                                                                                                                               |  |               | 2,077,076 |   |                  | 2,048,352 |  
|Securities sold under agreements to repurchase and federal fund purchases                                                                                                                                                                                                                                    |  |               | 26,158    |   |                  | 44,399    |  
|Borrowings                                                                                                                                                                                                                                                                                                   |  |               | 57,213    |   |                  | 130,198   |  
|Subordinated debentures                                                                                                                                                                                                                                                                                      |  |               | 41,239    |   |                  | 41,275    |  
|Interest payable and other liabilities                                                                                                                                                                                                                                                                       |  |               | 38,337    |   |                  | 37,368    |  
|Liabilities associated with assets held for sale                                                                                                                                                                                                                                                             |  |               | 73,103    |   |                  | 80,417    |  
|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  
|Total liabilities                                                                                                                                                                                                                                                                                            |  |               | 2,313,126 |   |                  | 2,382,009 |  
|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  
|Stockholders equity:                                                                                                                                                                                                                                                                                        |  |               |           |   |                  |           |  
|Common stock$.001 par value; 100,000,000 shares authorized, 63,407,492 shares issued, 60,300,464 shares outstanding at March 31,
2006 (includes 1,463,931 shares of unvested restricted stock); 63,159,692 shares outstanding at December 31, 2005 (includes 1,278,631 shares of unvested restricted stock) |  |               | 63        |   |                  | 63        |  
|Additional paid-in capital                                                                                                                                                                                                                                                                                   |  |               | 612,790   |   |                  | 612,089   |  
|Retained earnings                                                                                                                                                                                                                                                                                            |  |               | 25,907    |   |                  | 18,478    |  
|Accumulated other comprehensive income (loss)                                                                                                                                                                                                                                                                |  |               | (53       | ) |                  | 93        |  
|Treasury stock, at cost                                                                                                                                                                                                                                                                                      |  |               | (35,323   | ) |                  | (31,975   | )
|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  
|Total stockholders equity                                                                                                                                                                                                                                                                                   |  |               | 603,384   |   |                  | 598,748   |  
|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  
|Total liabilities and stockholders equity                                                                                                                                                                                                                                                                   |  | $             | 2,916,510 |   |                  | 2,980,757 |  
|                                                                                                                                                                                                                                                                                                             |  |               |           |   |                  |           |  

See Notes to Unaudited Condensed Consolidated Financial Statements.



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##### Table of Contents

CENTENNIAL BANK HOLDINGS, INC.

AND SUBSIDIARIES

Consolidated Statements of Income

Unaudited



|                                                     |  |                                   |            |   |      |           
|---------------------------------------------------- |  | --------------------------------- | ---------- | - | ---- | ----------
|                                                     |  | Three Months Ended March 31,     
|                                                     |  | 2006                              |            |   | 2005
|                                                     |  | (In thousands, except share data)
|Interest income:                                     |  |                                   |            |   |      |           
|Loans, including fees                                |  | $                                 | 40,521     |   |      | 28,497    
|Investment securities:                               |  |                                   |            |   |      |           
|Taxable                                              |  |                                   | 776        |   |      | 300       
|Tax-exempt                                           |  |                                   | 911        |   |      | 492       
|Dividends                                            |  |                                   | 427        |   |      | 170       
|Federal funds sold and other                         |  |                                   | 75         |   |      | 584       
|                                                     |  |                                   |            |   |      |           
|Total interest income                                |  |                                   | 42,710     |   |      | 30,043    
|                                                     |  |                                   |            |   |      |           
|Interest expense:                                    |  |                                   |            |   |      |           
|Deposits                                             |  |                                   | 10,147     |   |      | 3,628     
|Federal funds purchased and repurchase agreements    |  |                                   | 261        |   |      | 177       
|Subordinated debentures                              |  |                                   | 847        |   |      | 574       
|Borrowings                                           |  |                                   | 1,548      |   |      | 336       
|                                                     |  |                                   |            |   |      |           
|Total interest expense                               |  |                                   | 12,803     |   |      | 4,715     
|                                                     |  |                                   |            |   |      |           
|Net interest income                                  |  |                                   | 29,907     |   |      | 25,328    
|Provision for loan losses                            |  |                                   |           |   |      | 1,700     
|                                                     |  |                                   |            |   |      |           
|Net interest income, after provision for loan losses |  |                                   | 29,907     |   |      | 23,628    
|Noninterest income:                                  |  |                                   |            |   |      |           
|Customer service and other fees                      |  |                                   | 1,871      |   |      | 1,929     
|Gain (loss) on sale of securities                    |  |                                   | (5         | ) |      | 23        
|Other                                                |  |                                   | 1,246      |   |      | 626       
|                                                     |  |                                   |            |   |      |           
|Total noninterest income                             |  |                                   | 3,112      |   |      | 2,578     
|Noninterest expense:                                 |  |                                   |            |   |      |           
|Salaries and employee benefits                       |  |                                   | 11,435     |   |      | 10,308    
|Occupancy expense                                    |  |                                   | 2,052      |   |      | 1,628     
|Furniture and equipment                              |  |                                   | 1,165      |   |      | 785       
|Amortization of intangible assets                    |  |                                   | 2,998      |   |      | 3,094     
|Merger, acquisition and transition expenses          |  |                                   | 88         |   |      | 4,922     
|Other general and administrative                     |  |                                   | 4,002      |   |      | 4,246     
|                                                     |  |                                   |            |   |      |           
|Total noninterest expense                            |  |                                   | 21,740     |   |      | 24,983    
|                                                     |  |                                   |            |   |      |           
|Income before income taxes                           |  |                                   | 11,279     |   |      | 1,223     
|Income tax expense                                   |  |                                   | 3,990      |   |      | 303       
|                                                     |  |                                   |            |   |      |           
|Income from continuing operations                    |  |                                   | 7,289      |   |      | 920       
|Income from discontinued operations, net of tax      |  |                                   | 140        |   |      | 177       
|                                                     |  |                                   |            |   |      |           
|Net income                                           |  | $                                 | 7,429      |   |      | 1,097     
|                                                     |  |                                   |            |   |      |           
|Earnings per sharebasic:                            |  |                                   |            |   |      |           
|Income from continuing operations                    |  | $                                 | 0.13       |   |      | 0.02      
|Income from discontinued operations, net of tax      |  |                                   |           |   |      |          
|Net income                                           |  |                                   | 0.13       |   |      | 0.02      
|Earnings per sharediluted:                          |  |                                   |            |   |      |           
|Income from continuing operations                    |  | $                                 | 0.13       |   |      | 0.02      
|Income from discontinued operations, net of tax      |  |                                   |           |   |      |          
|Net income                                           |  |                                   | 0.13       |   |      | 0.02      
|Weighted average shares outstandingbasic            |  |                                   | 59,057,264 |   |      | 52,332,996
|Weighted average shares outstandingdiluted          |  |                                   | 59,240,780 |   |      | 52,332,996

See Notes to Unaudited Condensed Consolidated Financial Statements.



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##### Table of Contents

CENTENNIAL BANK HOLDINGS, INC.

AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Unaudited



|                                                               |  |                              |       |   |      |      
|-------------------------------------------------------------- |  | ---------------------------- | ----- | - | ---- | -----
|                                                               |  | Three Months Ended March 31,
|                                                               |  | 2006                         |       |   | 2005
|                                                               |  | (In thousands)              
|Net income                                                     |  | $                            | 7,429 |   |      | 1,097
|Other comprehensive income (loss), net of tax                  |  |                              |       |   |      |      
|Change in net unrealized gain on securities available for sale |  |                              | (146  | ) |      | 287  
|                                                               |  |                              |       |   |      |      
|Comprehensive income                                           |  | $                            | 7,283 |   |      | 1,384
|                                                               |  |                              |       |   |      |      

See Notes to Unaudited Condensed Consolidated Financial Statements.



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##### Table of Contents

CENTENNIAL BANK HOLDINGS, INC.

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Unaudited



|                                                                                  |  |                              |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                  |  | Three Months Ended March 31, |        
|                                                                                  |  | 2006                         |         |   | 2005 |  
|                                                                                  |  | (In thousands)               |        
|Cash flows from operating activities:                                             |  |                              |         |   |      |   |         |  
|Net income                                                                        |  | $                            | 7,429   |   |      | $ | 1,097   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                              |         |   |      |   |         |  
|Provision for loan losses                                                         |  |                              | 8       |   |      |   | 1,700   |  
|Stock compensation                                                                |  |                              | 700     |   |      |   |        |  
|Depreciation and amortization                                                     |  |                              | 4,460   |   |      |   | 4,037   |  
|(Gain) loss on sale of securities                                                 |  |                              | 5       |   |      |   | (23     | )
|Gain on sale of loans                                                             |  |                              | (314    | ) |      |   | (370    | )
|(Gain) loss on sale of real estate owned and assets                               |  |                              | 122     |   |      |   | (250    | )
|Loss on dispositions                                                              |  |                              | 201     |   |      |   |        |  
|Other                                                                             |  |                              | (63     | ) |      |   | (90     | )
|Proceeds from sales of loans held for sale                                        |  |                              | 21,991  |   |      |   | 28,305  |  
|Originations of loans held for sale                                               |  |                              | (20,586 | ) |      |   | (24,817 | )
|Net change in:                                                                    |  |                              |         |   |      |   |         |  
|Accrued interest receivable and other assets                                      |  |                              | 8,905   |   |      |   | (11,289 | )
|Accrued interest payable and other liabilities                                    |  |                              | 2,213   |   |      |   | 4,436   |  
|                                                                                  |  |                              |         |   |      |   |         |  
|Net cash provided by operating activities                                         |  |                              | 25,071  |   |      |   | 2,736   |  
|                                                                                  |  |                              |         |   |      |   |         |  
|Cash flows from investing activities:                                             |  |                              |         |   |      |   |         |  
|Activity in available-for-sale securities:                                        |  |                              |         |   |      |   |         |  
|Maturities, prepayments, and calls                                                |  |                              | 9,956   |   |      |   | 54,599  |  
|Purchases                                                                         |  |                              | (6,569  | ) |      |   | (63,681 | )
|Activity in held-to-maturity securities:                                          |  |                              |         |   |      |   |         |  
|Maturities, prepayments, and calls                                                |  |                              |        |   |      |   | 3       |  
|Loan originations and principal collections, net                                  |  |                              | 63,918  |   |      |   | (18,939 | )
|Proceeds from sales of foreclosed assets                                          |  |                              | 453     |   |      |   | 3,178   |  
|Proceeds from sales of premises and equipment                                     |  |                              | 115     |   |      |   | 52      |  
|Additions to premises and equipment                                               |  |                              | (4,730  | ) |      |   | (2,569  | )
|Proceeds from sale of subsidiary                                                  |  |                              | 1,835   |   |      |   |        |  
|                                                                                  |  |                              |         |   |      |   |         |  
|Net cash provided (used) by investing activities                                  |  |                              | 64,978  |   |      |   | (27,357 | )
|                                                                                  |  |                              |         |   |      |   |         |  



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CENTENNIAL BANK HOLDINGS, INC.

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Unaudited



|                                                                |  |                              |           |   |      |   |         |  
|--------------------------------------------------------------- |  | ---------------------------- | --------- | - | ---- | - | ------- | -
|                                                                |  | Three months Ended March 31, |          
|                                                                |  | 2006                         |           |   | 2005 |  
|                                                                |  | (In thousands)               |          
|Cash flows from financing activities:                           |  |                              |           |   |      |   |         |  
|Net change in deposits                                          |  |                              | 20,791    |   |      |   | (11,337 | )
|Net change in short-term borrowings                             |  |                              | (72,985   | ) |      |   | 7,974   |  
|Net change in federal funds purchased and repurchase agreements |  |                              | (18,483   | ) |      |   | 12,181  |  
|Repurchase of common stock                                      |  |                              | (3,603    | ) |      |   | (319    | )
|                                                                |  |                              |           |   |      |   |         |  
|Net cash provided (used) by financing activities                |  |                              | (74,280   | ) |      |   | 8,499   |  
|                                                                |  |                              |           |   |      |   |         |  
|Net change in cash and cash equivalents                         |  |                              | 15,769    |   |      |   | (16,122 | )
|Cash and cash equivalents, beginning of period                  |  |                              | 98,942    |   |      |   | 90,927  |  
|                                                                |  |                              |           |   |      |   |         |  
|Cash and cash equivalents, end of period                        |  | $                            | 114,711   |   |      | $ | 74,805  |  
|                                                                |  |                              |           |   |      |   |         |  
|Supplemental disclosure of cash flow activity:                  |  |                              |           |   |      |   |         |  
|Interest paid on deposits and borrowed funds                    |  | $                            | 14,077    |   |      | $ | 5,383   |  
|Income taxes paid                                               |  |                              |          |   |      |   | 1,097   |  
|Supplemental disclosure of noncash activities:                  |  |                              |           |   |      |   |         |  
|Note receivable from sale of subsidiary                         |  | $                            | 1,175,000 |   |      | $ |        |  
|Loans transferred to other real estate owned                    |  |                              | 162       |   |      |   | 79      |  

See Notes to Unaudited Condensed Consolidated Financial Statements.



8



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##### Table of Contents

CENTENNIAL BANK HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial
Statements



|(1) | Organization, Operations and Basis of Presentation
|--- | --------------------------------------------------

Centennial Bank
Holdings, Inc. is a financial holding company and a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Our principal business is to serve as a holding company for our subsidiaries. As of March 31, 2006,
those subsidiaries were Guaranty Bank and Trust Company, Centennial Bank of the West, and Collegiate Peaks Bank, referred to as Guaranty Bank, CBW, and Collegiate Peaks, respectively. Collegiate Peaks was held for sale as of March 31, 2006.
Reference to Banks means Guaranty Bank and CBW, Company means Centennial Bank Holdings, Inc. on a consolidated basis with the Banks, Collegiate Peaks and First MainStreet Insurance, which was sold on March 1, 2006.

The Banks are full-service community banks offering an array of banking products and services to the communities they serve, including accepting time and
demand deposits and originating commercial loans, real estate loans, including construction loans and mortgage loans, Small Business Administration guaranteed loans and consumer loans. CBW also provides trust services, including personal trust
administration, estate settlement, investment management accounts and self-directed IRAs.



| | (a) | Basis of Presentation
| | --- | ---------------------

The
accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles. All significant intercompany balances and transactions have been eliminated. Our financial statements reflect all adjustments that are, in the
opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. Certain information and note disclosures normally included in consolidated financial statements prepared in
accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The interim operating results are not necessarily indicative of operating
results for the full year.



| | (b) | Use of Estimates
| | --- | ----------------

The
preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of
the consolidated balance sheet and income and expense for the periods. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes include the allowance for loan losses,
deferred tax assets and liabilities, goodwill and other intangible assets.



| | (c) | Allowance for Credit Losses
| | --- | ---------------------------

The allowance for loan losses and the reserve for unfunded loan commitments when combined are referred to as the allowance for credit losses. The allowance for loan losses is reported as a reduction of outstanding loan balances and the
reserve for unfunded loan commitments is included within interest payable and other liabilities.

The allowance for credit
losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may
affect the borrowers ability to repay, estimated value of any underlying collateral and prevailing economic conditions. Loans that are deemed to be uncollectible are charged off and deducted from the allowance for loan losses. The provision
for loan losses and recoveries on loans previously charged off are added to the allowance for loan losses. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes
available. The allowance for credit losses is maintained at a level deemed appropriate by management to adequately provide for known and inherent risks in the loan portfolio and other extensions of credit.



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##### Table of Contents

| | (d) | Goodwill and Other Intangible Assets
| | --- | ------------------------------------

Goodwill represents the excess of cost over the fair value of the net assets of businesses acquired. Goodwill and other intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not
amortized, but instead are tested for impairment at least annually. Other intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an
indefinite life. Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstance indicate that the carrying value may be greater than fair value. The goodwill impairment analysis is based on an evaluation of
reporting units. The Company has one significant reporting unit  banking operations.

Core deposit intangible assets,
referred to as CDI, and other definite-lived intangible assets are recognized apart from goodwill at the time of acquisition based on valuations prepared by independent third parties or other estimates of fair value. In preparing such valuations,
the third parties consider variables such as deposit servicing costs, attrition rates, and market discount rates. CDI assets are amortized to expense over their useful lives, which we have estimated to range from 7 years to 15 years. The other
definite-lived intangible assets are amortized over their useful lives, which range from 1 year to 7 years.



| | (e) | Impairment of Long-Lived Assets
| | --- | -------------------------------

Long-lived assets, such as premises and equipment, and definite-lived intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstance indicate that the carrying value of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying value of an asset exceeds
its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying value of the asset exceeds the fair value of the asset, less costs to sell. Assets to be disposed of are separately presented in the
balance sheet and reported at the lower of the carrying value or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale are presented separately in the appropriate
asset and liability sections of the consolidated balance sheet. The gain or loss and income from a disposal group are recorded as discontinued operations on the consolidated statement of income.



| | (f) | Stock Incentive Plan
| | --- | --------------------

The
Companys 2005 Stock Incentive Plan (Plan) provides for grants of stock options, restricted stock awards, restricted stock units awards, performance stock awards, stock appreciation rights, and other equity-based awards to key
employees, nonemployee directors, consultants and prospective employees. The Company accounts for the equity-based compensation using the provisions of SFAS No. 123R, Share-Based Payment. The Company recognizes services received in a
share-based payment transaction as services are received. The cost of employee services received in exchange for an award of equity instruments is based on the grant-date fair value (as determined by quoted market prices) of the award. That cost is
recognized over the period during which an employee is required to provide service in exchange for the award. The stock compensation expense recognized reflects estimated forfeitures, as adjusted based on actual forfeitures. The Company recognized
$700,000 in compensation expense for services rendered for the three months ended March 31, 2006. The Company had no equity-based awards for the three months ended March 31, 2005. As of March 31, 2006, the Company had a total of
1,463,931 unvested restricted shares of stock outstanding. As of March 31, 2006, there was $9,072,000 of total unrecognized compensation costs related to nonvested share-based compensation arrangements granted under the Plan. That cost is expected
to be recognized over a weighted-average period of 5.7 years.

A summary of the status of our stock awards outstanding and
the change during the quarter is presented below:



|                                 |  |           |   |  |                                        |      
|-------------------------------- |  | --------- | - |  | -------------------------------------- | -----
|                                 |  | Shares    |   |  | WeightedAverage FairValue onAward Date
|Outstanding at December 31, 2005 |  | 1,278,631 |   |  | $                                      | 10.88
|Awarded                          |  | 247,800   |   |  |                                        | 12.02
|Forfeited                        |  | (62,500   | ) |  |                                        | 11.04
|                                 |  |           |   |  |                                        |      
|Outstanding at March 31, 2006    |  | 1,463,931 |   |  |                                        | 11.06
|                                 |  |           |   |  |                                        |      



| | (g) | Reclassifications
| | --- | -----------------

Certain
amounts in prior year financial statements have been reclassified to conform to the current year presentation.



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##### Table of Contents

|(2) | Securities
|--- | ----------

The amortized cost and estimated fair
value of debt securities are as follows:



|                               |  |                |         |                        |     |                         |        |   |            |        
|------------------------------ |  | -------------- | ------- | ---------------------- | --- | ----------------------- | ------ | - | ---------- | -------
|                               |  | March 31, 2006
|                               |  | Amortized Cost |         | Gross Unrealized Gains |     | Gross Unrealized Losses |        |   | Fair Value
|                               |  | (In thousands)
|Securities available for sale: |  |                |         |                        |     |                         |        |   |            |        
|U.S. treasuries                |  | $              | 10,093  |                        |    |                         | (67    | ) |            | 10,026 
|U.S. government agencies       |  |                | 5,400   |                        |    |                         | (39    | ) |            | 5,361  
|State and municipal            |  |                | 71,889  |                        | 924 |                         | (169   | ) |            | 72,644 
|Mortgage-backed                |  |                | 47,017  |                        | 47  |                         | (1,052 | ) |            | 46,012 
|Marketable equity securities   |  |                | 1,697   |                        | 6   |                         |       |   |            | 1,703  
|                               |  |                |         |                        |     |                         |        |   |            |        
|Securities available for sale  |  | $              | 136,096 |                        | 977 |                         | (1,327 | ) |            | 135,746
|                               |  |                |         |                        |     |                         |        |   |            |        
|Securities held to maturity:   |  |                |         |                        |     |                         |        |   |            |        
|Mortgage-backed                |  | $              | 5,782   |                        |    |                         | (149   | ) |            | 5,633  
|                               |  |                |         |                        |     |                         |        |   |            |        



|                               |  |                   |         |                        |     |                         |        |   |            |        
|------------------------------ |  | ----------------- | ------- | ---------------------- | --- | ----------------------- | ------ | - | ---------- | -------
|                               |  | December 31, 2005
|                               |  | Amortized Cost    |         | Gross Unrealized Gains |     | Gross Unrealized Losses |        |   | Fair Value
|                               |  | (In thousands)   
|Securities available for sale: |  |                   |         |                        |     |                         |        |   |            |        
|U.S. treasuries                |  | $                 | 13,165  |                        |    |                         | (89    | ) |            | 13,076 
|U.S. government agencies       |  |                   | 5,391   |                        |    |                         | (24    | ) |            | 5,367  
|State and municipal            |  |                   | 72,110  |                        | 949 |                         | (166   | ) |            | 72,893 
|Mortgage-backed                |  |                   | 50,797  |                        | 29  |                         | (783   | ) |            | 50,043 
|Marketable equity securities   |  |                   | 1,697   |                        | 5   |                         |       |   |            | 1,702  
|                               |  |                   |         |                        |     |                         |        |   |            |        
|Securities available for sale  |  | $                 | 143,160 |                        | 983 |                         | (1,062 | ) |            | 143,081
|                               |  |                   |         |                        |     |                         |        |   |            |        
|Securities held to maturity:   |  |                   |         |                        |     |                         |        |   |            |        
|Mortgage-backed                |  | $                 | 5,798   |                        |    |                         | (112   | ) |            | 5,686  
|                               |  |                   |         |                        |     |                         |        |   |            |        



|(3) | Loans
|--- | -----

A summary of net loans held for investment
by loan type at the dates indicated is as follows:



|                                    |  |                |           |   |                   |           |  
|----------------------------------- |  | -------------- | --------- | - | ----------------- | --------- | -
|                                    |  | March 31, 2006 |           |   | December 31, 2005 |          
|                                    |  | (In thousands) |          
|Loans on real estate:               |  |                |           |   |                   |           |  
|Residential and commercial mortgage |  | $              | 878,918   |   |                   | 863,658   |  
|Construction                        |  |                | 221,368   |   |                   | 251,648   |  
|Equity lines of credit              |  |                | 67,284    |   |                   | 70,386    |  
|Commercial loans                    |  |                | 702,556   |   |                   | 724,929   |  
|Agricultural loans                  |  |                | 57,054    |   |                   | 71,707    |  
|Lease financing                     |  |                | 615       |   |                   | 677       |  
|Installment loans to individuals    |  |                | 56,986    |   |                   | 63,121    |  
|Overdrafts                          |  |                | 760       |   |                   | 2,006     |  
|SBA and other                       |  |                | 24,339    |   |                   | 24,321    |  
|                                    |  |                |           |   |                   |           |  
|                                    |  |                | 2,009,880 |   |                   | 2,072,453 |  
|Less:                               |  |                |           |   |                   |           |  
|Allowance for loan losses           |  |                | (26,999   | ) |                   | (27,475   | )
|Net of unearned discount            |  |                | (4,729    | ) |                   | (4,860    | )
|                                    |  |                |           |   |                   |           |  
|                                    |  | $              | 1,978,152 |   |                   | 2,040,118 |  
|                                    |  |                |           |   |                   |           |  



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A summary of transactions in the allowance for loan losses for the period indicated is as follows:



|                                           |  |                                  |        |  
|------------------------------------------ |  | -------------------------------- | ------ | -
|                                           |  | Three MonthsEnded March 31,
2006 |       
|                                           |  | (In thousands)                   |       
|Balance, beginning of period               |  | $                                | 27,475 |  
|Provision for loan losses                  |  |                                  |       |  
|Loans charged off                          |  |                                  | (1,091 | )
|Recoveries on loans previously charged-off |  |                                  | 615    |  
|                                           |  |                                  |        |  
|Balance, end of period                     |  | $                                | 26,999 |  
|                                           |  |                                  |        |  

The following table details key information regarding the Companys impaired loans at the
dates indicated:



|                                                      |  |                |        |                  |       
|----------------------------------------------------- |  | -------------- | ------ | ---------------- | ------
|                                                      |  | March 31,2006  |        | December 31,2005
|                                                      |  | (In thousands)
|Impaired loans with a specific valuation allowance    |  | $              | 28,034 |                  | 44,267
|Impaired loans without a specific valuation allowance |  |                | 12,554 |                  | 6,023 
|                                                      |  |                |        |                  |       
|Total impaired loans                                  |  | $              | 40,588 |                  | 50,290
|                                                      |  |                |        |                  |       
|Valuation allowance related to impaired loans         |  | $              | 9,296  |                  | 10,360
|                                                      |  |                |        |                  |       
|Average investment in impaired loans                  |  | $              | 45,439 |                  | 38,425
|                                                      |  |                |        |                  |       

Interest income of $935,000 was recognized on impaired loans during the three months ended
March 31, 2006. At March 31, 2006 and December 31, 2005, the total investment in loans on nonaccrual was approximately $28,746,000 and $29,608,000, respectively.



|(4) | Goodwill and Other Intangible Assets
|--- | ------------------------------------

Goodwill and
other intangible assets arise from purchase business combinations. Goodwill and other intangible assets deemed to have indefinite lives generated from purchase combinations are tested for impairment no less than annually.

Other intangible assets with definite lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed
for impairment annually. The amortization expense represents the estimated decline in the value of the underlying deposits or loan customers acquired.

The changes in the carrying amount of goodwill for the periods ended March 31, 2006 and December 31, 2005 are as follows:



|                                                         |  |                                  |         |   |                              |        
|-------------------------------------------------------- |  | -------------------------------- | ------- | - | ---------------------------- | -------
|                                                         |  | ThreeMonths Ended March 31, 2006 |         |   | Year Ended December 31, 2005
|                                                         |  | (In thousands)                  
|Balance, beginning of period                             |  | $                                | 392,507 |   |                              | 328,185
|Goodwill acquired on October 1, 2005                     |  |                                  |        |   |                              | 46,258 
|Goodwill acquired on November 1, 2005                    |  |                                  |        |   |                              | 14,623 
|Goodwill associated with disposal of subsidiary (Note 9) |  |                                  | (1,161  | ) |                              |       
|Adjustment to goodwill-increase related to income taxes  |  |                                  |        |   |                              | 3,441  
|                                                         |  |                                  |         |   |                              |        
|Balance, end of period                                   |  | $                                | 391,346 |   |                              | 392,507
|                                                         |  |                                  |         |   |                              |        

The Company revised its estimated value for its discontinued operations in the second quarter of
2005 based on additional information available related to the sale of Collegiate Peaks. The Company determined that, upon consummation of the sale, it would have an estimated tax liability associated with the sale of Collegiate Peaks, resulting in
additional goodwill of $3,441,000.



12



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##### Table of Contents

The following table presents the gross amounts of core deposits and customer relationships intangibles
and the related accumulated amortization at the dates indicated:



|                                         |  |             |  |                |         |   |                  |         |  
|---------------------------------------- |  | ----------- |  | -------------- | ------- | - | ---------------- | ------- | -
|                                         |  | Useful life |  | March 31,2006  |         |   | December 31,2005 |        
|                                         |  |             |  | (In thousands) |        
|Non-compete employment agreements        |  | 2 years     |  | $              | 3,606   |   |                  | 3,706   |  
|Core deposit intangible assets           |  | 7 15 years |  |                | 62,975  |   |                  | 62,975  |  
|Expirations  First MainStreet Insurance |  | 7 years     |  |                |        |   |                  | 1,477   |  
|                                         |  |             |  |                |         |   |                  |         |  
|                                         |  |             |  |                | 66,581  |   |                  | 68,158  |  
|Accumulated amortization                 |  |             |  |                | (16,166 | ) |                  | (13,236 | )
|                                         |  |             |  |                |         |   |                  |         |  
|                                         |  |             |  | $              | 50,415  |   |                  | 54,922  |  
|                                         |  |             |  |                |         |   |                  |         |  

Amortization expense for intangible assets for the three months ended March 31, 2006 and 2005
was $2,998,000 and $3,094,000, respectively.



|(5) | Borrowings
|--- | ----------

Borrowed funds include Treasury Tax and
Loan notes, Federal Home Loan Bank (FHLB) borrowings, and a line of credit with U.S. Bank National Association. The Company had $57,213,000 and $130,198,000 outstanding under these borrowings at March 31, 2006 and December 31,
2005, with a total commitment of $387,846,000 at March 31, 2006.

At March 31, 2006, borrowings were $57,213,000 and consisted of
$33,100,000 and $14,867,000 on a line of credit and term notes at the Federal Home Loan Bank, respectively, $8,234,000 on the U.S. Bank revolving credit agreement, and a $1,012,000 Treasury Tax and Loan note balance.

Our maximum credit allowance for total borrowings at the Federal Home Loan Bank as of March 31, 2006 was $316,846,000. The interest rate on the line
of credit varies with the federal funds rate. The term notes have fixed interest rates that range from 2.52% to 6.22%. We have a blanket pledge and security agreement with the Federal Home Loan Bank, which encompasses certain loans and securities as
collateral for these borrowings.

We have a $70,000,000 revolving credit agreement, as amended, with U.S. Bank National Association that
contains financial covenants, including maintaining a minimum return on average assets, a maximum nonperforming assets to total loans ratio, and regulatory capital ratios that permit the Company to qualify as well-capitalized. As of March 31,
2006, the Company had $8.2 million drawn on this line at a rate of 6.05% and was in compliance with all debt covenants, as amended. The interest rate varies based on a spread over the federal funds rate. The line of credit is secured by stock of
Guaranty Bank.



|(6) | Subordinated Debentures and Trust Preferred Securities
|--- | ------------------------------------------------------

The Company had a $41,239,000 aggregate principal balance of subordinated debentures outstanding with a weighted average cost of 8.6% at March 31, 2006. The subordinated debentures were issued in four separate series. Each issuance has
a maturity of thirty years from its date of issue. The subordinated debentures were issued to trusts established by us, which in turn issued $40 million of trust preferred securities. Generally and with certain limitations, the Company is permitted
to call the debentures subsequent to the first five or ten years, as applicable, after issue if certain conditions are met, or at any time upon the occurrence and continuation of certain changes in either the tax treatment or the capital treatment
of the trusts, the debentures or the preferred securities.



13



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##### Table of Contents

The following table summarizes the terms of each subordinated debenture issuance at March 31, 2006
(dollars in thousands):



|                           |  |             |  |                  |        |              |           |            |           |                      |          |               |                |                      |       |   |                     |          
|-------------------------- |  | ----------- |  | ---------------- | ------ | ------------ | --------- | ---------- | --------- | -------------------- | -------- | ------------- | -------------- | -------------------- | ----- | - | ------------------- | ---------
|Series                     |  | Date Issued |  | Principal Amount |        | MaturityDate |           | Call Date* |           | Fixed orVariableRate |          | Rate Adjuster |                | Rate atMarch 31,2006 |       |   | Next RateReset Date
|CenBank Trust I            |  | 9/7/2000    |  | $                | 10,310 |              | 9/7/2030  |            | 9/7/2010  |                      | Fixed    |               | N/A            |                      | 10.60 | % |                     | N/A      
|CenBank Trust II           |  | 2/22/2001   |  |                  | 5,155  |              | 2/22/2031 |            | 2/22/2011 |                      | Fixed    |               | N/A            |                      | 10.20 | % |                     | N/A      
|CenBank Trust III          |  | 4/15/2004   |  |                  | 15,464 |              | 4/15/2034 |            | 4/15/2009 |                      | Variable |               | LIBOR + 2.65 % |                      | 7.30  | % |                     | 4/15/2006
|Guaranty Capital Trust III |  | 7/7/2003    |  |                  | 10,310 |              | 7/7/2033  |            | 7/7/2008  |                      | Variable |               | LIBOR + 3.10 % |                      | 7.70  | % |                     | 4/15/2006



|* | Call date represents the earliest date the Company can call the debentures without penalty.
|- | -------------------------------------------------------------------------------------------



|(7) | Commitments
|--- | -----------

The Company is a party to credit
related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, stand-by letters of credit and commercial
letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

The Companys exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in
making commitments as it does for on-balance sheet instruments.

At the dates indicated, the following financial instruments were
outstanding whose contract amounts represented credit risk:



|                             |  |                |         |                  |        
|---------------------------- |  | -------------- | ------- | ---------------- | -------
|                             |  | March 31,2006  |         | December 31,2005
|                             |  | (In thousands)
|Commitments to extend credit |  | $              | 590,321 |                  | 634,737
|Standby letters of credit    |  |                | 35,780  |                  | 37,952 
|Commercial letters of credit |  |                | 378     |                  | 472    

Commitments to extend credit are agreements to lend to a customer as long as there is no violation
of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Several of the commitments may expire without being drawn upon. Therefore, the total
commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on managements credit evaluation of the customer.

Commitments to extend credit under overdraft protection agreements are commitments for possible future extensions of credit to existing deposit
customers. These lines of credit are uncollateralized and usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed.

Stand-by letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those letters
of credit are primarily issued to support public and private borrowing arrangements. Substantially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as
that involved in extending loan facilities to customers. The Company generally holds collateral supporting those commitments if deemed necessary.

The Company enters into commercial letters of credit on behalf of its customers which authorize a third party to draw drafts on the Company up to a stipulated amount and with specific terms and conditions. A commercial letter of credit is a
conditional commitment on the part of the Company to provide payment on drafts drawn in accordance with the terms of the commercial letter of credit.



|(8) | Capital Ratios
|--- | --------------

At March 31, 2006 and
December 31, 2005, the Company had leverage ratios of 8.45% and 7.97%, Tier 1 risk-weighted capital ratios of 9.38% and 8.83%, and total risk-weighted capital ratios of 10.63% and 10.08%, respectively. The Company actively monitors its
regulatory capital ratios to ensure that the Company and its bank subsidiaries are well capitalized under the applicable regulatory framework.



14



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##### Table of Contents

|(9) | Business Disposition
|--- | --------------------

On March 1, 2006, the
Company sold substantially all of the assets of its First MainStreet Insurance, Ltd. subsidiary for $3,215,000 and the release of the Company from certain contractual obligations. The sale of the subsidiary did not result in a gain or loss due to a
reallocation of the initial goodwill allocated to First MainStreet Insurance, Ltd. First MainStreet Insurance, Ltd. net income for the three months ended March 31, 2006 of $17,000 is included in income from discontinued operations.



|(10) | Assets Held for Sale and Discontinued Operations
|---- | ------------------------------------------------

Pursuant to the Companys 2005 decision to sell its Collegiate Peaks subsidiary, the Company classified Collegiate Peaks assets and liabilities as held for sale at the lower of cost or fair value as of March 31, 2006 and
December 31, 2005. The following tables present the assets and liabilities of Collegiate Peaks that are presented as held for sale in the consolidated balance sheets at March 31, 2006 and December 31, 2005, and the results of
operations that are presented in discontinued operations for the three months ended March 31, 2006.



|                                                       |  |                |        |                  |   |       
|------------------------------------------------------ |  | -------------- | ------ | ---------------- | - | ------
|                                                       |  | March 31,2006  |        | December 31,2005
|                                                       |  | (In thousands)
|Assets held for sale:                                  |  |                |        |                  |   |       
|Cash and cash equivalents                              |  | $              | 12,870 |                  | $ | 19,869
|Investments                                            |  |                | 17,157 |                  |   | 16,647
|Loans and leases, net                                  |  |                | 47,634 |                  |   | 48,150
|Other intangible assets                                |  |                | 3,504  |                  |   | 3,528 
|Goodwill                                               |  |                | 8,922  |                  |   | 8,922 
|Other assets                                           |  |                | 907    |                  |   | 1,154 
|                                                       |  |                |        |                  |   |       
|Total assets held for sale                             |  | $              | 90,994 |                  | $ | 98,270
|                                                       |  |                |        |                  |   |       
|Liabilities associated with assets held for sale:      |  |                |        |                  |   |       
|Deposits                                               |  | $              | 66,866 |                  | $ | 74,069
|Securities sold under repurchase agreements            |  |                | 4,440  |                  |   | 4,682 
|Other liabilities                                      |  |                | 1,797  |                  |   | 1,666 
|                                                       |  |                |        |                  |   |       
|Total liabilities associated with assets held for sale |  | $              | 73,103 |                  | $ | 80,417
|                                                       |  |                |        |                  |   |       



|                                                |  |                              |       |      |   |      
|----------------------------------------------- |  | ---------------------------- | ----- | ---- | - | -----
|                                                |  | Three months Ended March 31,
|                                                |  | 2006                         |       | 2005
|                                                |  | (In thousands)              
|Interest income                                 |  | $                            | 1,059 |      | $ | 1,081
|Noninterest income                              |  |                              | 91    |      |   | 156  
|Income from discontinued operations, net of tax |  |                              | 325   |      |   | 177  

The Company had a net tax benefit of $123,000 from discontinued operations for the three months ended
March 31, 2006.



|(11) | Subsequent Event
|---- | ----------------

On August 25, 2005, the
Company executed a definitive agreement for the sale of Collegiate Peaks. On April 25, 2006, the Company terminated the definitive agreement. In connection with the termination of the agreement, management of the Company decided to retain
Collegiate Peaks as a separately operating bank subsidiary. Beginning in the 2006 second quarter, Collegiate Peaks will not be reflected as discontinued operations, with its assets and liabilities no longer classified as available for sale.



15



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##### Table of Contents

|ITEM 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

This MD&A should be read together with our unaudited Consolidated Financial Statements and unaudited Statistical Information included elsewhere in this Report and Items 1, 1A, 6, 7, 7A and 8 of our 2005 Annual
Report on Form 10-K. Also, please see the disclosure in the Forward-Looking Statements and Factors that Could Affect Future Results section in this report for certain other factors that could cause actual results or future events to
differ materially from those anticipated in the forward-looking statements included in this report or from historical performance.

Overview

We are a financial holding company and a bank holding company providing banking and other financial services
throughout our targeted Colorado markets to consumers and to small and medium-sized businesses, including the owners and employees of those businesses through our bank subsidiaries. At March 31, 2006, those subsidiaries included Guaranty Bank
and Trust Company, Centennial Bank of the West, and Collegiate Peaks Bank, which was held for sale at March 31, 2006. Unless the context requires otherwise, the terms Company, us, we, and our
refers to Centennial Bank Holdings, Inc. on a consolidated basis. We refer to Guaranty Bank and Trust Company as Guaranty Bank, Centennial Bank of the West as CBW, and Collegiate Peaks Bank as Collegiate Peaks. We refer to Guaranty Bank and CBW as
the Banks.

We offer an array of banking products and services to the communities we serve, including accepting time and demand deposits,
originating commercial loans, real estate loans, including construction loans and mortgage loans, Small Business Administration guaranteed loans and consumer loans. We derive our income primarily from interest received on real estate related loans,
commercial loans and leases and consumer loans and, to a lesser extent, fees from the sale or referral of loans, interest on investment securities and fees received in connection with servicing loan and deposit accounts. Our major operating expenses
are the interest we pay on deposits and borrowings and general operating expenses. We rely primarily on locally generated deposits to provide us with funds for making loans. We are subject to competition from other financial institutions and our
operating results, like those of other financial institutions operating exclusively or primarily in Colorado, are significantly influenced by economic conditions in Colorado, including the strength of the real estate market. In addition, both the
fiscal and regulatory policies of the federal government and regulatory authorities that govern financial institutions and market interest rates also impact our financial condition, results of operations and cash flows.

On October 1, 2005, we consummated our stock-for-stock acquisition of First MainStreet Financial, Ltd., a financial holding company, pursuant to
which its wholly owned subsidiary, First MainStreet Bank, N.A., merged with and into CBW. First MainStreet Financials insurance agency, First MainStreet Insurance, Ltd., was subsequently sold by us on March 1, 2006. The acquisition of
First MainStreet resulted in the issuance of 9,517,727 shares of our common stock. We acquired $245.2 million of loans and $332.8 million of deposits as a result of the First MainStreet acquisition. On November 1, 2005, we completed the
acquisition of Foothills Bank, which was merged into Guaranty Bank. Foothills had $90.8 million in loans and deposits of $114.2 million at consummation of the transaction.

On April 25, 2006, we terminated the definitive agreement to sell Collegiate Peaks. The Company intends to retain Collegiate Peaks as a separately
operating bank subsidiary.



16



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##### Table of Contents

Results of Operations

The following table summarizes certain key financial results for us for the periods indicated:



|                                                    |  |                                   |            |      |   |                                |  |   |           |  
|--------------------------------------------------- |  | --------------------------------- | ---------- | ---- | - | ------------------------------ |  | - | --------- | -
|                                                    |  | Three Months Ended March 31,      |           
|                                                    |  | 2006                              |            | 2005 |   | Change -Favorable(Unfavorable) | 
|                                                    |  | (In thousands, except share data) |           
|Results of Operations:                              |  |                                   |            |      |   |                                |  |   |           |  
|Interest income                                     |  | $                                 | 42,710     |      | $ | 30,043                         |  | $ | 12,667    |  
|Interest expense                                    |  |                                   | 12,803     |      |   | 4,715                          |  |   | (8,088    | )
|                                                    |  |                                   |            |      |   |                                |  |   |           |  
|Net interest income                                 |  |                                   | 29,907     |      |   | 25,328                         |  |   | 4,579     |  
|Provision for loan losses                           |  |                                   |           |      |   | 1,700                          |  |   | 1,700     |  
|                                                    |  |                                   |            |      |   |                                |  |   |           |  
|Net interest income after provision for loan losses |  |                                   | 29,907     |      |   | 23,628                         |  |   | 6,279     |  
|Noninterest income                                  |  |                                   | 3,112      |      |   | 2,578                          |  |   | 534       |  
|Noninterest expense                                 |  |                                   | 21,740     |      |   | 24,983                         |  |   | 3,243     |  
|                                                    |  |                                   |            |      |   |                                |  |   |           |  
|Income before income taxes                          |  |                                   | 11,279     |      |   | 1,223                          |  |   | 10,056    |  
|Income tax expense                                  |  |                                   | 3,990      |      |   | 303                            |  |   | (3,687    | )
|                                                    |  |                                   |            |      |   |                                |  |   |           |  
|Income from continuing operations                   |  |                                   | 7,289      |      |   | 920                            |  |   | 6,369     |  
|Income from discontinued operations (net of tax)    |  |                                   | 140        |      |   | 177                            |  |   | (37       | )
|                                                    |  |                                   |            |      |   |                                |  |   |           |  
|Net income                                          |  | $                                 | 7,429      |      | $ | 1,097                          |  | $ | 6,332     |  
|                                                    |  |                                   |            |      |   |                                |  |   |           |  
|Share Data:                                         |  |                                   |            |      |   |                                |  |   |           |  
|Basic earnings per share                            |  | $                                 | 0.13       |      | $ | 0.02                           |  | $ | 0.11      |  
|Diluted earnings per share                          |  | $                                 | 0.13       |      | $ | 0.02                           |  | $ | 0.11      |  
|Average shares outstanding                          |  |                                   | 59,057,264 |      |   | 52,332,996                     |  |   | 6,724,268 |  
|Diluted average shares outstanding                  |  |                                   | 59,240,780 |      |   | 52,332,996                     |  |   | 6,907,784 |  

Net income increased to $7.4 million for the three months ended March 31, 2006 from $1.1
million for the three months ended March 31, 2005. Several factors significantly contributed to this change in net income. In the first three months of 2005, we incurred a charge of $4.9 million for change of control and retention bonuses
related to the December 31, 2004 acquisition of Guaranty Corporation. We recorded a provision for loan losses of $1.7 million in the 2005 first quarter. No provision was taken in the 2006 first quarter based on managements assessment of
the adequacy of the allowance. Our 2006 first quarter net interest income, noninterest income, and noninterest expense categories, when compared to the 2005 first quarter, have all been impacted by the 2005 fourth quarter acquisitions of First
MainStreet and Foothills Bank.

Net Interest Income and Net Interest Margin

The three months ended March 31, 2006 resulted in net interest income of $29.9 million, an increase of $4.6 million from the three months ended
March 31, 2005. Interest income and interest expense increased due to the rising rate environment and the acquisitions of First MainStreet and Foothills Bank during the 2005 fourth quarter.

Interest income increased $12.7 million, while interest expense increased $8.1 million from the 2005 first quarter. Average interest-earning assets
increased by $0.4 billion from March 31, 2005 to $2.2 billion as of March 31, 2006. The acquisitions of First MainStreet and Foothills Bank during the 2005 fourth quarter contributed significantly to increases in interest income, interest
expense, and average interest-earning assets.

Our net interest margin declined from 5.6% for the three months ended March 31, 2005 to
5.4% for the three months ended March 31, 2006. The rising interest rate environment led to an increased yield on earning assets and the cost of interest-bearing liabilities. The increase in the cost of funding was greater than the increased
yield on



17



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##### Table of Contents

earning assets for the three months ended March 31, 2006 compared to the three months ended March 31, 2005, resulting in the decline in our net
interest margin.

The average yield on our interest-earning assets increased to 7.8 % for the first quarter 2006 from 6.7% for the
2005 first quarter. The increase in the average yield on the loan portfolio accounts for the majority of this increase, contributing 98 basis points to this ratio.

The average cost on our interest-bearing liabilities increased to 3.1% during the 2006 first quarter from 1.5% during the 2005 first quarter. Interest-bearing deposit costs increased 1.5% from March 31, 2005 to
March 31, 2006. Our average cost of interest bearing deposits increased due to the effect of the rising interest rate environment. The rising interest rate environment has also affected the cost of our borrowings, which increased from 3.7% for
the three months ended March 31, 2005 to 5.7% for the three months ended March 31, 2006.

The following table presents, for the
periods indicated, average assets, liabilities and stockholders equity, as well as the net interest income from average interest-earning assets and the resultant annualized yields expressed in percentages. Nonaccrual loans are included in the
calculation of average loans while nonaccrued interest thereon is excluded from the computation of yields earned.



|                                           |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|------------------------------------------ |  | --------------------------------- | --------- | ------------------------ | --------------------------------- | ------------------- |  | ---- | -------------- |  | ------------------------ | --------- | ------------------- | - | ------ |  | ---- | -
|                                           |  | Three Months Ended March 31, 2006 |           |                          | Three Months Ended March 31, 2005 |                    
|                                           |  | AverageBalance                    |           | InterestIncome orExpense |                                   | AverageYield orCost |  |      | AverageBalance |  | InterestIncome orExpense |           | AverageYield orCost |  
|                                           |  | (Dollars in thousands)            |          
|ASSETS:                                    |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Interest-earning assets:                   |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Gross loans, net of unearned fees(1)(2)(3) |  | $                                 | 2,048,380 |                          | $                                 | 40,521              |  | 8.02 | %              |  | $                        | 1,642,497 |                     | $ | 28,497 |  | 7.04 | %
|Investment securities(1):                  |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Taxable                                    |  |                                   | 72,893    |                          |                                   | 776                 |  | 4.32 | %              |  |                          | 98,676    |                     |   | 299    |  | 1.23 | %
|Tax-exempt                                 |  |                                   | 72,933    |                          |                                   | 911                 |  | 5.07 | %              |  |                          | 37,286    |                     |   | 491    |  | 5.34 | %
|Equity Securities(4)                       |  |                                   | 28,733    |                          |                                   | 427                 |  | 6.03 | %              |  |                          | 14,180    |                     |   | 171    |  | 4.89 | %
|Other earning assets                       |  |                                   | 6,044     |                          |                                   | 75                  |  | 5.03 | %              |  |                          | 31,280    |                     |   | 585    |  | 7.58 | %
|                                           |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Total interest-earning assets              |  |                                   | 2,228,983 |                          |                                   | 42,710              |  | 7.77 | %              |  |                          | 1,823,919 |                     |   | 30,043 |  | 6.68 | %
|                                           |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Nonearning assets:                         |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Cash and due from banks                    |  |                                   | 78,425    |                          |                                   |                     |  |      |                |  |                          | 54,764    |                     |   |        |  |      |  
|Other assets                               |  |                                   | 622,304   |                          |                                   |                     |  |      |                |  |                          | 513,172   |                     |   |        |  |      |  
|                                           |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Total assets                               |  | $                                 | 2,929,712 |                          |                                   |                     |  |      |                |  | $                        | 2,391,855 |                     |   |        |  |      |  
|                                           |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|LIABILITIES AND STOCKHOLDERS EQUITY:      |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Interest-bearing liabilities:              |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Deposits:                                  |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Interest-bearing demand                    |  | $                                 | 173,758   |                          | $                                 | 152                 |  | 0.35 | %              |  | $                        | 115,491   |                     | $ | 90     |  | 0.32 | %
|Money Market                               |  |                                   | 587,737   |                          |                                   | 4,215               |  | 2.91 | %              |  |                          | 532,462   |                     |   | 1,718  |  | 1.31 | %
|Savings                                    |  |                                   | 99,187    |                          |                                   | 184                 |  | 0.75 | %              |  |                          | 84,134    |                     |   | 146    |  | 0.70 | %
|Time certificates of deposit               |  |                                   | 612,721   |                          |                                   | 5,603               |  | 3.71 | %              |  |                          | 454,302   |                     |   | 1,674  |  | 1.49 | %
|                                           |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Total interest-bearing deposits            |  |                                   | 1,473,403 |                          |                                   | 10,154              |  | 2.79 | %              |  |                          | 1,186,389 |                     |   | 3,628  |  | 1.25 | %
|Borrowings:                                |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Repurchase agreements                      |  |                                   | 23,359    |                          |                                   | 239                 |  | 4.15 | %              |  |                          | 28,156    |                     |   | 150    |  | 2.16 | %
|Federal funds purchased                    |  |                                   | 1,436     |                          |                                   | 22                  |  | 6.21 | %              |  |                          | 3,630     |                     |   | 27     |  | 3.02 | %
|Subordinated debentures                    |  |                                   | 41,256    |                          |                                   | 847                 |  | 8.33 | %              |  |                          | 41,945    |                     |   | 553    |  | 5.35 | %
|Borrowings                                 |  |                                   | 136,059   |                          |                                   | 1,541               |  | 4.59 | %              |  |                          | 45,196    |                     |   | 357    |  | 3.20 | %
|                                           |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Total interest-bearing liabilities         |  |                                   | 1,675,513 |                          |                                   | 12,803              |  | 3.10 | %              |  |                          | 1,305,316 |                     |   | 4,715  |  | 1.46 | %
|                                           |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Noninterest bearing liabilities:           |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Demand deposits                            |  |                                   | 540,189   |                          |                                   |                     |  |      |                |  |                          | 475,412   |                     |   |        |  |      |  
|Other liabilities                          |  |                                   | 112,620   |                          |                                   |                     |  |      |                |  |                          | 93,487    |                     |   |        |  |      |  
|                                           |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Total liabilities                          |  |                                   | 2,328,322 |                          |                                   |                     |  |      |                |  |                          | 1,874,215 |                     |   |        |  |      |  
|Stockholders equity                       |  |                                   | 601,390   |                          |                                   |                     |  |      |                |  |                          | 517,640   |                     |   |        |  |      |  
|                                           |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Total liabilities and stockholders equity |  | $                                 | 2,929,712 |                          |                                   |                     |  |      |                |  | $                        | 2,391,855 |                     |   |        |  |      |  
|                                           |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Net interest income                        |  |                                   |           |                          | $                                 | 29,907              |  |      |                |  |                          |           |                     | $ | 25,328 |  |      |  
|                                           |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  
|Net interest margin                        |  |                                   |           |                          |                                   |                     |  | 5.44 | %              |  |                          |           |                     |   |        |  | 5.63 | %
|                                           |  |                                   |           |                          |                                   |                     |  |      |                |  |                          |           |                     |   |        |  |      |  



|(1) | Yields on loans and securities have not been adjusted to a tax-equivalent basis.
|--- | --------------------------------------------------------------------------------



|(2) | Includes average nonaccrual loans of $17.7 million and $11.6 million for the three months ended March 31, 2006 and 2005, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------



|(3) | Net loan fees of $2.0 million and $2.3 million for the three months ended March 31, 2006 and 2005 are included in the yield computation.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------



|(4) | Includes Bankers Bank of the West stock, Federal Agricultural Mortgage Corporation (Farmer Mac) stock, Federal Reserve Bank stock and Federal Home Loan Bank stock.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



18



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##### Table of Contents

The following table presents the dollar amount of changes in interest income and interest expense for the
major categories of our interest-earning assets and interest-bearing liabilities. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to changes in
volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). 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.



|                             |  |                                                                               |        |   |      |   |        |        |  |   |       |  
|---------------------------- |  | ----------------------------------------------------------------------------- | ------ | - | ---- | - | ------ | ------ |  | - | ----- | -
|                             |  | Three Months Ended March 31, 2006Compared to Three Months EndedMarch 31, 2005 |       
|                             |  | Net Change                                                                    |        |   | Rate |   |        | Volume | 
|                             |  | (In thousands)                                                                |       
|Interest income:             |  |                                                                               |        |   |      |   |        |        |  |   |       |  
|Loans held for investment    |  | $                                                                             | 12,024 |   |      | $ | 4,352  |        |  | $ | 7,672 |  
|Investment securities:       |  |                                                                               |        |   |      |   |        |        |  |   |       |  
|Taxable                      |  |                                                                               | 477    |   |      |   | 532    |        |  |   | (55   | )
|Tax-exempt                   |  |                                                                               | 420    |   |      |   | (24    | )      |  |   | 444   |  
|Equity Securities            |  |                                                                               | 256    |   |      |   | 47     |        |  |   | 209   |  
|Other earning assets         |  |                                                                               | (510   | ) |      |   | (150   | )      |  |   | (360  | )
|                             |  |                                                                               |        |   |      |   |        |        |  |   |       |  
|Total interest income        |  |                                                                               | 12,667 |   |      |   | 4,757  |        |  |   | 7,910 |  
|Interest expense:            |  |                                                                               |        |   |      |   |        |        |  |   |       |  
|Deposits:                    |  |                                                                               |        |   |      |   |        |        |  |   |       |  
|Interest-bearing demand      |  |                                                                               | 62     |   |      |   | 12     |        |  |   | 50    |  
|Money Market                 |  |                                                                               | 2,497  |   |      |   | 2,302  |        |  |   | 195   |  
|Savings                      |  |                                                                               | 38     |   |      |   | 11     |        |  |   | 27    |  
|Time certificates of deposit |  |                                                                               | 3,929  |   |      |   | 3,180  |        |  |   | 749   |  
|Repurchase agreements        |  |                                                                               | 89     |   |      |   | 109    |        |  |   | (20   | )
|Federal funds purchased      |  |                                                                               | (5     | ) |      |   | (12    | )      |  |   | 7     |  
|Subordinated debentures      |  |                                                                               | 294    |   |      |   | 303    |        |  |   | (9    | )
|Borrowings                   |  |                                                                               | 1,184  |   |      |   | 210    |        |  |   | 974   |  
|                             |  |                                                                               |        |   |      |   |        |        |  |   |       |  
|Total interest expense       |  |                                                                               | 8,088  |   |      |   | 6,115  |        |  |   | 1,973 |  
|                             |  |                                                                               |        |   |      |   |        |        |  |   |       |  
|Net interest income          |  | $                                                                             | 4,579  |   |      | $ | (1,358 | )      |  | $ | 5,937 |  
|                             |  |                                                                               |        |   |      |   |        |        |  |   |       |  

Provision for Loan Losses

The provision for loan losses represents a charge against earnings. The provision is the amount required to maintain the allowance for loan losses at a
level that in our judgment, is adequate to absorb loan losses inherent in the loan portfolio. In periods when an existing allowance for loan losses is determined to exceed the amount required, the allowance for loan losses is reduced, which
decreases the charge to earnings through the provision for loan losses. When an existing allowance for loan losses is deemed to be understated, an additional provision is recorded, resulting in an additional charge to earnings through the provision
for loan losses.

During the 2005 first quarter, we recorded a provision for loan loss of $1.7 million. During the same period of 2006, no
provision was recorded. The provision taken in 2005 was primarily due to the deterioration of a commercial loan, requiring a provision of $0.9 million. In addition, in 2005 we recorded an additional provision of $0.4 million for conditions affecting
our residential real estate portfolio.



19



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##### Table of Contents

Noninterest Income

The following table presents the major categories of noninterest income:



|                                  |  |                              |       |   |                |   |                    |  |   |      |  
|--------------------------------- |  | ---------------------------- | ----- | - | -------------- | - | ------------------ |  | - | ---- | -
|                                  |  | Three months Ended March 31, |      
|                                  |  | 2006                         |       |   | 2005           |   | Increase(Decrease) | 
|                                  |  |                              |       |   | (In thousands) |   |                    | 
|Customer service and other fees   |  | $                            | 2,632 |   |                | $ | 1,929              |  | $ | 703  |  
|Gain (loss) on sale of securities |  |                              | (5    | ) |                |   | 23                 |  |   | (28  | )
|Gain on sale of loans             |  |                              | 314   |   |                |   | 370                |  |   | (56  | )
|Gain (loss) on sale of assets     |  |                              | (91   | ) |                |   | 246                |  |   | (337 | )
|Other                             |  |                              | 262   |   |                |   | 10                 |  |   | 252  |  
|                                  |  |                              |       |   |                |   |                    |  |   |      |  
|Total noninterest income          |  | $                            | 3,112 |   |                | $ | 2,578              |  | $ | 534  |  
|                                  |  |                              |       |   |                |   |                    |  |   |      |  

For the three months ended March 31, 2006, noninterest income was $3.1 million compared to
$2.6 million for the three months ended March 31, 2005.

Service charges and fees related to deposits contributed $0.7 million to the
increase from the 2005 first quarter, with $0.3 million reflecting the result of the 2006 implementation of a new service charge program. The primary driver of the remaining service charges and fees increase was the 2005 fourth quarter acquisitions
of First MainStreet and Foothills Bank. Other noninterest income increased primarily as the result of the $0.2 million sale of our CBW merchant credit card servicing rights during the 2006 first quarter. Partially offsetting these increases to
noninterest income was a net reduction in the gain on sale of assets of $0.3 million. During the 2005 first quarter, we recorded a gain on sale of assets of $0.2 million and during the 2006 first quarter, we incurred a loss on sale of assets of $0.1
million.

Noninterest Expense

The following table presents, for the periods indicated, the major categories of noninterest expense:



|                                            |  |                              |        |                |   |                    |  |   |        |  
|------------------------------------------- |  | ---------------------------- | ------ | -------------- | - | ------------------ |  | - | ------ | -
|                                            |  | Three months Ended March 31, |       
|                                            |  | 2006                         |        | 2005           |   | Increase(Decrease) | 
|                                            |  |                              |        | (In thousands) |   |                    | 
|Salaries and employee benefits              |  | $                            | 11,435 |                | $ | 10,308             |  | $ | 1,127  |  
|Occupancy expense                           |  |                              | 2,052  |                |   | 1,628              |  |   | 424    |  
|Furniture and equipment                     |  |                              | 1,165  |                |   | 785                |  |   | 380    |  
|Amortization of intangible assets           |  |                              | 2,998  |                |   | 3,094              |  |   | (96    | )
|Merger, acquisition and transition expenses |  |                              | 88     |                |   | 4,922              |  |   | (4,834 | )
|Other general and administrative            |  |                              | 4,002  |                |   | 4,246              |  |   | (244   | )
|                                            |  |                              |        |                |   |                    |  |   |        |  
|Total noninterest expense                   |  | $                            | 21,740 |                | $ | 24,983             |  | $ | (3,243 | )
|                                            |  |                              |        |                |   |                    |  |   |        |  

Noninterest expense declined $3.2 million from the three months ended March 31, 2005 to $21.7
million for the three months ended March 31, 2006. The primary cause of this decrease was merger, acquisition and transition expenses of $4.9 million incurred in the 2005 first quarter. The 2005 first quarter merger, acquisition and transition
expenses reflected the acquisition and transition costs associated with the 2004 purchases of our predecessor and Guaranty Corporation, including the payment of severance and retention bonuses. The 2006 first quarter expenses reflected the remaining
integrations associated with the First MainStreet and Foothills Bank acquisitions. Salaries and employee benefits, occupancy expense, and furniture and equipment expense increased by $1.9 million, primarily due to the additional employees and
facilities acquired in the First MainStreet and Foothills Bank acquisitions.



20



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##### Table of Contents

Financial Condition

The following sets forth certain key consolidated balance sheet data:



|                                          |  |                  |           |                     |   |                    |  |   |         |  
|----------------------------------------- |  | ---------------- | --------- | ------------------- | - | ------------------ |  | - | ------- | -
|                                          |  | At March 31,2006 |           | At December 31,2005 |   | Increase(Decrease) | 
|                                          |  | (In thousands)   |          
|Net loans (including loans held for sale) |  | $                | 1,983,882 |                     | $ | 2,046,938          |  | $ | (63,056 | )
|Total assets                              |  |                  | 2,916,510 |                     |   | 2,980,757          |  |   | (64,247 | )
|Deposits                                  |  |                  | 2,077,076 |                     |   | 2,048,352          |  |   | 28,724  |  

Loans

The following table sets forth the amount of our loans outstanding at the dates indicated:



|                                               |  |                |           |   |                  |   |           |                    |  |   |         |   |  |       |   
|---------------------------------------------- |  | -------------- | --------- | - | ---------------- | - | --------- | ------------------ |  | - | ------- | - |  | ----- | --
|                                               |  | March 31,2006  |           |   | December 31,2005 |   |           | Increase(Decrease) |  |   | %Change |  
|                                               |  | (In thousands) |          
|Real estate - mortgage                         |  | $              | 946,202   |   |                  | $ | 934,044   |                    |  | $ | 12,158  |   |  | 1.3   | % 
|Real estate - construction                     |  |                | 221,368   |   |                  |   | 251,648   |                    |  |   | (30,280 | ) |  | (12.0 | )%
|Commercial                                     |  |                | 702,556   |   |                  |   | 724,929   |                    |  |   | (22,373 | ) |  | (3.1  | )%
|Agricultural                                   |  |                | 57,054    |   |                  |   | 71,707    |                    |  |   | (14,653 | ) |  | (20.4 | )%
|Consumer                                       |  |                | 56,986    |   |                  |   | 63,121    |                    |  |   | (6,135  | ) |  | (9.7  | )%
|Leases receivable and other                    |  |                | 25,714    |   |                  |   | 27,004    |                    |  |   | (1,290  | ) |  | (4.8  | )%
|                                               |  |                |           |   |                  |   |           |                    |  |   |         |   |  |       |   
|Total gross loans                              |  |                | 2,009,880 |   |                  |   | 2,072,453 |                    |  |   | (62,573 | ) |  | (3.0  | )%
|Less: allowance for loan losses                |  |                | (26,999   | ) |                  |   | (27,475   | )                  |  |   | 476     |   |  | (1.7  | )%
|Unearned discount                              |  |                | (4,729    | ) |                  |   | (4,860    | )                  |  |   | 131     |   |  | (2.7  | )%
|                                               |  |                |           |   |                  |   |           |                    |  |   |         |   |  |       |   
|Net Loans                                      |  | $              | 1,978,152 |   |                  | $ | 2,040,118 |                    |  | $ | (61,966 | ) |  | (3.0  | )%
|                                               |  |                |           |   |                  |   |           |                    |  |   |         |   |  |       |   
|Loans held for sale at lower of cost or market |  | $              | 5,730     |   |                  | $ | 6,820     |                    |  | $ | (1,090  | ) |  | (16.0 | )%
|                                               |  |                |           |   |                  |   |           |                    |  |   |         |   |  |       |   

As of March 31, 2006, our loan portfolio held for investment was $2.0 billion, reflecting a
$62.0 million decrease from December 31, 2005. This decline in the loan portfolio was primarily due to the increased pace of loan repayments in our commercial and construction real estate portfolio. Our agricultural loan portfolio has declined
due to increased competition. In addition to the loans balances listed above, we had $20.0 million of loans structured as a security and recorded as a security on the balance sheet at March 31, 2006 and December 31, 2005.

Our loans held for sale decreased slightly from $6.8 million at December 31, 2005 to $5.7 million as of March 31, 2006. Our portfolio of loans
held for sale is made up of residential mortgage loans. The majority of this decrease is the result of increasing mortgage rates. The increasing rate environment put downward pressure on the demand for residential mortgage, reducing the mortgage
originations.

Nonperforming Assets

Credit risk related to nonperforming assets arises as a result of lending activities. To manage this risk, we employ frequent monitoring procedures and take prompt corrective action when necessary. We employ a risk
rating system that identifies the overall potential amount of risk associated with each loan in our loan portfolio. This monitoring and rating system is designed to help management determine current and potential problems so that corrective actions
can be taken promptly.

Generally, loans are placed on nonaccrual status when they become 90 days or more past due or at such earlier time
as management determines timely recognition of interest to be in doubt. Accrual of interest is discontinued on a loan when we believe, after considering economic and business conditions and analysis of the borrowers financial condition, that
the collection of interest is doubtful.



21



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##### Table of Contents

The following table summarizes the loans for which the accrual of interest has been discontinued, loans
with payments more than 90 days past due and still accruing interest, loans that have been restructured, and other real estate owned. For reporting purposes, other real estate owned (OREO) consists of all real estate, other than bank
premises, actually owned or controlled by us, including real estate acquired through foreclosure.



|                                                                                           |  |                                 |        |    |                            |   |         |                             |  |   |        |   
|------------------------------------------------------------------------------------------ |  | ------------------------------- | ------ | -- | -------------------------- | - | ------- | --------------------------- |  | - | ------ | --
|                                                                                           |  | At or for the:                  |        |    |                            |  
|                                                                                           |  | Three MonthsEnded March 31,2006 |        |    | Year EndedDecember 31,2005 |   |         | Change fromDecember 31,2005 | 
|Nonaccrual loans                                                                           |  | $                               | 28,746 |    |                            | $ | 29,608  |                             |  | $ | (862   | ) 
|Accruing loans past due 90 days or more                                                    |  |                                 | 1      |    |                            |   | 131     |                             |  |   | (130   | ) 
|Other real estate owned                                                                    |  |                                 | 1,267  |    |                            |   | 1,465   |                             |  |   | (198   | ) 
|                                                                                           |  |                                 |        |    |                            |   |         |                             |  |   |        |   
|Total nonperforming assets                                                                 |  | $                               | 30,014 |    |                            | $ | 31,204  |                             |  | $ | (1,190 | ) 
|                                                                                           |  |                                 |        |    |                            |   |         |                             |  |   |        |   
|Nonperforming loans                                                                        |  | $                               | 28,747 |    |                            | $ | 29,739  |                             |  | $ | (992   | ) 
|Other impaired loans                                                                       |  |                                 | 11,841 |    |                            |   | 20,551  |                             |  |   | (8,710 | ) 
|                                                                                           |  |                                 |        |    |                            |   |         |                             |  |   |        |   
|Total impaired loans                                                                       |  | $                               | 40,588 |    |                            | $ | 50,290  |                             |  | $ | (9,702 | ) 
|Allocated allowance for loan losses                                                        |  |                                 | (9,296 | )  |                            |   | (10,360 | )                           |  |   | 1,064  |   
|                                                                                           |  |                                 |        |    |                            |   |         |                             |  |   |        |   
|Net investment in impaired loans                                                           |  | $                               | 31,292 |    |                            | $ | 39,930  |                             |  |   | (8,638 | ) 
|                                                                                           |  |                                 |        |    |                            |   |         |                             |  |   |        |   
|Charged-off loans                                                                          |  | $                               | (1,091 | )  |                            | $ | (5,541  | )                           |  | $ | 4,450  |   
|Recoveries                                                                                 |  |                                 | 615    |    |                            |   | 1,457   |                             |  |   | (842   | ) 
|                                                                                           |  |                                 |        |    |                            |   |         |                             |  |   |        |   
|Net charge-off loans                                                                       |  | $                               | (476   | )  |                            | $ | (4,084  | )                           |  | $ | 3,608  |   
|                                                                                           |  |                                 |        |    |                            |   |         |                             |  |   |        |   
|Allowance for loan losses to loans, net of deferred fees and costs                         |  |                                 | 1.35   | %  |                            |   | 1.33    | %                           |  |   | 0.02   | % 
|Allowance for credit losses to loans, net of deferred fees and costs                       |  |                                 | 1.38   | %  |                            |   | 1.36    | %                           |  |   | 0.02   | % 
|Allowance for loan losses to nonaccrual loans                                              |  |                                 | 93.92  | %  |                            |   | 92.80   | %                           |  |   | 1.13   | % 
|Allowance for credit losses to nonaccrual loans                                            |  |                                 | 96.42  | %  |                            |   | 95.22   | %                           |  |   | 1.20   | % 
|Allowance for loan losses to nonperforming assets                                          |  |                                 | 89.95  | %  |                            |   | 88.05   | %                           |  |   | 1.91   | % 
|Allowance for loan losses to impaired loans                                                |  |                                 | 66.52  | %  |                            |   | 54.63   | %                           |  |   | 11.89  | % 
|Allowance for credit losses to nonperforming assets                                        |  |                                 | 92.35  | %  |                            |   | 90.35   | %                           |  |   | 2.00   | % 
|Nonperforming assets to loans, net of deferred fees and costs, and other real estate owned |  |                                 | 1.50   | %  |                            |   | 1.51    | %                           |  |   | (0.01  | )%
|Annualized net charge-offs to average loans                                                |  |                                 | (0.09  | )% |                            |   | (0.23   | )%                          |  |   | 0.14   | % 
|Nonaccrual loans to loans, net of deferred fees and costs                                  |  |                                 | 1.43   | %  |                            |   | 1.43    | %                           |  |   | 0.00   | % 

Nonaccrual loans decreased by $0.9 million to $28.7 million at March 31, 2006 from $29.6
million at December 31, 2005, primarily due to pay-downs on three loans during the 2006 first quarter. Additionally, several nonaccrual loans were charged off during the first quarter for $0.8 million. These decreases in nonaccrual balances
were offset by the downgrade of several smaller loans during the first quarter. The largest loan transferred to nonaccrual status was a $0.8 million real estate loan that was acquired with the purchase of Foothills Bank. In addition, $3.3 million of
commercial and real estate loans were transferred to nonaccrual status during the quarter, each with a balance of $0.5 million or less.

Compared to December 31, 2005, other real estate owned decreased $0.2 million from $1.5 million to $1.3 million as of March 31, 2006. However, as the Company goes through the process of working out its existing nonaccrual loans,
it expects other real estate owned to increase.



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##### Table of Contents

Allowance for Loan Losses

The allowance for loan losses is maintained at a level that, in our judgment, is adequate to absorb probable loan losses in the loan portfolio. The amount
of the allowance is based on managements evaluation of the collectibility of the loan portfolio, historical loss experience, and other significant factors affecting loan portfolio collectibility, including the level and trends in delinquent,
nonaccrual and adversely classified loans, trends in volume and terms of loans, levels and trends in credit concentrations, effects of changes in underwriting standards, policies, procedures and practices, national and local economic trends and
conditions, changes in capabilities and experience of lending management and staff, and other external factors including industry conditions, competition and regulatory requirements.

Our methodology for evaluating the adequacy of the allowance for loan losses has two basic elements: first, the identification of impaired loans and the
measurement of an estimated loss for each individual loan identified; and second, estimating an allowance for probable losses on other loans. The specific allowance for impaired loans and the remaining allowance are combined to determine the
required allowance for loan losses. The amount calculated is compared to the actual allowance for loan losses and adjustments are recorded through the provision for loan losses.



|                           |  |                                 |        |  
|-------------------------- |  | ------------------------------- | ------ | -
|                           |  | Three MonthsEnded March 31,2006 |       
|                           |  | (In thousands)                  |       
|Balance, December 31, 2005 |  | $                               | 27,475 |  
|                           |  |                                 |        |  
|Loan charge-offs:          |  |                                 |        |  
|Real estate - mortgage     |  |                                 | 523    |  
|Real estate - construction |  |                                 | 10     |  
|Commercial                 |  |                                 | 442    |  
|Agricultural               |  |                                 | 21     |  
|Consumer                   |  |                                 | 23     |  
|Lease receivable and other |  |                                 | 72     |  
|                           |  |                                 |        |  
|Total loan charge offs     |  |                                 | 1,091  |  
|                           |  |                                 |        |  
|Recoveries:                |  |                                 |        |  
|Real estate - mortgage     |  |                                 | 44     |  
|Real estate - construction |  |                                 | 34     |  
|Commercial                 |  |                                 | 483    |  
|Agricultural               |  |                                 |       |  
|Consumer                   |  |                                 | 53     |  
|Lease receivable and other |  |                                 | 1      |  
|                           |  |                                 |        |  
|Total loan recoveries      |  |                                 | 615    |  
|                           |  |                                 |        |  
|Net loan charge-offs       |  |                                 | (476   | )
|Provision for loan losses  |  |                                 |       |  
|                           |  |                                 |        |  
|Balance, March 31, 2006    |  | $                               | 26,999 |  
|                           |  |                                 |        |  

The allowance for loan losses of $27.0 million at March 31, 2006 represented 1.4% of total
loans and 93.9% of nonperforming loans as of that date. At December 31, 2005, the allowance for loan losses of $27.5 million was 1.3% of the 2005 average loans held for investment and 92.4% of nonperforming loans. The expected loss on our loan
portfolio is influenced by the collateral value associated with our loans. Nonperforming loans with high collateral value to loan value require a relatively smaller reserve than uncollateralized loans or loans with minimal collateral coverage. At
March 31, 2006, our nonperforming loans continued to have estimated collateral values in relation to loan values that allow for an allowance to nonperforming loan ratio of less than 100%.

Investment Securities

We manage our
investment portfolio principally to provide liquidity and balance our overall interest rate risk. To a lesser extent, we manage our investment portfolio to provide earnings with a view to minimizing credit risk.



23



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##### Table of Contents

The carrying value of our portfolio of investment securities at March 31, 2006 and December 31,
2005 was as follows:



|                                                 |  |                |         |                  |   |                    |  |   |         |   |  |       |   
|------------------------------------------------ |  | -------------- | ------- | ---------------- | - | ------------------ |  | - | ------- | - |  | ----- | --
|                                                 |  | March 31,2006  |         | December 31,2005 |   | Increase(Decrease) |  |   | %Change |  
|                                                 |  | (In thousands) |        
|Securities available-for-sale:                   |  |                |         |                  |   |                    |  |   |         |   |  |       |   
|U.S. Treasury securities                         |  | $              | 10,026  |                  | $ | 13,076             |  | $ | (3,050  | ) |  | (30.4 | )%
|U.S. Government agencies                         |  |                | 5,361   |                  |   | 5,367              |  |   | (6      | ) |  | (0.1  | )%
|Obligations of states and political subdivisions |  |                | 72,644  |                  |   | 72,893             |  |   | (249    | ) |  | (0.3  | )%
|Mortgage backed securities                       |  |                | 46,012  |                  |   | 50,043             |  |   | (4,031  | ) |  | (8.8  | )%
|Marketable equity securities                     |  |                | 1,703   |                  |   | 1,702              |  |   | 1       |   |  | 0.1   | % 
|                                                 |  |                |         |                  |   |                    |  |   |         |   |  |       |   
|Total securities available-for-sale              |  | $              | 135,746 |                  | $ | 143,081            |  | $ | (7,335  | ) |  | (5.4  | )%
|                                                 |  |                |         |                  |   |                    |  |   |         |   |  |       |   
|Securities held-to-maturity:                     |  |                |         |                  |   |                    |  |   |         |   |  |       |   
|Mortgage-backed                                  |  | $              | 5,782   |                  | $ | 5,798              |  | $ | (16     | ) |  | (0.3  | )%
|                                                 |  |                |         |                  |   |                    |  |   |         |   |  |       |   
|Bank stocks, at cost                             |  | $              | 30,135  |                  | $ | 26,874             |  | $ | 3,261   |   |  | 10.8  | % 
|                                                 |  |                |         |                  |   |                    |  |   |         |   |  |       |   

The carrying value of our investment securities at March 31, 2006 was $171.7 million,
compared to December 31, 2005 of $175.8 million. The decrease in the portfolio is due to the maturity of several U.S. Treasury securities with a principal balance of $3.0 million and $4.0 million of maturities and paydowns on mortgage backed
securities. These maturities were offset by an increase of $3.3 million in bank stocks. Additional Federal Reserve Bank stock was purchased based on the increase in capital and surplus at Centennial Bank of the West after the acquisition of First
MainStreet. At March 31, 2006 and December 31, 2005, $20.0 million of loans structured as a security were reflected as securities available-for-sale.

Deposits

At the end of the 2006 first quarter, deposits were $2.1 billion, which reflects an
increase of $28.7 million from December 31, 2005. As of March 31, 2006, deposits increased $410.3 million, or 25%, over the 2005 first quarter. The acquisitions of First MainStreet and Foothills Bank contributed $447.0 million in deposits.



|                             |  |                        |           |           |                      |   |         |   |           |  |        |  
|---------------------------- |  | ---------------------- | --------- | --------- | -------------------- | - | ------- | - | --------- |  | ------ | -
|                             |  | At March 31, 2006      |           |           | At December 31, 2005 |  
|                             |  | Balance                |           | % ofTotal |                      |   | Balance |   | % ofTotal | 
|                             |  | (Dollars in thousands) |          
|Noninterest bearing deposits |  | $                      | 592,509   |           | 28.53                | % |         | $ | 593,811   |  | 28.99  | %
|Interest bearing demand      |  |                        | 186,493   |           | 8.98                 | % |         |   | 160,283   |  | 7.82   | %
|Money market                 |  |                        | 620,228   |           | 29.86                | % |         |   | 561,747   |  | 27.42  | %
|Savings                      |  |                        | 98,379    |           | 4.74                 | % |         |   | 99,496    |  | 4.86   | %
|Time                         |  |                        | 579,467   |           | 27.89                | % |         |   | 633,015   |  | 30.91  | %
|                             |  |                        |           |           |                      |   |         |   |           |  |        |  
|                             |  | $                      | 2,077,076 |           | 100.00               | % |         | $ | 2,048,352 |  | 100.00 | %
|                             |  |                        |           |           |                      |   |         |   |           |  |        |  

Borrowings and Subordinated Debentures

At March 31, 2006, our outstanding borrowings were $57.2 million. These borrowings consisted of $33.1 million and $14.9 million on a line of credit
and term notes at the Federal Home Loan Bank, respectively, $8.2 million on a U.S. Bank revolving credit agreement, and a $1.0 million Treasury Tax and Loan balance.

Our maximum credit allowance for total borrowings at the Federal Home Loan Bank as of March 31, 2006 was $316.8 million. The interest rate on the line of credit varies with the federal funds rate. The term notes
have



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##### Table of Contents

fixed interest rates that range from 2.52% to 6.22%. We have a blanket pledge and security agreement with the Federal Home Loan Bank, which encompasses
certain loans and securities as collateral for these borrowings.

We have a $70 million revolving credit agreement, as amended, with U.S.
Bank National Association that contains financial covenants, including maintaining a minimum return on average assets, a maximum nonperforming assets to total loans ratio and regulatory capital ratios that permit the Company to qualify as
well-capitalized. As of March 31, 2006, the Company had $8.2 million drawn on this line at a rate of 6.05% and was in compliance with all debt covenants, as amended. The interest rate varies based on a spread over the federal funds rate. The
line of credit is secured by stock of Guaranty Bank. U.S. Bank performs various banking services for the Company for which they receive usual and customary fees.

At March 31, 2006, we had a $41,239,000 aggregate principal balance of subordinated debentures outstanding with a weighted average cost of 8.6%. The subordinated debentures were issued in four separate series.
Each issuance has a maturity of thirty years from its date of issue. The subordinated debentures were issued to trusts established by us, which in turn issued $40 million of trust preferred securities. Generally and with certain limitations, the
Company is permitted to call the debentures subsequent to the first five or ten years, as applicable, after issue if certain conditions are met, or at any time upon the occurrence and continuation of certain changes in either the tax treatment or
the capital treatment of the trusts, the debentures or the preferred securities.

Capital Resources

Current risk-based regulatory capital standards generally require banks and bank holding companies to maintain a ratio of core or Tier
1 capital (consisting principally of common equity) to risk-weighted assets of at least 4%, a ratio of Tier 1 capital to average total assets (leverage ratio) of at least 4% and a ratio of total capital (which includes Tier 1 capital plus
certain forms of subordinated debt, a portion of the allowance for loan losses and preferred stock) to risk-weighted assets of at least 8%. Risk-weighted assets are calculated by multiplying the balance in each category of assets by a risk factor,
which ranges from zero for cash assets and certain government obligations to 100% for high-risk loans, and adding the products together.

At March 31, 2006, the Company had a leverage ratio of 8.45%, Tier 1 risk-weighted capital ratio of 9.38% and total risk-weighted capital ratio of 10.63%. The Company actively monitors its regulatory capital ratios to ensure that the
Company and its bank subsidiaries are well capitalized under the applicable regulatory framework.

Contractual Obligations and
Off-Balance Sheet Arrangements

The Company is a party to credit-related financial instruments with off-balance sheet risk in the normal
course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, stand-by letters of credit and commercial letters of credit. Such commitments involve, to varying degrees, elements of
credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

The Companys exposure to credit
loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments.

At the dates indicated, the following financial instruments were outstanding whose contract amounts represented credit risk:



|                             |  |                |         |                  |   |        
|---------------------------- |  | -------------- | ------- | ---------------- | - | -------
|                             |  | March 31,2006  |         | December 31,2005
|                             |  | (In thousands)
|Commitments to extend credit |  | $              | 590,321 |                  | $ | 634,737
|Standby letters of credit    |  |                | 35,780  |                  |   | 37,952 
|Commercial letters of credit |  |                | 378     |                  |   | 472    
|                             |  |                |         |                  |   |        
|Totals                       |  | $              | 626,479 |                  | $ | 673,161
|                             |  |                |         |                  |   |        



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##### Table of Contents

Liquidity

Based on our existing business plan, we believe that our level of liquid assets is sufficient to meet our current and presently anticipated funding needs.

We rely on dividends from our Banks as a primary source of liquidity for the holding company. We plan to continue to utilize the available dividends from
the Banks for holding company operations, subject to regulatory and other restrictions. In general, the Banks are able to dividend earnings to the holding company, subject to the Banks maintaining a well-capitalized ratio. We require liquidity for
the payment of interest on the subordinated debentures, for operating expenses, principally salaries and benefits, for repurchases of our common stock, and, if declared by our board of directors, for the payment of dividends to our stockholders.

The Banks rely on deposits as their principal source of funds and, therefore, must be in a position to service depositors needs as
they arise. Our deposits tend to be cyclical, decreasing at the beginning of the year and ramping up during the balance of the year. In addition, while fluctuations in the balances of a few large depositors may cause temporary increases and
decreases in liquidity from time to time, we have not experienced difficulty in dealing with such fluctuations from existing liquidity sources.

Liquid assets represented approximately 8.6% of total assets at March 31, 2006. We believe that if the level of liquid assets (our primary liquidity) does not meet our liquidity needs, other available sources of liquid assets (our
secondary liquidity), including the purchase of federal funds, sales of securities under agreements to repurchase, sales of loans, discount window borrowings from the Federal Reserve Bank and our lines of credit with the Federal Home Loan Bank of
Topeka and U.S. Bank, could be employed to meet those current and presently anticipated funding needs.

Application of Critical
Accounting Policies and Accounting Estimates

Our accounting policies are integral to understanding the financial results reported. Our
most complex accounting policies require managements judgment to ascertain the valuation of assets, liabilities, commitments and contingencies. We have established detailed policies and control procedures that are intended to ensure valuation
methods are well controlled and consistently applied from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The following is a brief
description of our current accounting policies that we believe are critical and involve significant management judgment.

Allowance for
Loan Losses The loan portfolio is the largest category of assets on our balance sheets. We determine probable losses inherent in our loan portfolio and establish an allowance for those losses by considering factors including historical
loss rates, expected cash flows and estimated collateral values. In assessing these factors, we use organizational history and experience with credit decisions and related outcomes. The allowance for loan losses represents our best estimate of
losses inherent in the existing loan portfolio. The allowance for loan losses is increased by the provision for loan losses charged to expense and reduced by loans charged off, net of recoveries. We evaluate our allowance for loan losses quarterly.
If our underlying assumptions later prove to be inaccurate based on subsequent loss evaluations, the allowance for loan losses is adjusted.

We estimate the appropriate level of allowance for loan losses by separately evaluating impaired and nonimpaired loans. A specific allowance is assigned to an impaired loan when expected cash flows or collateral do not justify the carrying
amount of the loan. The methodology used to assign an allowance to a nonimpaired loan is much more subjective. Generally, the allowance assigned to nonimpaired loans is determined by applying historical loss rates to existing loans with similar risk
characteristics and by exercising judgment to assess the impact of factors such as changes in economic conditions, changes in credit policies or underwriting standards, and changes in the level of credit risk associated with specific industries and
markets. Because the economic and business climate in any given industry or market, and its impact on any given borrower, can change rapidly, the risk profile of the loan portfolio is continually assessed and adjusted when appropriate.
Notwithstanding these procedures, there still exists the possibility that our assessment could prove to be significantly incorrect and that an immediate adjustment to the allowance for loan losses would be required.

We estimate the appropriate level of loan loss allowance by conducting a detailed review of a significant number of much smaller portfolio segments that
comprise the consumer and commercial loan portfolios. We segment the loan portfolio into as many components as practical. Each component would normally have similar characteristics, such as risk classification, past due status, type of loan,
industry or collateral. The risk profile of certain segments of the loan portfolio may be improving, while the risk profile of others may be deteriorating. As a



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result, changes in the appropriate level of the allowance for different segments may offset one another. Adjustments to the allowance represent the impact
from the analysis of all loan segments.

Investment in Debt and Equity Securities We classify our investments in debt and
equity securities as either held-to-maturity or available-for-sale in accordance with Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities. Securities classified as
held-to-maturity are recorded at cost or amortized cost. Available-for-sale securities are carried at fair value. Fair value calculations are based on quoted market prices when such prices are available. If quoted market prices are not available,
estimates of fair value are computed using a variety of techniques, including extrapolation from the quoted prices of similar instruments or recent trades for thinly traded securities, fundamental analysis, or through obtaining purchase quotes. Due
to the subjective nature of the valuation process, it is possible that the actual fair values of these investments could differ from the estimated amounts, thereby affecting our financial position and results of operations. If the estimated value of
investments is less than the cost or amortized cost, we evaluate whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment. If such an event or change has occurred and we
determine that the impairment is other-than-temporary, we expense the impairment of the investment in the period in which the event or change occurred.

Impairment of Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Goodwill is evaluated for impairment annually, unless there are factors present
that may be indicative of a potential impairment, in which case, a goodwill impairment test is performed more frequently than annually. The first step in testing for impairment is to determine the fair value of each reporting unit. If the carrying
amount of any reporting unit exceeds its fair value, an impairment to goodwill is recorded. The evaluation of goodwill involves estimations of discount rates, the timing of projected future cash flows, and utilization of market based valuation
techniques. The assumptions used in the evaluation of goodwill are subject to change with changes in economic conditions and other factors. Changes in assumptions used to evaluate this intangible asset affect its value and could have a material
adverse impact on our results of operations.

This discussion has highlighted those accounting policies that we consider to be critical to
our financial reporting process. However, all the accounting policies are important, and therefore you are encouraged to review each of the policies included in Note 1 to our unaudited condensed consolidated financial statements to gain a better
understanding of how our financial performance is measured and reported.



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|ITEM 3. | Quantitative and Qualitative Disclosure about Market Risk
|------- | ---------------------------------------------------------

Market risk is the risk of loss in a financial instrument arising from adverse changes in market prices and rates, foreign currency exchange rates, commodity prices and equity prices. Our market risk arises primarily from interest rate risk
inherent in our lending and deposit taking activities. To that end, management actively monitors and manages our interest rate risk exposure. We do not have any market risk sensitive instruments entered into for trading purposes. We manage our
interest rate sensitivity by matching the re-pricing opportunities on our earning assets to those on our funding liabilities. We use various asset/liability strategies to manage the re-pricing characteristics of our assets and liabilities designed
to ensure that exposure to interest rate fluctuations is limited within our guidelines of acceptable levels of risk-taking. Hedging strategies, including the terms and pricing of loans and deposits and managing the deployment of our securities, are
used to reduce mismatches in interest rate re-pricing opportunities of portfolio assets and their funding sources.

Our Asset Liability
Management Committee, or ALCO, addresses interest rate risk. The committee is comprised of members of our senior management. The ALCO monitors interest rate risk by analyzing the potential impact on the net portfolio of equity value and net interest
income from potential changes in interest rates, and considers the impact of alternative strategies or changes in balance sheet structure. The ALCO manages our balance sheet in part to maintain the potential impact on net portfolio value and net
interest income within acceptable ranges despite changes in interest rates.

Our exposure to interest rate risk is reviewed on at least a
quarterly basis by the ALCO and our board of directors. Interest rate risk exposure is measured using interest rate sensitivity analysis to determine our change in net portfolio value and net interest income in the event of hypothetical changes in
interest rates. If potential changes to net portfolio value and net interest income resulting from hypothetical interest rate changes are not within board-approved limits, the board may direct management to adjust the asset and liability mix to
bring interest rate risk within board-approved limits.

We monitor and evaluate our interest rate risk position on a quarterly basis using
traditional gap analysis, earnings at risk analysis and economic value at risk analysis under 100 and 200 basis point change scenarios. Each of these analyses measures different interest rate risk factors inherent in the balance sheet. Traditional
gap analysis, although not a complete view of these risks, provides a fair representation of our current interest rate risk exposure.

Gap Analysis A traditional measure of a financial institutions interest rate risk is the static gap analysis. Traditional gap analysis calculates the dollar amount of mismatches between assets and liabilities, at certain
time periods, whose interest rates are subject to repricing at their contractual maturity date or repricing period. A static gap is the difference between the amount of assets and liabilities that are expected to mature or re-price within a specific
period. Generally, a positive gap benefits an institution during periods of rising interest rates, and a negative gap benefits an institution during periods of declining interest rates.



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At March 31, 2006, we had a negative gap of $7.5 million, or (0.3)% of our total assets, that would
be subject to repricing within one year, with a total positive gap of $572.4 million, or 19.6% of our total assets. The following table sets forth information concerning repricing opportunities for our interest-earning assets and interest-bearing
liabilities as of March 31, 2006. The amount of assets and liabilities shown within a particular period were determined in accordance with their contractual maturities, except that adjustable rate products are included in the period in which
they are first scheduled to adjust and not in the period in which they mature. Such assets and liabilities are classified by the earlier of their maturity or repricing date:



|                                                               |  |                        |           |   |                   |   |         |             |  |   |             |   |  |                  |         |   |       |   |           |   |  |   |          
|-------------------------------------------------------------- |  | ---------------------- | --------- | - | ----------------- | - | ------- | ----------- |  | - | ----------- | - |  | ---------------- | ------- | - | ----- | - | --------- | - |  | - | ---------
|                                                               |  | Less Than 3 Months     |           |   | 3 Monthsto 1 Year |   |         | 1 to 5Years |  |   | Over 5Years |   |  | NonrateSensitive |         |   | Total
|                                                               |  | (Dollars in thousands)
|Interest-bearing cash and cash equivalents                     |  | $                      | 36,622    |   |                   | $ |        |             |  | $ |            |   |  | $                |        |   |       | $ |          |   |  | $ | 36,622   
|Investment securities                                          |  |                        | 27,120    |   |                   |   | 21,761  |             |  |   | 28,933      |   |  |                  | 63,714  |   |       |   | 30,135    |   |  |   | 171,663  
|Loans, gross                                                   |  |                        | 1,177,929 |   |                   |   | 237,260 |             |  |   | 454,856     |   |  |                  | 112,743 |   |       |   | 28,093    |   |  |   | 2,010,881
|All other assets                                               |  |                        | 37,860    |   |                   |   | 9,330   |             |  |   | 20,928      |   |  |                  | 7,314   |   |       |   | 621,912   |   |  |   | 697,344  
|                                                               |  |                        |           |   |                   |   |         |             |  |   |             |   |  |                  |         |   |       |   |           |   |  |   |          
|Totals                                                         |  | $                      | 1,279,531 |   |                   | $ | 268,351 |             |  | $ | 504,717     |   |  | $                | 183,771 |   |       | $ | 680,140   |   |  | $ | 2,916,510
|                                                               |  |                        |           |   |                   |   |         |             |  |   |             |   |  |                  |         |   |       |   |           |   |  |   |          
|Deposits                                                       |  | $                      | 1,070,227 |   |                   | $ | 346,449 |             |  | $ | 66,916      |   |  | $                |        |   |       | $ | 593,484   |   |  | $ | 2,077,076
|Assets under repurchase agreements and federal funds purchases |  |                        | 26,158    |   |                   |   |        |             |  |   |            |   |  |                  |        |   |       |   |          |   |  |   | 26,158   
|Borrowings                                                     |  |                        | 48,979    |   |                   |   | 8,234   |             |  |   |            |   |  |                  |        |   |       |   |          |   |  |   | 57,213   
|Subordinated debentures                                        |  |                        |          |   |                   |   |        |             |  |   |            |   |  |                  | 41,239  |   |       |   |          |   |  |   | 41,239   
|All other liabilities                                          |  |                        | 46,049    |   |                   |   | 9,266   |             |  |   | 410         |   |  |                  |        |   |       |   | 55,715    |   |  |   | 111,440  
|Stockholders equity                                           |  |                        |          |   |                   |   |        |             |  |   |            |   |  |                  |        |   |       |   | 603,384   |   |  |   | 603,384  
|                                                               |  |                        |           |   |                   |   |         |             |  |   |             |   |  |                  |         |   |       |   |           |   |  |   |          
|Totals                                                         |  | $                      | 1,191,413 |   |                   | $ | 363,949 |             |  | $ | 67,326      |   |  | $                | 41,239  |   |       | $ | 1,252,583 |   |  | $ | 2,916,510
|                                                               |  |                        |           |   |                   |   |         |             |  |   |             |   |  |                  |         |   |       |   |           |   |  |   |          
|Period gap                                                     |  |                        | 88,118    |   |                   |   | (95,598 | )           |  |   | 437,392     |   |  |                  | 142,532 |   |       |   | (572,443  | ) |  |   |          
|Cumulative gap                                                 |  |                        | 88,118    |   |                   |   | (7,480  | )           |  |   | 429,912     |   |  |                  | 572,444 |   |       |   |           |   |  |   |          
|Cumulative rate sensitive gap %                                |  |                        | 3.0       | % |                   |   | -0.3    | %           |  |   | 14.7        | % |  |                  | 19.6    | % |       |   |           |   |  |   |          



|ITEM 4. | Controls and Procedures
|------- | -----------------------

As of the end of the
period covered by this report, an evaluation was carried out by the Companys management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Companys disclosure controls and
procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934). The Companys disclosure controls were designed to provide a reasonable assurance that information required to be disclosed in reports that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
However, the controls have been designed to provide reasonable assurance of achieving the controls stated goals. Based on that evaluation, the Companys Chief Executive Officer and Chief Financial Officer, have concluded that the
Companys disclosure controls and procedures are effective at March 31, 2006 to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 was (i) accumulated and
communicated to management, including the Companys Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure and (ii) recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission.

There have been no changes in the Companys internal
control over financial reporting (as defined in Rule 15d-15(f) under the Securities Exchange Act of 1934) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.



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PART IIOTHER INFORMATION



|ITEM 1. | Legal Proceedings
|------- | -----------------

On December 31, 2004, an
adversary proceeding was filed against Guaranty Bank in the United States Bankruptcy Court for the District of Colorado, by the trustees of the Will Hoover Company, or the Hoover Company, and William Gordon Hoover, Jr., or Hoover, seeking to avoid
certain transfers that occurred over a four-year period commencing in 1999 under the United States Bankruptcy Code. The trustees allege that certain transfers were made by the Hoover Company and Hoover with actual fraudulent intent, that the
transfers were made for less than reasonably equivalent value and occurred at a time when the Hoover Company and Hoover were insolvent, or were rendered insolvent by the transfers, and that certain other transfers were preferential as to other
creditors, were made for less than reasonably equivalent value or were made by the Hoover Company or Hoover with actual fraudulent intent. On September 7, 2005, the Bankruptcy Court granted in part our motion for summary judgment and dismissed
$8.5 million of the claims relating to alleged transfers for payment of items credited in the check collection process. On November 10, 2005, the trustees filed a motion in District Court requesting reconsideration of the Bankruptcy
Courts order dismissing those claims. On November 21, 2005, the District Court summarily denied the trustees motion. We continue to vigorously contest the remaining claims, which amount to approximately $2.5 million. In the fourth
quarter of 2005, we established a reserve that, after consultation with our counsel, we have determined is appropriate for this litigation.

On July 22, 2005 and August 18, 2005, two separate but similar actions were filed against Guaranty Bank and a former officer in the Denver District Court, Denver, Colorado by investors who provided funds to Hoover, the Hoover
Company or related entities. The investors allege that certain activities of Guaranty Bank and its former officer with respect to the customer relationship with Hoover, the Hoover Company and related entities aided and abetted Hoover and the Hoover
Company in securities violations and violations of the Colorado Organized Crime Control Act and amounted to a civil conspiracy, causing the investors to incur damages. The investors are seeking actual and statutory treble damages against Guaranty
Bank and its former officer. The alleged actual losses claimed in connection with such activities are in excess of $13.1 million. In a series of preliminary rulings in April 2006, the District Court dismissed a number of the claims representing
alleged damages in excess of $1.0 million. We intend to file dispositive motions to address both liability and damage aspects of the investors complaints. We will continue to vigorously defend these actions.

At this time, we cannot determine whether the outcome of the above matters will have a material adverse impact on our consolidated financial position or
results of operations.

In the ordinary course of our business, we are party to various other legal actions, which we believe are
incidental to the operation of our business. Although the ultimate outcome and amount of liability, if any, with respect to these other legal actions to which we are currently a party cannot presently be ascertained with certainty, in the opinion of
management, based upon information currently available to us, any resulting liability is not likely to have a material adverse effect on the Companys consolidated financial position, results of operations or cash flows.



|ITEM 1A. | Risk Factors
|-------- | ------------

In addition to the other information
set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2005, which could materially affect our business,
financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial
also may materially affect our business, financial condition and/or operating results.



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|ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

(a) None.

(b) None.

(c) The following table provides information with respect to purchases made by or on behalf of the Company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common
stock during the 2006 first quarter.



|                                |  |                                   |  |                             |       |                                                                    |         |                                                                                        |          
|------------------------------- |  | --------------------------------- |  | --------------------------- | ----- | ------------------------------------------------------------------ | ------- | -------------------------------------------------------------------------------------- | ---------
|Period                          |  | Total Numberof SharesPurchased(1) |  | Average PricePaid Per Share |       | Total Number ofShares Purchasedas Part ofPubliclyAnnouncedPlans(2) |         | Maximum Numberof Shares that MayYet Be PurchasedUnder the Plans atthe End of thePeriod
|January 1 to January 31, 2006   |  | N/A                               |  |                             | N/A   |                                                                    | N/A     |                                                                                        | N/A      
|February 1 to February 28, 2006 |  | N/A                               |  |                             | N/A   |                                                                    | N/A     |                                                                                        | N/A      
|March 1 to March 31, 2006       |  | 288,600                           |  | $                           | 11.60 |                                                                    | 288,600 |                                                                                        | 2,711,400
|                                |  |                                   |  |                             |       |                                                                    |         |                                                                                        |          
|Total                           |  | 288,600                           |  | $                           | 11.60 |                                                                    | 288,600 |                                                                                        | 2,711,400



|(1) | No shares were purchased other than as part of a publicly announced plan.
|--- | -------------------------------------------------------------------------



|(2) | On March 2, 2006, we announced a stock repurchase program to repurchase up to 3,000,000
shares of our common stock from time to time over a one-year period in the open market or through private transactions.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.



|ITEM 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

None.



|ITEM 5. | Other Information
|------- | -----------------

On April 25, 2006, the
Company amended its 2005 Stock Incentive Plan to not allow option or award repricing unless the Company obtains stockholder approval.

On
May 11, 2006, the Company entered into Amendment No. 2 to the Revolving Credit Agreement with U.S. Bank National Association to eliminate the loan loss reserve financial covenant.

David C. Boyles, President and Chief Operating Officer and director of the Company, has stated that he intends to retire by December 31, 2006, the end of
the term of his employment agreement. The Company is in the process of planning an orderly management transition.



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|ITEM 6. | Exhibits
|------- | --------



|               |  |                                                                                                                                    
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                        
|               | 
|10.1           |  | Amended and Restated 2005 Stock Incentive Plan.                                                                                    
|               | 
|10.2           |  | Amendment No. 2 to Revolving Credit Agreement, dated as of May 11, 2006, between U.S. Bank National Association and the Registrant.
|               | 
|31.1           |  | Section 302 Certification of Chief Executive Officer.                                                                              
|               | 
|31.2           |  | Section 302 Certification of Chief Financial Officer.                                                                              
|               | 
|32.1           |  | Section 906 Certification of Chief Executive Officer.                                                                              
|               | 
|32.2           |  | Section 906 Certification of Chief Financial Officer.                                                                              



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                   |  |  |  |                                                     
|------------------ |  |  |  | ----------------------------------------------------
|Date: May 12, 2006 |  |  |  | CENTENNIAL BANK HOLDINGS, INC.                      
|                   |  | 
|                   |  |  |  | /s/ PAUL W. TAYLOR                                  
|                   |  |  |  | Paul W. Taylor                                      
|                   |  |  |  | Executive Vice President and Chief Financial Officer



33