<PAGE>


                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                               Washington DC 20549

                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

For quarter ended September 30, 1995

Commission file number 0-14506

                     Pioneer American Holding Company, Corp.
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                  23-2319931
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)            

41 North Main Street, Carbondale  PA                     18407
(Address of principal executive offices)               (Zip Code)

                                 (717) 282-2662
               (Registrant's telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by the Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter periods 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 the number of shares outstanding of each of the issuer's classes of
common stock, as the latest practical date.

Common Stock, $10.00 Par Value--1,393,175 common shares as of September 30,
1995.

<PAGE>

                                      INDEX

                     PIONEER AMERICAN HOLDING COMPANY, CORP.

PART I.  FINANCIAL INFORMATION
<TABLE>
<CAPTION>

         Item 1. Financial Statements (Unaudited)
<S>      <C>   

                  Condensed consolidated balance sheets--September 30, 1995,
                    December 31, 1994 and September 30, 1994.....................................Pages 2-3

                  Condensed consolidated statements of income--Three and nine months
                    ended September 30, 1995 and 1994............................................Page  4

                  Condensed consolidated statements of cash flows--Nine months
                    ended September 30, 1995 and 1994............................................Pages 5-6

                  Notes to condensed consolidated financial statements--September 30, 1995.......Pages 7-11

         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations......................................................Pages 12-14

PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings..............................................................Page 15

         Item 2.  Changes in Securities..........................................................Page 15

         Item 3.  Defaults upon Senior Securities................................................Page 15

         Item 4.  Submission of Matters to a Vote of Security Holders............................Page 15

         Item 5.  Other Information..............................................................Page 15

         Item 6.  Exhibits and Reports on form 8-K...............................................Page 15

         SIGNATURES..............................................................................Page 16
</TABLE>

<PAGE>

PIONEER AMERICAN HOLDING COMPANY CORP.
Consolidated Balance Sheets (Unaudited)
<TABLE>
<CAPTION>

                                                                       (Dollars in thousands)                                      
----------------------------------------------------------------------------------------------------------                         
                                                                September 30,  December 31,  September 30,
Assets                                                              1995          1994          1994
----------------------------------------------------------------------------------------------------------
<S>                                                               <C>             <C>           <C>
Cash and due from banks                                           $10,602        11,489        10,659
Federal funds sold                                                  2,900             -         4,250
Mortgage loans held for sale                                            -             -         2,646

Securities available for sale (cost of securities of $56,266
  on September 30, 1995, $53,186 on December 31, 1994
  and $59,554 on September 30, 1994)

  U.S. Treasury securities                                          2,546         3,532         3,616
  Federal agency mortgage based obligations                        20,095        17,012        19,868
  Other obligations of Federal agencies                            31,748        28,199        32,818
  Other securities                                                  1,959         1,724         1,723
----------------------------------------------------------------------------------------------------------
Total securities available for sale                                56,348        50,467        58,025
----------------------------------------------------------------------------------------------------------
Investment securities (approximate market value of
  $45,466 on September 30, 1995, $50,479 on Dec. 31, 1994
  and $51,346 on September 30, 1994)

  U.S. Treasury securities                                            --            415            --
  Other obligations of Federal agencies                            32,714        39,767        39,785
  Obligations of states and political subdivisions                 11,626        12,424        12,467
  Corporate notes                                                     200           299           299
  Other securities                                                     10            10            10
----------------------------------------------------------------------------------------------------------
Total investment securities                                        44,550        52,915        52,561
----------------------------------------------------------------------------------------------------------
Loans, net of unearned discount and deferred loan fees            193,913       179,872       170,103
Allowance for possible loan losses                                 (2,691)       (2,699)       (2,803)
----------------------------------------------------------------------------------------------------------
Net loans                                                         191,222       177,173       167,300
----------------------------------------------------------------------------------------------------------
Accrued interest receivable                                         2,669         3,023         2,532
Premises and equipment                                              3,422         3,462         3,240
Other real estate owned                                               903           824         1,022
Other assets                                                        2,879         2,310         2,875
Cost in excess of fair value of net assets acquired
  (net of accumulated amortization of $827 September 30, 1995,
  $798 December 31, 1994 and $788 September 30, 1994)                 716           745           755
----------------------------------------------------------------------------------------------------------
Total assets                                                     $316,211       302,408       305,865
----------------------------------------------------------------------------------------------------------
</TABLE>
                                       2

<PAGE>

PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Balance Sheets, Continued (Unaudited)
<TABLE>
<CAPTION>
                                                                       (Dollars in thousands)
----------------------------------------------------------------------------------------------------------
                                                                September 30,  December 31,  September 30,
Liabilities and Stockholders' Equity                                1995          1994           1994
----------------------------------------------------------------------------------------------------------
<S>                                                             <C>             <C>          <C>
Deposits:
  Demand - noninterest bearing                                    $33,985        29,157        33,361
  NOW and Super NOW                                                15,351        16,526        16,871
  Savings                                                          52,368        55,333        54,870
  Money Market                                                     20,717        24,824        25,573
  Time                                                            160,903       144,878       145,901
----------------------------------------------------------------------------------------------------------
Total deposits                                                    283,324       270,718       276,576
----------------------------------------------------------------------------------------------------------
Accrued interest payable                                            1,969         1,716         1,506
Dividends payable                                                     418           416           416
Short term borrowings                                                  --         3,150            --
Note payable                                                          275           275           275
Other liabilities                                                   2,188         1,155         1,900
----------------------------------------------------------------------------------------------------------
Total liabilities                                                 288,174       277,430       280,673
----------------------------------------------------------------------------------------------------------
Stockholders' equity:
  Common stock, $10 par value per share,
  25,000,000 shares authorized; 1,393,175 shares on
  September 30, 1995, 1,387,445 on Dec. 31, 1994 and
  1,387,445 on September 30, 1994 issued and outstanding           13,932        13,875        13,874
  Additional paid-in capital                                           35            92            92
  Undivided profits                                                14,016        12,806        12,235
  Net unrealized holding gains (losses) on
    available for sale securities                                      54        (1,795)       (1,009)
----------------------------------------------------------------------------------------------------------
Total stockholders' equity                                         28,037        24,978        25,192
----------------------------------------------------------------------------------------------------------



Total liabilities and stockholders' equity                       $316,211      $302,408      $305,865
----------------------------------------------------------------------------------------------------------

                                        3

</TABLE>

<PAGE>

PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>

                                                                          Three Months Ended               Nine Months Ended
                                                                         (Dollars in thousands)          (Dollars in thousands)
------------------------------------------------------------------------------------------------------------------------------------
                                                                   September 30,     September 30,   September 30,    September 30
                                                                       1995              1994             1995            1994
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                <C>             <C>             <C>
Interest income:
  Interest and fees on loans                                          $4,342           $3,716           12,604           10,721
  Interest on Federal funds sold                                         155               79              245              154
  Interest on investments:
      Taxable                                                          1,392            1,332            4,248            3,415 
      Non-taxable                                                        168              179              517              523
------------------------------------------------------------------------------------------------------------------------------------
Total interest income                                                  6,057            5,306           17,614           14,813
------------------------------------------------------------------------------------------------------------------------------------
Interest expense:
  Interest on other borrowed money & note payable                         45                7              102                7
  Interest on deposits                                                 2,950            2,196            8,247            5,705
------------------------------------------------------------------------------------------------------------------------------------
Total interest expense                                                 2,995            2,203            8,349            5,712
------------------------------------------------------------------------------------------------------------------------------------
Net interest income                                                    3,062            3,103            9,265            9,101

Provision for possible loan losses                                       105               70              315              280
------------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses                    2,957            3,033            8,950            8,821
------------------------------------------------------------------------------------------------------------------------------------
Other operating income:
  Service charges on deposit accounts                                    215              187              622              542
  Gains on sales of securities available for sale                         --               --              179               57
  Gains on calls of securities held to maturity                           --               --                3               --
  Other income                                                           134              148              465              387
------------------------------------------------------------------------------------------------------------------------------------
Total other operating income                                             349              335            1,269              986
------------------------------------------------------------------------------------------------------------------------------------
Other operating expenses:
  Salaries and employee benefits                                       1,062            1,028            3,349            3,111
  Net occupancy expense of bank premises                                 178              158              562              508
  Furniture and equipment expenses                                       142              139              415              403
  Data processing expense                                                 90               86              271              248
  FDIC Insurance                                                         (17)             134              291              402
  Other expenses                                                         642              610            1,953            1,680
------------------------------------------------------------------------------------------------------------------------------------
Total other operating expenses                                         2,097            2,155            6,841            6,352
------------------------------------------------------------------------------------------------------------------------------------
Income before income taxes and cumulative effect of change in
  accounting principle                                                 1,209            1,213            3,378            3,455

Income tax expense                                                       335              325              915              995
------------------------------------------------------------------------------------------------------------------------------------
Net income                                                            $  874              888            2,463            2,460
------------------------------------------------------------------------------------------------------------------------------------
Per Share Data:

Net income per common shares equivalent                               $ 0.60             0.62             1.70             1.72
------------------------------------------------------------------------------------------------------------------------------------
Weighted average common share and share equivalents                1,454,947        1,436,543        1,451,138        1,427,233

</TABLE>

                                        4

<PAGE>


 PIONEER AMERICAN HOLDING COMPANY, CORP 
 Consolidated Statements of Cash Flows (Unaudited) 
<TABLE>
<CAPTION>
                                                                                            Nine Months Ended
                                                                                          (Dollars in thousands)
----------------------------------------------------------------------------------------------------------------------
                                                                                   September 30,       September 30,
                                                                                       1995                1994
----------------------------------------------------------------------------------------------------------------------

 Cash flows from operating activities:
      Net income                                                                      $2,463               $2,460

<S>                                                                                 <C>                      <C>
      Adjustments to reconcile net income to net         
            cash from operating activities:  
                  Net gain on sales of securities available 
                       for sale                                                        (179)                  (57)
                  Net gain on held to maturity securities                                (3)                    -
                  Accretion of discount on securities     
                       and money market investments                                     (51)                  (91)
                  Amortization of premium on investment               
                       securities                                                        126                  124
                  Provision for possible loan losses                                     315                  280
                  Increase (decrease) in deferred loan fees                               57                  (32)
                  Decrease (increase) in accrued interest receivable                     353                 (466)
                  Depreciation and amortization of premises
                       and equipment                                                     608                  521
                  Loss (gain) on sales of premises and equipment                           3                   (1)
                  Loss on sale of other real estate                                       85                   98
                  Gain on lease termination                                                -                  (78)
                  Loss (gain) on sale of mortgage        
                       and PHEAA loans                                                   (37)                  15
                  Increase in other assets                                            (1,520)              (1,103)
                  Amortization of goodwill                                                29                   29
                  Increase in accrued interest payable                                   254                  455
                  Increase in other liabilities                                        1,033                1,008
----------------------------------------------------------------------------------------------------------------------
      Total adjustments to reconcile net income to net cash         
            from operating activities                                                  1,073                       702
----------------------------------------------------------------------------------------------------------------------

 Net cash from operating activities                                                    3,536                     3,162
----------------------------------------------------------------------------------------------------------------------

 Cash flows from investing activities:     
      Proceeds from maturities of investment securities          
            and securities available for sale                                         28,464                     5,896
      Proceeds from sales of securites available for sale                             10,710                     4,270
      Purchases of investment securities and securities       
            available for sale                                                       (33,782)                  (41,995)
      Proceeds from the sale of mortgage and PHEAA loans                               2,229                     6,836
      Net increase in loans made to customers, excluding    
            provision for loan losses and changne in     
            deferred loan fees                                                      (16,972)                   (16,143)
      Acquisition of premises and equipment                                            (581)                      (642)
      Procceds from salcs of premises and equipment                                      10                         17
      Proceeds from sale of other real estate                                           194                        410
----------------------------------------------------------------------------------------------------------------------

 Net cash used in investing activities                                               (9,728)                   (41,351)
----------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       5

<PAGE>

PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statements of Cash Flows, Continued (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                          
                                                                                     Nine Months Ended
                                                                                   (Dollars in thousands)
-----------------------------------------------------------------------------------------------------------------
                                                                              September 30,         September 30,
                                                                                 1995                   1994
-----------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                         <C>
   Cash flows from financing activies:
        Net increase in demand, NOW and Super NOW, 
          savings, money market and time deposits.                            $12,606                   39,020
        Dividends paid                                                         (1,251)                  (1,156)
        Notes payable                                                               -                      275
        Increase in Other borrowed money                                       (3,150)                       -
        Exercise of stock options                                                   -                      149
-----------------------------------------------------------------------------------------------------------------

   Net cash from financing activities                                          8,205                   38,288
-----------------------------------------------------------------------------------------------------------------

   Net increase in cash and cash equivalents                                    2,013                       99

   Cash and cash equivalents at beginning of year                              11,489                   14,810
-----------------------------------------------------------------------------------------------------------------

   Cash and cash equivalents at end of year                                   $13,502                   14,909
-----------------------------------------------------------------------------------------------------------------

   Supplemental Disclosure:         
        Cash payments for interest                                              8,095                    5,250
        Cash payments for income taxes                                            880                    1,104
        Transfer of assets from loans
              to other real estate                                                358                      250
        Net unrealized loss (gain) on securities    
              available for sale                                               (2,801)                   1,009
        Tax effect on unrealized loss (gain)     
              on securities available for sale                                    952                      520

</TABLE>
                                       6

<PAGE>

Notes to Condensed Consolidated Financial Statements

    (1)  Summary of Significant Accounting Policies:

    Business--Pioneer American Holding Company Corp. (the "Company") and its
wholly owned subsidiary, Pioneer American Bank, National Association ("Pioneer")
provide a wide range of banking services to individual and corporate customers
through its branch banks in Lackawanna, Luzerne and Wayne counties in
Pennsylvania. Pioneer is subject to competition from other financial
institutions and other financial services companies. Pioneer is subject to the
regulations of certain federal agencies and undergoes periodic examinations by
those regulatory authorities.

    Basis of Financial Statement Presentation--The accompanying consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles and include the accounts of the Company and its
wholly-owned subsidiary, Pioneer. All material intercompany balances and
transactions between the Company and its subsidiary have been eliminated. In
preparing the financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of
date of the balance sheet and revenues and expenses for the period. Actual
results could differ significantly from those estimates.

    Material estimates that are particularly susceptible to significant change
in the near-term relate to the determination of the allowance for possible loan
losses and the valuation of real estate acquired in connection with foreclosures
or in satisfaction of loans. In connection with the determination of the
allowances for possible loan losses and real estate owned, management obtains
independent appraisals for significant properties to the extent considered
practical.

    Mortgage Loans Held for Sale--The Company has identified certain loans as
held for sale. These loans consist primarily of fixed rate residential mortgages
and are recorded at the lower of cost or estimated market value.

      Securities Available for Sale--Securities available for sale are accounted
for at fair value and the unrealized gains and losses are accounted for as a
separate component of stockholders equity, net of tax.

    Investment Securities Held to Maturity--Investment securities held to
maturity are carried at cost, adjusted for the amortization of the related
premiums or the accretion of the related discounts into interest income using a
method which approximates level-yield over the estimated remaining period until
maturity. The Company believes it has the intent and ability to hold to maturity
its portfolio of investment securities as part of its portfolio of long-term
interest earning assets.

    Interest Revenue and Expenses--Interest revenue and expenses are accrued on
various methods which approximate a level or cost when related to principal
amounts outstanding. Unearned discount on loans is amortized to income by a
method which also approximates a level yield on the principal amounts
outstanding.

    Loan Fees--Loan origination fees and direct loan origination costs are
recognized over the life of the related loan as an adjustment of the loan's
yield.

    Non-accrual Loans--The accrual of interest on loans is discontinued when
payment of principal or interest is considered doubtful of collection. Loans on
which payments are Ninety days or more past due are considered non-accrual
unless the loan is both well secured and in the process of collection. When
interest accrual is discontinued, the interest receivable which was previously
credited to income is reversed.

    Allowance for Possible Loan Losses--The Provision for possible loan losses
charged to operating expenses reflects the amount deemed appropriate by
management to produce a reserve adequate to meet the present risk
characteristics of Pioneer's loan portfolio. Management's judgment is based on
the evaluation of individual loans and their overall risk characteristics, past
experiences with respect to the relationship of its loan losses to the loan
portfolio, the assessment of current economic conditions and other relevant
factors.

    Management believes that the allowance for possible loan losses is adequate.
While management uses available information to make its evaluations, future
adjustments to the allowance may be necessary if economic conditions differ
substantially from the assumptions used in making the evaluations. In addition,
various regulatory agencies, as an integral part of their examination process,
periodically review Pioneer's allowance for possible loan losses. Such agencies
may require Pioneer to recognize additions to the allowances based on their
judgments about information available to them at the time of their examination.

                                       7
<PAGE>

Notes to Condensed Consolidated Financial Statements, continued

    (1)  Summary of Significant Accounting Policies, continued:

    Premises and Equipment--Premises and equipment are stated at cost less
accumulated depreciation and amortization. Depreciation is computed on a
straight-line basis over the estimated lives of the related assets as follows:
building 20-33 years; building and land improvements 5-10 years; equipment 3-12
years; and leasehold improvements over 10-15 years. No depreciation is taken on
capital projects-in-progress until such projects are completed and placed in
service. Maintenance and repairs are charged to operations as incurred.

    Other Real Estate Owned--Other real estate owned consists of real estate
acquired through foreclosure and is stated at the lower of estimated fair value,
less estimated disposal costs, or cost. Allowances for declines in value
subsequent to acquisition were not necessary at both September 30, 1995 and
1994. While management uses the best information available to make its
evaluations, future adjustments to the valuation of other real estate may be
necessary if economic conditions differ significantly from the assumption used
in making the evaluation.

    Cost in Excess of Fair Value of Net Assets Acquired--Cost in excess of fair
value of net assets acquired arose from an acquisition in 1976 and is being
amortized on a straight-line basis over a period of 40 years.

    Income Taxes-- The Company accounts for income taxes in accordance with
Financial Accounting Standards Board (FASB) Statement No. 109, Accounting for
Income Taxes, (SFAS No. 109) Under SFAS No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the periods in which those temporary differences are expected to be
recovered or settled.

    Cash and Cash Equivalents-- For purposes of reporting cash flows, cash and
cash equivalents include cash on hand, amounts due from banks, and Federal funds
sold. Generally, Federal funds are sold for one-day periods.

     Recently Issued Accounting Standards--In 1993, the FASB issued Statement of
Financial Accounting standards (SFAS) No. 114, Accounting by Creditors for
Impairment of Loans. SFAS No. 114 requires certain impaired loans to be measured
based on the present value of expected future cash flows discounted at the
loan's effective interest rate, the loan's market price or the fair value of the
collateral if the loan is collateral dependent. In October 1994, the FASB issued
SFAS No. 118, Accounting by Creditors for Impairment of a Loan - Income
Recognition and Disclosures (SFAS No. 118), which amends SFAS No. 114 and
requires certain related disclosures. Both SFAS No. 114 and 118 were effective
for the Company beginning January 1, 1995 and have been reflected prospectively
from that date. The implementation of these statements did not have a material
effect on the Company's results of operations or financial condition. As of
September 30, 1995, the Company had impaired loans with a total recorded
investment of $5,084,000 and an average recorded investment for the nine-month
period ended September 30,1995, of $4,990,000. As of September 30, 1995, the
amount of recorded investment in impaired loans for which there is a related
allowance for credit losses and amount of the allowance is $383,000 and
$135,000, respectively. The amount of the recorded investment in impaired loans
for which there was no related allowance for credit losses at September 30, 1995
is $4,701,000. The aggregate amount of impaired loans are measured under the
fair value measurement method. For purposes of applying the measurement criteria
for impaired loans under SFAS No. 114, as amended, the Company excludes large
groups of smaller-balance homogeneous loans, primarily consisting of residential
real estate loans and consumer loans, as well as commercial, financial, and
agricultural loans with balance less the $100,000. For applicable loans, the
Company evaluates the need for impairment recognition when a loan becomes
nonaccrual, or earlier if based on management's assessment of the relevant facts
and circumstances, it is probable that a creditor will be unable to collect all
assets due according to the contractual terms of the loan agreement. The
Company's policy for the recognition of interest income on impaired loans is the
same as for nonaccrual loans (described previously). Cash receipts on impaired
loans are not recognized as income, but are applied to principal. Impaired loans
are charged off when the Company determines that foreclosure is probable and the
fair value of the collateral is less than the recorded investment of the
impaired loan. .

       In March 1995, the FASB issued SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.
This statement requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable, and that any related impairment be based on the fair
value of the asset.

                                       8
<PAGE>

Notes to Condensed Consolidated Financial Statements, continued

    (1) Continued:

In addition, long-lived assets to be disposed of must generally be reported at
the lower of carrying amount or fair value, less cost to sell. SFAS No. 121 is
required to be adopted by the Company in 1996. Management does not expect the
adoption of this statement to materially effect the Company's results of
operations or financial condition.

     In May 1995, the FASB issued SFAS No. 122, Accounting for Mortgage
Servicing Rights and Excess Servicing Receivables and for Securitization of
Mortgage Loans. This statement will prospectively require the Company, which
services mortgage loans for others in return for a fee, to recognize these
servicing assets, regardless of how they were acquired. Additionally, the
Company will be required to assess the fair value of these assets at each
reporting date to determine impairment. SFAS No. 122 is required to be adopted
by the Company in 1996. Management does not expect the adoption of this
statement to materially effect the Company's results of operations or financial
condition.

     In October 1995, the FASB issued SFAS No. 123, Accounting for Stock-based
Compensation. This statement encourages the adoption of fair value accounting
for stock options issued to employees. Further, in the event that fair value
accounting is not adopted, the statement requires proforma disclosure of net
income and earnings per share as if fair value accounting had been adopted. SFAS
No. 123 is required to be adopted by the Company in 1996. Management expects
that it will not adopt fair value accounting for stock options issued to
employees and, therefore, does not expect the adoption of this statement to
materially effect the Company's results of operations or financial condition. 

       (2)  Investment Securities

      Effective January 1, 1994, the Company adopted Financial Accounting
Standards Board Statement No. 115, Accounting for Certain Investments in Debt
and Equity Securities (SFAS No. 115) which changes the accounting and reporting
for investments in equity securities that have readily determinable fair values
and for all investments in debt securities.

      The effect of this change was the classification of applicable investments
in three categories consisting of held-to-maturity, trading and available for
sale. Trading securities are bought and held principally for the purpose of
selling them in the near term.

      Trading securities are accounted for at their fair value with the
unrealized gains and losses included in current earnings. The Company has not
classified any of it's investments as trading during the first nine months ended
September 30, 1995. All other securities not included in trading or held to
maturity are classified as available for sale.

     Securities available for sale are accounted for at fair value. Unrealized
gains and losses on securities available for sale are accounted for as a
separate component of stockholders' equity, net of tax.

Securities available for sale at September 30, 1995, December 31, 1994 and
September 30, 1994 are summarized as follows:
<TABLE>
<CAPTION>
                                                   September 30,                December 31,                 September 30,
                                                      1995                         1994                          1994   
                                               Cost       Market Value      Cost      Market Value      Cost      Market Value 
                                             ----------------------------------------------------------------------------------
<S>                                          <C>           <C>             <C>         <C>            <C>          <C>
U.S. Treasury Securities                     $ 2,507        2,546           3,506        3,532          3,508        3,616
Federal agency mortgage based obligations     20,345       20,095          18,513       17,012         20,888       19,868
Other obligations of Federal agencies         31,455       31,748          29,443       28,199         33,434       32,818
Other Securities                               1,959        1,959           1,724        1,724          1,724        1,723
                                             -----------------------------------------------------------------------------------
Securities available for sale                $56,266       56,348          53,186       50,467         59,554       58,025
                                             -----------------------------------------------------------------------------------
</TABLE>


    The adjustment in stockholders' equity for the unrealized gain of the
securities available for sale at September 30, 1995, net of tax, was $54,000.
Included in net deferred tax assets is $(28,000) for this same unrealized gain.

                                       9
<PAGE>

Notes to Condensed Consolidated Financial Statements, continued

    (2) Continued:

    Held-to-maturity securities are those securities for which the Company has
the ability and interest to hold the security until maturity. These securities
are accounted for at amortized cost. Securities at September 30, 1995, December
31, 1994 and September 30, 1994 consist of held-to-maturity securities are
summarized as follows:
<TABLE>
<CAPTION>
                                                   September 30,                December 31,                 September 30,
                                                      1995                         1994                          1994  
                                               Cost       Market Value      Cost      Market Value      Cost      Market Value 
                                             ----------------------------------------------------------------------------------
<S>                                          <C>           <C>             <C>         <C>            <C>          <C>
U.S. Treasury Securities                     $    --           --             415          415            --            --
Other obligations of Federal Agencies         32,714       33,248          39,767       37,704         39,785       38,600
Obligations of State and Political 
  subdivisions                                11,626       12,006          12,424       12,049         12,467       12,426
Corporate Notes                                  200          203             299          302            299          311
Other Securities                                  10            9              10            9             10            9
                                             -----------------------------------------------------------------------------------
Investment Securities                        $44,550       45,466          52,915       50,479         52,561       51,346
                                             -----------------------------------------------------------------------------------

</TABLE>
(3) Restrictions on Cash and Due from Banks--Pioneer is required to maintain
certain average reserve balances as established by the Federal Reserve Bank. The
amount of those reserve balances for the reserve computation period which
included September 30, 1995 was $1,202,000 which amount was satisfied through
the restriction of vault cash.

    Pioneer is also required to maintain certain balances at correspondent banks
based upon activity with the correspondent. At September 30, 1995, the amount of
such balances was $51,000.

(4) Stockholders' Equity and Per Share Data-- In the fourth quarter of 1993 the
Company's Board of Directors declared a two for one stock split effected in the
form of a stock dividend which was approved by the Company's shareholders. The
split was effective on February 7, 1994. Also approved was an increase in the
number authorized shares of common stock from 1,000,000 ($10 par value) to
25,000,000 ($10 par value). These financial statements have been adjusted to
reflect the stock split.

    At September 30, 1995 there were 25,000,000 shares of common stock at $10
par value authorized with 1,393,175 shares issued and outstanding.

    Through September 30, 1995 the Company has issued and outstanding 124,139
options to purchase shares of the Company, exercisable at between $16.00 to
$26.00 per share. Such options were issued with exercise prices equal to the
market value of the Company's common shares at the time of the grant. In the
first quarter Officers of the Company exercised 5,475 and in the second quarter
5,015 of previously issued options.

    The market value of the common shares of the Company at September 30, 1995
was $39.25. The impact of all the options issued and outstanding on the
calculation of earnings per share was additional incremental common stock
equivalents of 57,963 shares year to date and 61,772 shares for the third
quarter.

(5) Employee Benefit Plan--The Bank has an employee stock ownership plan which
includes substantially all employees who have at least one year of service.
During 1989 and 1990, Pioneer American Bank, N.A. Employee Stock Ownership Plan
(ESOP) obtained lines of credit from another financial institution in the amount
of $650,000 of which there was no outstanding balance at September 30, 1995 and
1994, respectively.

                                       10
<PAGE>

Notes to Condensed Consolidated Financial Statements, continued

    (5) Continued:

    The Bank has a savings and investment plan. Employees who have completed one
year of service with 1,000 hours of employment during that year are eligible to
participate.

    The Company maintains employment contracts with its President, Senior
Executive Vice President and Executive Vice President. The Company also
maintains insurance contracts for its President and Senior Executive Vice
President.

                                       11
<PAGE>
Financial Review Management's Discussion and Analysis of Financial Condition 
and Result of Operation

Highlights

    Total Assets were $316,211,000 at September 30, 1995 and $305,865,000 at
September 30, 1994 which is an increase of $10,346,000 or 3.4%. Deposits
increased by $6,748,000 from $276,576,000 at September 30, 1994 which is an
increase of 2.4% at September 30, of 1995. Total loan volume as of September 30,
1994 stood at $167,300,000, increasing by $23,922,000 or 14.3% to $191,222,000
at September 30, 1995. At September 30, 1995, total assets increased $13,803,000
over December 31, 1994, deposits increased $12,606,000 or 4.7% and loans
increased $14,049,000 or 7.9%.

    The average earning assets were $292,464,000 during the nine months ended
September 30, 1995 and $257,115,000 during the nine months ended September 30,
1994. This is an increase of $35,349,000 or 13.7%.

    Average total assets during the nine months ended September 30, 1995 were
$314,431,000 and $275,801,000 for the nine months ended September 30, 1994. The
return on average total assets was 1.0% for the nine months ended September 30,
1995 and 1.2% for the same period of 1994. Return on average equity for the
first nine months of 1995 and 1994 were 12.4% and 13.0% respectively. Average
equity for both periods was $26,521,000 for the first nine months of 1995 and
$25,224,000 for the first nine months of 1994.

     Net income per share was $1.70 for the first nine months of 1995 and $1.72
for the first nine months of 1994. Earnings per share data is based on share
equivalent of 1,451,138 September 30, 1995 and 1,427,233 shares September 30,
1994. Net income increased $3,000 or 0.1% comparing the first nine months of
1995 to the first nine months of 1994, and is attributed to the increase in net
interest revenue. Also other operating income was up during 1995 from the prior
period, due to an increase in securities gain. Offsetting the increase in income
was the increase in other operating expenses due to an increase in salaries and
benefits. This increase was primarily the result of an increase in full-time
equivilents for the three new branches opened in 1994. 

Net Interest Revenue

    Net interest income for the first nine months of 1995 increased $164,000 or
1.8% compared with the same period of 1994. While total interest revenue
increased $2,801,000 or 18.9%, interest paid increased by $2,637,000 or 46.2%
resulting in a net effect of a increase of $164,000 or 1.8% in net interest
income. The increase in interest income from the change in the volume of assets
was primarily a result of an increase in the loan portfolio. This increase was
offset by an increase in the volume of interest bearing deposits which increased
interest expense.

Provision / Reserve for Possible Loan Losses and Nonperforming Loans

                                  Nine Months Ended September 30,
                                         1995                   1994
                                  ----------------------------------
Balance at beginning of period     $2,699,000              2,604,000
Recoveries                             38,000                131,000
Less: Charge Offs                     361,000                212,000
Provision for Loan Losses             315,000                280,000
--------------------------------------------------------------------
Balance at end of period           $2,691,000              2,803,000
--------------------------------------------------------------------

    The provision for possible loan losses for the first nine months of 1995
amounted to $315,000. It was $280,000 for the first nine months of 1994. Net
charge offs for the first nine months of 1995 totaled $323,000 while net charge
offs for the same period of 1994 were $81,000. The ratio of net charge offs
during the first nine months of 1995 to average loans outstanding during the
same period was .18% and for the first nine months of 1994 was .05%.

    The reserve for possible loan losses at September 30, 1995 totaled
$2,691,000, decreasing $112,000, 4.0% from $2,803,000 at September 30, 1994.
These additions have brought the Company ratio of reserve for possible loan
losses to total loans outstanding to 1.4% at September 30, 1995, and the same
ratio as of September 30, 1994 was 1.7%.

                                       12

<PAGE>

Financial Review Management's Discussion and Analysis of Financial Condition 
and Result of Operation, continued

    Non-performing loans are listed as follows:

                                            09/30/95                  09/30/94
                                            --------                  --------
Non Accrual                               $2,447,000                 $2,764,000
Loans  90 days or more delinquent              --                        --    
Restructured                               1,069,000                    746,000
                                          ----------                 ----------
                                          $3,516,000                 $3,510,000

     The comparability of the above information was not affected by the 
adoption of SFAS No. 114.  There are no impaired loans under SFAS No. 114 which
are not included in the above table.

    The loan loss reserve as of September 30, 1995 has been deemed adequate by
management. This amount is sufficient to cover inherent losses given the
moderate past due, nonperforming and classified levels. Determination for loan
loss reserve adequacy follows the guidelines in the Comptroller's Banking
Circular No.201(revised), including risk loss analysis, specific allocations for
problematic credits and provision for class loans, and the requirements of SFAS
No. 114

Other Operating Revenue

    Other operating revenue for the first nine months of 1994 was $986,000
increasing 28.7% to $1,269,000 reported for the first nine months of 1995.
Included in other income in 1995 was $75,000 from life insurance proceeds due to
the death of a bank director. The gain on sale of securities available for sale
was up $122,000. This represented the largest increase in total other operating
revenue, comparing the first nine months of 1995 to the first nine months of
1994. Service charge income on deposit accounts increased in 1995 due to an
increase in the fees collected for returned items.

Other Operating Expenses

    Total other operating expenses were $6,352,000 in the first nine months of
1994 while other operating expenses were $6,841,000 in the first nine months of
1995; reflecting a increase of $489,000 or 7.7% for the first nine months of
1995. Other expenses increased $273,000 or 16.3% comparing the first nine months
of 1995 to the first nine months of 1994. Salaries and employee benefits which
represent the most significant portion of non-interest expenses, increased by
7.7%. The 1995 increase is attributed to normal salary and benefit increases and
an increase in full time equivalents which included the addition of staff for
three new branches opened in 1994.

Income Taxes

    The provision for income taxes for the first nine months of 1995 was
$915,000 and $995,000 for the first nine months of 1994. This reflects the
current tax rates and the level of income for both periods. This is the
estimated provision for income tax for the period as determined by operations of
the corporation.

Capital Management and Liquidity and Rate Sensitivity

    The objectives of the Corporation's capital management policy places and
emphasis on both current financial positioning and future capital needs based on
anticipated growth. These objectives are maintained by management which monitors
its liquidity requirements though its asset/liability management program. This
program, with other management analysis, enables the bank to meet its cash flow
requirements and adapt to the changing needs of the Corporation's customers and
the requirements of regulatory agencies. The Corporation's principal source of
liquidity has been short-term U.S. Government and U.S. Agency obligations, and
various corporate notes. Money market investments and portfolio investments are
kept liquid in order to effectively match our current deposit structure.

                                       13

<PAGE>

Financial Review Management's Discussion and Analysis of Financial Condition 
and Result of Operation, continued

Capital Management and Liquidity and Rate Sensitivity, continued

The Corporation is affected by changes in the level of rates of interest.
Earnings will be sensitive to interest rate changes to the degree that the
average yield on assets responds differently to a change in interest rates than
does average cost of funds. Adequate liquidity affords the Corporation
flexibility in meeting consumer loan demand and deposit fluctuations.

    The Corporation actively manages the interest rate sensitivity
characteristics of its assets and liabilities to control the effects of changes
in the general level of interest rates upon net interest revenue. This is
accomplished by the asset/liability committee which consists of senior
management and the board of directors, who are responsible for management
decisions as to the asset/liability maturity mix.

Effects of Inflation

    The economic outlook for the remaining part of 1995 and early spring of 1996
remains unsettled and uncertain. The Federal Reserve may have the task of
sustaining expansion while stemming inflationary trends, in the realm of current
fiscal policy. Economic conditions are reviewed by management in a continuing
effort to adjust to the changing economic environment. The effects of these
changes on the banking industry as a whole in the Company's market area are
reviewed by management in order to compete at a level consistent with the goals
of profitability and sound management policy.

    Increases in the rate of inflation can increase longer term interest rates,
which can reduce the value of investment securities, mortgage loans and other
fixed rate and term assets. Inflationary periods also may tend to increase the
borrowing needs of consumers, leading to requests for additional funds, which
can expand total loans above expected levels and therefore require increased
efforts to ensure the maintenance of adequate capital.

    The banking industry is affected by inflation in a different manner than
other industries, although certain changes have similar effects on both banks
and other business enterprises. Current economic indicators are moving in the
direction of possible inflationary changes. Interest rates have been increasing
in response to economic changes and which will affect the Asset/ Liability
policy of the bank. Rates on Deposits and Loans are changed as necessary with
consideration of economic and market conditions. Our continuing efforts to
monitor all phases of the financial condition of all assets which can be
affected by inflation includes the pricing of collateral on a regular basis. The
coming months will reveal the effect of inflationary fluctuations on the
economy.

                                       14
<PAGE>

Part II.

Item 1.  Legal Proceedings

The nature of the business of Pioneer American Holding Company Corp. and its
subsidiary, Pioneer American Bank, N.A., generates a certain amount of
litigation involving matters arising in the ordinary course of business.
However, in the opinion of management, there are no proceedings pending to which
Pioneer American or its subsidiary are parties or to which their property is
subject, which, if determined adversely, would be material in relation to
Pioneer American's results of operation, stockholder's equity, or financial
condition. In addition, no material proceedings are pending or are known to be
threatened or contemplated against Pioneer American or its subsidiary by
governmental authorities or other parties.

Item 2.  Changes in Securities

None

Item 3.  Default Upon Senior Executives

None

Item 4.  Submission of Matters to a Vote of Security Holders

None

Item 5.  Other Information

Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

None

                                       15
<PAGE>

                                  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.

                                         PIONEER AMERICAN HOLDING COMPANY, CORP.

Date:  November 7, 1995                      By______________________
                                               Donald A. Hoyle, Jr
                                               President & C.E.O.

Date:  November 7, 1995                      By______________________
                                               John W. Reuther
                                               Senior Executive Vice President &
                                               Chief Financial Officer

                                       16